UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: ~~333~~001-~~201360~~40636

MULIANG VIAGOO TECHNOLOGY INC.

(Exact name of registrant as specified in its charter)

Nevada		90-1137640
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2498 Wanfeng Highway, Lane 181 Fengjing Town, Jinshan District Shanghai, China		201501
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (86) 21-67355092

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Name of each exchange on which registered:
None		None

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

~~State~~Indicate ~~the aggregate market value of the voting and non-voting common equity held~~ by ~~non-affiliates~~check ~~computed~~mark bywhether ~~reference to~~ the ~~price~~registrant atis ~~which the~~a ~~common~~shell ~~equity~~company ~~was last sold,~~ (as ofdefined ~~the~~in ~~last~~Rule ~~business~~12b-2 ~~day~~ of the ~~registrant’s most recently completed second fiscal quarter: None~~Act). ~~The~~Yes ~~Company~~☐ ~~has~~No ~~not developed an active trading market for its common stock.~~☒

As of June 30, 2023, the ~~date~~last business day of ~~this~~the ~~report,~~registrant’s ~~there~~most ~~are~~recently 19completed second fiscal quarter,~~251,477~~ the aggregate market ~~shares~~value of ~~common~~the ~~stock~~voting and ~~9,500,000~~non-voting ~~shares~~common ofequity ~~Series~~held Aby ~~Preferred~~non-affiliates ~~Stock~~computed ~~issued~~by ~~and~~reference ~~outstanding~~to the price at which the common equity was last sold was nil. The registrant has not developed an active trading market for its common stock.

~~Documents~~As of the date of November 6, 2024, there were ~~Incorporated~~19,251,657 byshares ~~Reference:~~of ~~None~~common stock and 9,500,000 shares of Series A Preferred Stock issued and outstanding.

~~MULIANG~~Table ~~VIAGOO~~oF ~~TECHNOLOGY INC.~~Contents

ANNUAL REPORT ON FORM 10-K

		Page
PART I

ITEM 1.	Business	3
ITEM 1A.	Risk Factors	20
ITEM 1B.	Unresolved Staff Comments	62
ITEM 1C.	Cybersecurity	62
ITEM 2.	Properties	62
ITEM 3.	Legal Proceedings	63
ITEM 4.	Mine Safety Disclosures	74

PART II

ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	75
ITEM 6.	[Reserved]	76
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	76
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	86
ITEM 8.	Financial Statements and Supplementary Data	F-1
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	87
ITEM 9A.	Controls and Procedures	87
ITEM 9B.	Other Information	88
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	88

PART III

ITEM 10.	Directors, Executive Officers and Corporate Governance	89
ITEM 11.	Executive Compensation	92
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	93
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	94
ITEM 14.	Principal Accounting Fees and Services	94

PART IV

ITEM 15.	Exhibits and Financial Statement Schedules	95
ITEM 16.	Form 10-K Summary	96

FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2022

		Page
PART I
ITEM 1.	Business	1
ITEM 1A.	Risk Factors	16
ITEM 1B.	Unresolved Staff Comments	59
ITEM 2.	Properties	59
ITEM 3.	Legal Proceedings	59
ITEM 4.	Mine Safety Disclosures	70
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	71
ITEM 6.	[Reserved]	72
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	72
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	83
ITEM 8.	Financial Statements and Supplementary Data	F-1
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	84
ITEM 9A.	Controls and Procedures	84
ITEM 9B.	Other Information	85
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	85
PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	86
ITEM 11.	Executive Compensation	89
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	90
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	91
ITEM 14.	Principal Accounting Fees and Services	91
PART IV
ITEM 15.	Exhibits and Financial Statement Schedules	92

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Annual Report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report on Form 10-K, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

OTHER PERTINENT INFORMATION

Unless the context specifically states or implies otherwise, references in this Annual Report on Form 10-K to “we,” “us,” and words of like import refer to Muliang Viagoo Technology, Inc. or formerly known as M & A Holding Corporation, Mullan Agritech, Inc., and Muliang Agritech, Inc. (“Muliang Viagoo”, or previously known as “Mullan Agritech”), its wholly-owned subsidiaries, Muliang Agricultural Limited (“Muliang HK”), Shanghai Mufeng Investment Consulting Co., Ltd (“Shanghai Mufeng”), Shanghai Muliang Industry Co., Ltd. (“Muliang Industry”), Shanghai Zongbao Environmental Construction Co., Ltd. (“Zongbao”), Shanghai Zongbao Environmental Construction Co., Ltd. Cangzhou Branch (“Zongbao Cangzhou”), Shanghai Muliang Agricultural Sales Co., Ltd. (“Muliang Sales”), Weihai Fukang Bio-Fertilizer Co., Ltd. (“Fukang”), Shanghai Muliang Agritech Development Co., Ltd. (“Agritech Development”), Maguan Jiamu Agricultural Development Co., Ltd(“Maguan”)，Anhui Muliang Agricultural Biotechnology Co., Ltd(“Anhui Muliang”),Viagoo Pte Ltd. (“Viagoo”), Yunnan Muliang Animal Husbandry Development Co., Ltd (“Yunnan Muliang”), Zhonglian Huinong (Beijing) Technology Co., Ltd (“Zhonglian”), and Viagoo’s two subsidiaries, NexG Pte Ltd and TPS Solutions (HK) Ltd.Conventions

~~Our business~~Except ~~is conducted~~ in ~~the~~instances ~~People’s~~when ~~Republic~~we ofare ~~China~~referring ~~(“China”~~to or the ~~“PRC”)~~VIE and ~~Republic~~where ~~of Singapore. “RMB” refers to Renminbi, or~~ the ~~Yuan, the official currency of the PRC. Our consolidated financial statements are presented~~ incontext ~~U.S.~~otherwise ~~dollars~~requires in ~~accordance with U.S. GAAP. In~~ this Annual Report, weon ~~refer~~Form ~~to assets~~10-K, ~~obligations,~~for ~~commitments~~purposes ~~and liabilities in our financial statements in U.S. dollars. These dollar references are based on the exchange rate~~ of ~~RMB~~this toreport ~~USD~~only, ~~and~~“we”, ~~SGD to USD~~“us”, ~~determined as of a specific date. Changes in the exchange rate will affect the amount of~~ “our ~~obligations and the value of our assets in terms of~~ ~~U.S. dollars~~Company”, ~~which may result in an increase or decrease in~~ “the ~~amount~~Company,” of“Company”, “our” ~~obligations (expressed in U.S. dollars)~~ and ~~the~~“Muliang ~~value of~~Viagoo” ~~our~~refer ~~assets.~~to:

Muliang Viagoo Technology, Inc., or formerly known as Muliang Agritech, Inc. (“Muliang Viagoo” when individually referenced), a Nevada company;

Muliang Agricultural Limited (“Muliang HK” when individually referenced), a Hong Kong company that is a wholly-owned subsidiary of Muliang Viagoo;

Shanghai Mufeng Investment Consulting Co., Ltd (“Shanghai Mufeng” when individually referenced), a wholly-owned subsidiary of Muliang HK and a wholly foreign-owned enterprise (“WFOE”) formed under the laws of the People’s Republic of China (the “PRC”);

Viagoo Pte Ltd. (“Viagoo” when individually referenced), a Singapore company;

For purposes of this Annual Report on Form 10-K only, the “VIE and its subsidiaries” refer to:

Shanghai Muliang Industry Co., Ltd. (“Shanghai Muliang” when individually referenced), a variable interest entity (the “VIE”) and a PRC company that is a wholly-owned subsidiary of Shanghai Mufeng;

Shanghai Zongbao Environmental Construction Co., Ltd. (“Shanghai Zongbao” when individually referenced), a PRC company that is a wholly-owned subsidiary of Shanghai Muliang;

Shanghai Muliang Agritech Development Co., Ltd. (“Agritech Development” when individually referenced), a PRC Company that is a 60%-owned subsidiary of Shanghai Muliang;

Weihai Fukang Bio-Fertilizer Co., Ltd. (“Fukang” when individually referenced), a PRC Company that is a 99.9%-owned subsidiary of Shanghai Muliang;

Shanghai Muliang Agricultural Sales Co., Ltd. (“Muliang Sales” when individually referenced), a PRC company that is a wholly-owned subsidiary of Shanghai Muliang;

Zhonglian Huinong (Beijing) Technology Co., Ltd. (“Zhonglian” when individually referenced), a PRC company that is a 65%-owned subsidiary of Shanghai Muliang;

Yunnan Muliang Animal Husbandry Development Co., Ltd. (“Yunnan Muliang” when individually referenced), a PRC company that is an 80%-owned subsidiary of Shanghai Muliang; and

Shanghai Zongbao Environmental Construction Co., Ltd. Cangzhou Branch (“Zongbao Cangzhou” when individually referenced), a PRC company that is a wholly-owned subsidiary of Shanghai Zongbao.

Our business is conducted in the People’s Republic of China (“China” or the “PRC”) and the Republic of Singapore. “RMB” refers to Renminbi, or the Yuan, the official currency of the PRC. Our consolidated financial statements are presented in U.S. dollars in accordance with U.S. GAAP. In this Annual Report, we refer to assets, obligations, commitments and liabilities in our financial statements in U.S. dollars. These dollar references are based on the exchange rate of RMB to USD and SGD to USD, determined as of a specific date. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S. dollars, which may result in an increase or decrease in the amount of our obligations (expressed in U.S. dollars) and the value of our assets.

iii

PART I

~~Item 1. Business~~ Overview

~~We primarily~~Muliang ~~engage~~Viagoo inis ~~the~~not ~~manufacturing~~a ~~and~~Chinese ~~distribution~~operating ofcompany, but ~~organic~~a ~~fertilizer~~holding ~~and~~company incorporated under the ~~sales~~laws of ~~agricultural~~the ~~products~~state inof ~~the PRC~~Nevada. ~~Our~~As ~~organic~~a holding company with no material operations of our own, ~~fertilizer~~we ~~products~~conduct ~~are~~a ~~sold~~substantial ~~under~~majority of operations through our ~~brand~~subsidiary ~~names~~in ~~“Zongbao~~the People’s Republic of China,” or “~~Fukang,~~PRC” or ~~and~~ “~~Muliang~~China.” ~~Our~~Shanghai ~~indirectly owned~~Mufeng, ~~subsidiary~~or ~~Viagoo~~the ~~Pte Ltd~~WFOE, aour ~~Singapore~~subsidiary ~~company~~in China, isderives ~~primarily~~its ~~focused~~economic onbenefits ~~building~~from ~~smart~~Shanghai ~~document~~Muliang, ~~operation~~the VIE, and ~~delivery~~its ~~platform for~~subsidiaries. ~~distribution~~We receive the economic benefits of the VIE and ~~logistics~~its ~~companies~~subsidiaries’ business operations through certain contractual arrangements.

~~Through~~As ~~our~~a ~~patented~~result ~~technology,~~of wethe ~~are~~VIE ~~able~~structure, toour ~~process~~investors ~~crop~~will ~~straw~~not ~~(including~~hold ~~corn,~~any ~~rice,~~ownership ~~wheat~~interest, ~~cotton,~~direct ~~and~~or ~~other~~indirect, ~~crops)~~in ~~into~~our ~~high~~Chinese ~~quality~~operating ~~organic~~companies. ~~nutritious~~Investors ~~fertilizers~~would ~~that~~only ~~are~~have ~~easily~~a ~~absorbed~~contractual byrelationship ~~crops~~with inthe ~~three~~Chinese ~~hours~~operating companies. ~~Straw~~The isVIE astructure ~~common~~is ~~agricultural~~used ~~by-product.~~to Inprovide ~~the PRC, farmers~~contractual ~~usually~~exposure ~~remove~~to ~~the~~foreign ~~straw~~investment ~~stubble~~in ~~that~~Chinese-based ~~remains~~companies ~~after~~where ~~harvesting~~Chinese ~~grains~~law byprohibits ~~burning~~direct ~~them~~foreign investment in ~~order to continue farming on~~ the ~~same~~operating ~~land season~~companies. toIt ~~season.~~is ~~These~~likely ~~activities~~that ~~have resulted in significant air pollution~~investors, ~~and~~under ~~damage~~ the ~~surface~~VIE structure, ofwill ~~the~~never ~~soil~~hold byownership ~~causing~~interests, adirect ~~loss of~~or ~~nutrients.~~indirect, Wein ~~turn waste into treasure by transforming~~ the ~~straws~~entity ~~into~~that ~~organic fertilizer, which also effectively reduces air pollution.~~conducts ~~The~~the ~~straw-based~~business ~~organic~~operations ~~fertilizer~~reflected wein ~~produce~~our ~~does~~financial ~~not~~statements ~~contain~~and ~~the~~would ~~heavy~~merely ~~metals,~~have ~~antibiotics,~~a orcontractual ~~harmful~~relationship ~~bacteria~~with that ~~are~~entity. ~~common in~~While ~~traditional~~the ~~manure fertilizer. Our fertilizers also provide optimum levels of primary plant nutrients~~VIE, ~~including~~Shanghai ~~multi-minerals~~Muliang, ~~proteins and~~is ~~carbohydrates~~not ~~that~~currently ~~promotes~~engaging ~~healthy~~in ~~soil~~businesses ~~capable~~where ofdirect ~~growing~~foreign ~~excellent~~investment ~~crops~~is ~~and~~prohibited, ~~vegetables.~~Shanghai ItMuliang ~~effectively reduces the use of chemical~~may ~~fertilizers~~engage ~~and~~in ~~pesticides~~such asbusiness ~~well~~in ~~as reduce~~ the ~~penetration~~future ~~of large chemical fertilizers~~ and ~~pesticides~~therefore ~~into~~ the ~~soil,~~VIE ~~thus~~structure ~~avoiding water~~was ~~pollution.~~implemented ~~Therefore,~~to ~~our~~allow ~~fertilizer~~for ~~can~~flexibility ~~effectively~~prior ~~improve~~to the ~~fertility~~company’s listing ofon ~~soil and~~ the ~~quality~~OTC ~~and~~Markets ~~safety~~in ~~of agricultural products~~2016.

WeBecause ~~generated~~of ~~our~~Muliang ~~revenue~~Viagoo’s ~~mainly~~corporate ~~from~~structure ~~our~~and ~~organic~~the ~~fertilizers,~~fact ~~which~~that ~~accounted~~the ~~for~~contractual ~~approximately~~arrangements ~~91.5%~~establishing ~~and~~the ~~95.8% of~~VIE ~~our~~structure ~~total~~has ~~revenue~~not been ~~for~~tested in court, it is subject to risks due to uncertainty of the ~~fiscal~~interpretation ~~years~~and ~~ended~~the ~~December~~application ~~31,~~of ~~2022~~the PRC laws and ~~2021~~regulations, including ~~respectively.~~but Wenot ~~currently~~limited ~~have~~to ~~two~~the ~~integrated~~limitation ~~factories~~on inforeign ~~Weihai~~ownership ~~City~~of internet technology companies, ~~Shandong~~and regulatory review of oversea listing ~~Province,~~of PRC tocompanies ~~produce~~through ~~our~~a ~~organic~~special ~~fertilizers~~purpose vehicle, ~~which~~and ~~have~~the ~~been~~validity inand ~~operations~~enforcement ~~since~~of ~~August~~the ~~2015.~~contractual arrangements behind the VIE. We ~~plan~~are also subject to ~~improve~~the risks of uncertainty about any future actions of the ~~technology for~~PRC ~~our~~government ~~existing~~in ~~organic~~this ~~straw~~regard. ~~fertilizer~~The ~~production~~VIE ~~lines~~Agreements may not be effective in deriving benefits from the ~~following~~VIE ~~aspects:~~and ~~(i)~~we ~~adopt~~may ~~more~~be ~~advanced~~subject ~~automatic~~to ~~control~~sanctions ~~technology for~~imposed ~~raw~~by ~~material~~PRC ~~feed~~regulatory toagencies ~~shorten~~if ~~the~~Muliang ~~processing~~Viagoo fails ~~time~~to ofcomply ~~raw~~with ~~material,~~their rules and ~~(ii)~~regulations. ~~manufacture~~If ~~powdered~~the ~~organic~~Chinse ~~fertilizer~~regulatory ~~instead~~authorities ofdisallow ~~granular~~the VIE structure in the future, it will ~~organic~~likely ~~fertilizer~~result in ~~order~~a tomaterial ~~avoid~~change ~~the~~in ~~drying~~Muliang Viagoo’s financial performance and ~~cooling~~its ~~process~~results of operations and/or the value of the company’s common stock, aswhich could cause the value of such ~~will~~securities ~~increase~~to ~~our~~significantly ~~production~~decline ~~capacity~~or become worthless.

~~Besides~~For ~~our~~details ~~focus~~ on ~~producing~~the ~~organic~~risks ~~fertilizers~~associated with the VIE structure, wesee ~~also~~“Risks ~~engage~~Relating into Our Corporate Structure - If the ~~business~~PRC ofgovernment deems ~~selling~~that ~~agriculture~~the ~~food~~contractual ~~products~~arrangements ~~including~~in ~~apples~~relation to Shanghai Muliang, ~~and as~~our aconsolidated ~~sales~~variable ~~agent~~interest ~~for~~entity, ~~other~~do ~~large~~not ~~agriculture~~comply ~~companies~~with PRC regulatory restrictions on foreign investment in the ~~PRC.~~relevant ~~In 2014~~industries, weor ~~rented~~if ~~350~~these muregulations ~~(about~~or ~~57.66~~the ~~acres)~~interpretation of ~~mountainous land~~existing asregulations anchange ~~apple~~in ~~orchard.~~the ~~The~~future, ~~sales~~we ofcould ~~apples~~be ~~generated~~subject ~~less~~to ~~than~~severe 1%penalties ofor ~~our~~be ~~total~~forced ~~revenue~~to ~~for~~relinquish ~~the~~our ~~fiscal~~interests ~~years~~in ~~ended~~those ~~December~~operations” on ~~31,~~page ~~2022~~52 and ~~2021~~ ~~respectively .~~“Risks WeRelating ~~expect~~ to ~~generate~~Our ~~more~~Corporate ~~revenues~~Structure ~~from~~- We rely on contractual arrangements with the ~~sales~~VIE and their shareholders for a large portion of ~~apples~~our asbusiness ~~the~~operations. ~~apple~~These ~~orchards~~arrangements ~~become~~may ~~more~~not ~~mature~~be effective as direct ownership in providing operational control. Any failure by the VIE or their shareholders to perform their obligations under such contractual arrangements would have a material ~~next~~and ~~few~~adverse ~~years~~effect on our business” on page 54.

~~In addition, we began the processing and distribution~~Legal ~~of black goat products business in June 2023. We are currently constructing a deep-processing slaughterhouse~~ and ~~processing~~Operational ~~plant~~Risks ~~which is~~Associated ~~expected~~with ~~to have the capacity of slaughtering 200,000 black goats per year in Chuxiong City, Yunnan Province, in~~ China. Our black goat processing products including goat rib lets, goat loin roast, goat loin chops, goat rack, goat leg, goat shoulder, goat leg shanks, ground goat, goat stew meat, whole goat, half goat, lamb viscera, etc. We expect to start generating revenue from the black goat products in 2023.

~~Our 42,895~~We ~~square~~are ~~meters~~subject ofto ~~industrial~~certain ~~land~~legal and ~~28,549~~operational ~~square~~risks ~~meters~~associated ofwith being ~~factory~~based in China and ~~office~~having ~~space~~a ~~located~~majority inof ~~Jinshan~~our ~~District,~~operations ~~Shanghai~~through ~~was sold~~contractual ~~for~~arrangements ~~RMB~~with ~~74.52~~the ~~million~~VIE, ~~(US$11.42~~including ~~million)~~changes in the legal, political, and economic policies of the ~~transaction~~Chinese ~~has~~government, ~~been~~the ~~settled~~relations asbetween ofChina ~~December~~and 31the United States, ~~2021..Our~~or ~~assets~~Chinese ~~mainly~~or ~~include:~~United States ~~(i)~~regulations 22may materially and adversely affect our business,~~511~~ ~~square~~financial ~~meters~~condition and results of ~~industrial~~operations. ~~land~~PRC laws and ~~10,373~~regulations governing ~~square~~the ~~meters~~VIE ofand ~~plant~~its ~~area~~subsidiaries’ ~~and~~current ~~organic~~business ~~straw~~operations ~~fertilizer~~are ~~production~~sometimes ~~line~~vague inand ~~Weihai City~~uncertain, ~~Shandong~~and ~~Province~~therefore, these risks may result in a material change in the VIE and ~~(ii)~~its ~~over~~subsidiaries’ $2operations ~~million~~and ~~investment~~the value of ~~land~~our ~~use~~ordinary ~~right~~shares or could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the ~~black~~value ~~goat~~of ~~slaughtering~~such securities to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and ~~processing~~statements ~~plant~~to ~~located~~regulate business operations in ~~Shuangbai~~China ~~County~~with little advance notice, ~~Chuxiong~~including ~~City~~cracking down on illegal activities in the securities market, ~~Yunnan~~enhancing supervision ~~Province~~over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in ~~China~~anti-monopoly enforcement.

As confirmed by our PRC counsel, Grandall Law Firm, we are not be subject to cybersecurity review with the Cyberspace Administration of China, or the “CAC,” since we are not an online platform operator or a critical information infrastructure operator (as defined in the Cybersecurity Review Measures) carrying out data processing activities that affect or may affect national security, and currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity Review Measures; we are also not subject to network data security review by the CAC if the Draft Regulations on the Network Data Security Administration are enacted as proposed, since we currently do not have over one million users’ personal information and do not collect data that affects or may affect national security and we do not anticipate that we will be collecting over one million users’ personal information or data that affects or may affect national security in the foreseeable future, which we understand might otherwise subject us to the Security Administration Draft. As of the date of this annual report, we have not received any inquiry, notice, warning, or sanctions regarding our planned overseas listing from the China Securities Regulatory Commission, the CSRC, or any other PRC governmental authorities.

On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, which came into effect on March 31, 2023. On the same date, the CSRC circulated Supporting Guidance Rules No. 1 through No. 5, Notes on the Trial Measures, Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and relevant CSRC Answers to Reporter Questions (collectively, the “Guidance Rules and Notice”) on the CSRC’s official website. The Trial Measures comprehensively improve and reform the existing regulatory regime for overseas offering and listing of PRC domestic companies’ securities and regulate both direct and indirect overseas offering and listing of PRC domestic companies’ securities by adopting a filing-based regulatory regime. According to the Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Trial Measures provide that an overseas listing or offering is explicitly prohibited, if: (i) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (iv) the domestic company intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (v) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller. Where the company fails to fulfill the filing procedure as stipulated by the Trial Measures, the CSRC may impose administrative regulatory measures, including orders for correction, regulatory talks, and warning letters, and impose a fine of RMB 1 million to RMB 10 million, proportionate to the severity of the violations.

If we conduct a public offering of our shares, we may be required to comply with necessary filing procedures pursuant to the Trial Measures. We have been actively collecting necessary filing documents for filing purposes to the CSRC, and we expect to file with the CSRC once we have prepared all required filing documents, should our PRC counsel determine that we are required to file. As of the date of this annual report, according to our PRC counsel, Grandall Law Firm, except for the filing procedure and listing under the Trial Measures, no relevant PRC laws or regulations in effect require that we obtain permission from any PRC authorities to issue securities to foreign investors, and we have not received any inquiry, notice, warning, sanction, or any regulatory objection to our future offerings from the CSRC, the CAC, or any other PRC authorities that have jurisdiction over the VIE and its subsidiaries’ operations.

However, since these statements and regulatory actions are newly published, it is highly uncertain what the potential impact such new laws and regulations will have on the daily business operations of our subsidiaries, our ability to accept foreign investments, and our listing on a U.S. exchange. If we do not receive clearance from the CSRC for such filing, or inadvertently conclude that such filing is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

According to Grandall Law Firm, our PRC counsel, aside from the potential filing requirements in connection with any future offering required under the Trial Measures, no relevant laws or regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission for our overseas listing plan. As of the date of this annual report, we and our PRC subsidiaries have not received any inquiry, notice, warning, or sanctions from the China Securities Regulatory Commission 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 the VIE and its subsidiaries’ daily business operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange. In addition to the Trial Measures, 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 offering in the U.S. In other words, other than the filing requirement under the Trial Measures, although the Company is currently not required to obtain permission from any of the PRC central or local government to obtain such permission and has not received any denial to list on the U.S. exchange, operations could be adversely affected, directly or indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice.

Item 1. Business

Shanghai Muliang and its operating subsidiaries primarily engage in the manufacturing and distribution of organic fertilizer and the sales of agricultural products in the PRC. Organic fertilizer products are sold under the VIE and its subsidiaries’ brand names “Zongbao,” “Fukang,” and “Muliang.”

Through patented technology, the operating subsidiaries are able to process crop straw (including corn, rice, wheat, cotton, and other crops) into high quality organic nutritious fertilizers that are easily absorbed by crops in three hours. Straw is a common agricultural by-product. In the PRC, farmers usually remove the straw stubble that remains after harvesting grains by burning them in order to continue farming on the same land season to season. These activities have resulted in significant air pollution, and damage the surface structure of the soil by causing a loss of nutrients. The operating subsidiaries turn waste into treasure by transforming the straws into organic fertilizer, which also effectively reduces air pollution. The straw-based organic fertilizer we produce does not contain the heavy metals, antibiotics, or harmful bacteria that are common in traditional manure fertilizers. The VIE and its subsidiaries’ fertilizers also provide optimum levels of primary plant nutrients, including multi-minerals, proteins and carbohydrates that promotes healthy soil capable of growing excellent crops and vegetables. It effectively reduces the use of chemical fertilizers and pesticides as well as reduce the penetration of large chemical fertilizers and pesticides into the soil, thus avoiding water pollution. Therefore, the fertilizer can effectively improve the fertility of soil and the quality and safety of agricultural products.

The VIE generates revenue mainly from organic fertilizers, which accounted for approximately 100.0% and 91.5% of total revenue for the fiscal years ended December 31, 2023 and 2022, respectively. The VIE and its subsidiaries currently have one integrated factories in Weihai City, Shandong Province, PRC to produce the organic fertilizers, which have been in operations since August 2015 and plans to improve the technology for the existing organic straw fertilizer production lines in the following aspects: (i) adopt more advanced automatic control technology for raw material feed to shorten the processing time of raw material, and (ii) manufacture powdered organic fertilizer instead of granular organic fertilizer in order to avoid the drying and cooling process, as such will increase the production capacity.

Besides focusing on producing organic fertilizers, the VIE and its subsidiaries also engage in the business of selling agriculture food products including apples, and as a sales agent for other large agriculture companies in the PRC. In 2014, the VIE rented 350 mu (about 57.66 acres) of mountainous land as an apple orchard. We expect to generate more revenues from the sales of apples as the apple orchards become more mature in the next few years.

In addition, the VIE began the processing and distribution of black goat products business in June 2023 and is currently constructing a deep-processing slaughterhouse and processing plant which is expected to have the capacity of slaughtering 200,000 black goats per year in Chuxiong City, Yunnan Province, in China. The black goat processing products including goat rib lets, goat loin roast, goat loin chops, goat rack, goat leg, goat shoulder, goat leg shanks, ground goat, goat stew meat, whole goat, half goat, lamb viscera, etc. Revenue from the black goat products is expected to begin in 2024.

The 42,895 square meters of industrial land and 28,549 square meters of factory and office space located in Jinshan District, Shanghai were sold for RMB 74.52 million (US$11.42 million), and the transaction has been settled as of December 31, 2021. The assets mainly include (i) 22,511 square meters of industrial land and 10,373 square meters of plant area and organic straw fertilizer production line in Weihai City, Shandong Province, and (ii) over $2 million investment of land use rights and the black goat slaughtering and processing plant located in Shuangbai County, Chuxiong City, Yunnan Province, in China.

History

The following diagram illustrates and assumes the completion of the Reorganization, including consolidation of ~~our~~the subsidiaries and VIEs:

Shanghai Muliang Industry Co., Ltd. (~~referred to herein as~~ “~~Muliang~~Shanghai ~~Industry~~Muliang”) was incorporated in PRC on December 7, 2006 as a limited liability company, owned 95% by Lirong Wang and 5% by Zongfang Wang. Shanghai Muliang ~~Industry~~ through its own operations and its subsidiaries is engaged in the business of developing, manufacturing and selling organic fertilizers for use in the agricultural industry.

On May 27, 2013, Shanghai Muliang ~~Industry~~ entered into and consummated an equity purchase agreement whereby it acquired 99% of the outstanding equity of Weihai Fukang Bio-Fertilizer Co., Ltd. (“Fukang”), a corporation organized under the laws of the People’s Republic of China. Fukang was incorporated in Weihai City, Shandong Province on January 6, 2009. Fukang is focused on the distribution of organic fertilizers and the development of new bio-organic fertilizers. As a result of the completion of the transaction, Fukang became a 99% owned subsidiary of ~~Muliang~~Shanghai ~~Industry~~Muliang, with the remaining 1% equity interest owned by Mr. Hui Song.

On July 11, 2013, Shanghai Muliang ~~Industry~~ established a wholly owned subsidiary, Shanghai Muliang Development Co., Ltd. (“Agritech Development”) in Shanghai, China. On November 6, 2013, Shanghai Muliang ~~Industry~~ sold 40% of the outstanding equity of Agritech Development to Mr. Jianping Zhang for consideration of approximately $65,000 or RMB 400,000. Agritech Development does not currently conduct any operations.

On July 17, 2013, Shanghai Muliang ~~Industry~~ entered into an equity purchase agreement to acquire 100% of the outstanding equity of Shanghai Zongbao Environmental Construction Co., Ltd. (“Shanghai Zongbao”) with consideration of approximately $3.2 million or RMB 20 million, effectively becoming the wholly-owned subsidiary of ~~Muliang~~Shanghai ~~Industry~~Muliang. Shanghai Zongbao was incorporated in Shanghai on January 25, 2008. Shanghai Zongbao processes and distributes organic fertilizers. Shanghai Zongbao wholly owns Shanghai Zongbao Environmental Construction Co., Ltd. Cangzhou Branch (“Zongbao Cangzhou”).

On August 21, 2014, Muliang Agricultural Limited (“Muliang HK”) was incorporated in Hong Kong as an investment holding company.

January 27, 2015, Muliang HK incorporated a wholly foreign-owned enterprise, Shanghai Mufeng Investment Consulting Co., Ltd (“Shanghai Mufeng”), in China

On July 8, 2015, Mullan Agritech entered into certain stock purchase agreement with Muliang Agriculture, Inc., pursuant to which Mullan Agritech, for a consideration of $5,000, acquired 100% interest in Muliang HK and its wholly-owned subsidiary Shanghai Mufeng. Both Muliang HK and Shanghai Mufeng are controlled by the Company’s officer and director, Lirong Wang.

On July 23, 2015, Shanghai Muliang ~~Industry~~ established a wholly owned subsidiary, Shanghai Muliang Agricultural Sales Co., Ltd. (“Muliang Sales”) in Shanghai, China.

On September 3, 2015, Mullan Agritech effected a split of its outstanding common stock resulting in an aggregate of 75,262,500 shares outstanding of which 60,000,000 were owned by Chenxi Shi, the founder of Mullan Agritech and its then sole officer and director. The remaining 15,262,500 were held by a total of 39 investors.

On January 11, 2016, Mullan Agritech issued 64,737,500 shares of its common stock to Lirong Wang for an aggregate consideration of $64,737.50. On the same date, Chenxi Shi, the then sole officer and director of Mullan Agritech on that date, transferred 60,000,000 shares of common stock of the Company held by him to Lirong Wang for $800 pursuant to a transfer agreement.

On February 10, 2016, Shanghai Mufeng entered into a set of contractual agreements known as Variable Interest Entity (“VIE”) Agreements, including (1) Exclusive Technical Consulting and Service Agreement, (2) Equity Pledge Agreement, and (3) Call Option Cooperation Agreement, with ~~Muliang~~Shanghai ~~Industry~~Muliang, and its Principal Shareholders. As a result of the Stock Purchase Agreement and the set of VIE Agreements, Shanghai Muliang Industry Co., Ltd., along with its consolidated subsidiaries, became entities controlled by Mullan Agritech, whereby Mullan Agritech would derive all substantial economic benefit generated by Shanghai Muliang ~~Industry~~ and its subsidiaries.

As a result, Mullan Agritech has a direct wholly-owned subsidiary, Muliang HK and an indirectly wholly owned subsidiary Shanghai Mufeng. Through its VIE Agreements, Mullan Agritech exercises control over ~~Muliang~~Shanghai ~~Industry~~Muliang. Shanghai Muliang ~~Industry~~ has two wholly-owned subsidiaries (Shanghai Zongbao and Muliang Sales), one 99% owned subsidiary (Fukang), one 60% owned subsidiary (Agritech Development), and one indirectly wholly owned subsidiary Zongbao Cangzhou.

On June 6, 2016, Shanghai Muliang ~~Industry~~ established a wholly-owned subsidiary, namely, Muliang (Ningling) Bio-chemical Fertilizer Co. Ltd (“Ningling Fertilizer”) in Henan Province, the central plain of China. Ningling Fertilizer is setup for a new production line of bio-chemical fertilizer and has not begun any operation yet.

On July 7, 2016, Shanghai Muliang ~~Industry~~ established a subsidiary, namely, Zhonglian Huinong (Beijing) Technology Co., Ltd (“Zhonglian”) in Beijing City, China. Shanghai Muliang ~~Industry~~ owns 65% shares of Zhonglian, and a third-party company, Zhongrui Huilian (Beijing) Technology Co., Ltd owns the other 35% shares. Zhonglian is to develop and operate an online agricultural products trading platform.

On October 27, 2016, Shanghai Muliang ~~Industry~~ established a subsidiary, namely, Yunnan Muliang Animal Husbandry Development Co., Ltd (“Yunnan Muliang”) in Yunnan Province, China. Shanghai Muliang ~~Industry~~ owns 55% shares of Yunnan Muliang, and a third-party company, Shuangbai County Development Investment Co., Ltd. owns the other 45% shares. Yunnan Muliang was setup for the sales development of West China.

On October 12, 2017, the Company canceled the registration of Ningling with the administration authorities for Industry and Commerce. Ningling has historically been reported as a component of ~~our~~ operations and incurred $33,323 to loss before income taxes provisions for the year ended December 31, 2017. The termination does not constitute a strategic shift that will have a major effect on ~~our~~ operations or financial results and as such, the termination is not classified as discontinued operations in our consolidated financial statements.

On February 22, 2016 and June 8, 2017, Shanghai Muliang ~~Industry~~ established a 65% owned subsidiary of Maguan Jiamu Agricultural Development Co., Ltd (Maguan), and a 100% owned subsidiary of Anhui Muliang Agricultural Biotechnology Co., Ltd (Anhui Muliang) respectively. Since its establishment, both of the Companies have no operation.

On June 19, 2020, the Company entered into a Share Exchange Agreement with Viagoo Pte Ltd. and all the shareholders of Viagoo for the acquisition of 100% equity interest of Viagoo. Pursuant to the SEA, Muliang shall purchase from Viagoo Shareholders all of Viagoo Shareholder’s right, title and interest in and to the Viagoo’s capital stock. The aggregate purchase price for the Shares was US$2,830,800, paid in 505,500 shares of the Company’s restricted common stock, valued at $5.60 per share.

On December 16, 2022, the Company entered into a Share Purchase Agreement with Viagoo Inc. (the “Buyer”), pursuant to which the Buyer purchased 100% of the issued and outstanding ordinary shares of Viagoo Pte Ltd., a Singapore private limited liability company and a 100% parent company of NexG Pte. Ltd., and TPS Solutions Hong Kong Limited, from the Company in exchange for a consideration of US$ 5,254,001.20 to be paid to the Company. The Company decided that the transfer of control over Viagoo Pte Ltd. essentially occurred on January 1st, 2023. As a result, Viagoo's historical operating performance are reported as discontinued operations under the guidance of ASC 205, marking the company's exit from the logistics sector to focus on its fertilizer business.

Muliang HK, Shanghai Mufeng, ~~Muliang~~Shanghai ~~Industry~~Muliang, Shanghai Zongbao, Zongbao Cangzhou, Muliang Sales, Fukang, Agritech Development, Yunnan Muliang, Zhonglia, Anhui Muliang, Maguan, and Viagoo are referred to as subsidiaries. The Company and its consolidated subsidiaries are collectively referred to herein as the “Company”, “we” and “us”, unless specific reference is made to an entity.

On April 4, 2019, the Company’s Board of Directors and majority shareholder approved a 5 to 1 reverse stock split of all of the issued and outstanding shares of the Company’s common stock, the change of corporate name from “Mullan Agritech Inc.” to “Muliang Agritech Inc.”, and the creation of ~~fifty million (50~~100,000,000) shares of Blank Check Preferred Stock.

On April 5, 2019, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the Name Change and to authorize the creation of Blank Check Preferred Stock. As a result, the capital stock of the Company consists of ~~250~~500,000,000 shares of common stock, $0.0001 par value, and 50100,000,000 shares of blank check preferred stock, $0.0001 par value. To the fullest extent permitted by the laws of the State of Nevada, as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of preferred stock of the Company. The Company may issue the shares of stock for such consideration as may be fixed by the Board of Directors.

On April 16, 2019, we filed a Certificate of Change to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the reverse stock split. Any fractional shares are to be rounded up to whole shares. The reverse stock split does not affect the par value or the number of authorized shares of common stock of the Company.

The reverse stock split and the name change took effect on May 7, 2019. In connection with the name change, our stock symbol changed to “MULG.”

On October 30, 2019, we filed a Certificate of Designation for Nevada Profit Corporation with the Secretary of State of the State of Nevada to authorize the creation of Series A Preferred Stock. As a result, 30,000,000 shares were designated to be Series A Preferred Stock out of the 100,000,000 shares of blank check preferred stock.

On June 26, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of the State of the State of Nevada, changing its name from “Muliang Agritech, Inc.” to “Muliang Viagoo Technology, Inc.”.

On December 16, 2022, the Company entered into a share purchase agreement (the “Agreement”) with Viagoo Inc. (the “Buyer”), pursuant to which the Buyer purchased 100% of the issued and outstanding ordinary shares of Viagoo Pte Ltd., a Singapore private limited liability company and a 100% parent company of NexG Pte. Ltd., and TPS Solutions Hong Kong Limited, from the Company in exchange for a consideration of US$ 5,254,001.20. The Company decided that the transfer of control over Viagoo Pte Ltd. essentially occurred on January 1st, 2023. As a result, Viagoo's historical operating performance are reported as discontinued operations under the guidance of ASC 205, marking the company's exit from the logistics sector to focus on its fertilizer business.

4On February 24, 2023, our Board of Directors declared a two-for-one reverse stock split of our common stock and Series A Preferred Stock. There was no effect on total stockholders’ equity, and the par value per share of our both common stock and Series A Preferred Stock remains unchanged at $0.0001 per share after the reverse stock split. All references made to share or per share amounts in the accompanying condensed consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the reverse stock split.

OnAs ~~February~~of 24December 31, 2023,~~our~~ ~~Board~~there ofwere ~~Directors declared~~19,251,657 ashares ~~two-for-one~~of ~~reverse~~common stock ~~split~~ of ~~our~~the ~~common~~Company ~~stock~~issued and ~~Series A Preferred Stock. There was no effect on total stockholders’ equity~~outstanding, ~~and~~ ~~the par value per share of our both common stock~~ and 9,500,000 Series A ~~Preferred~~preferred ~~Stock remains unchanged at $0.0001 per share after the reverse~~ stock ~~split.~~issued ~~All references made to share or per share amounts in the accompanying condensed consolidated financial statements~~ and ~~applicable disclosures have been retroactively adjusted to reflect the effects of the reverse stock split~~outstanding.

~~As of December 31, 2022, there were 19,251,477 common shares of the Company issued and outstanding, and 9,500,000 preferred shares issued and outstanding.~~6

Contractual Arrangements

~~Shanghai~~As a holding company with no material operations, Muliang Viagoo conducts a substantial majority of its operations through Shanghai Mufeng and Shanghai Muliang, ~~was~~a ~~incorporated~~variable ininterest ~~PRC~~entity, onor ~~December~~the 7VIE, ~~2006~~based asin China. We are not a ~~limited~~Chinese ~~liability~~operating company,. ~~owned~~Muliang ~~95%~~Viagoo byreceives ~~Lirong~~economic ~~Wang~~benefits from Shanghai Muliang’s business operations in China through certain contractual arrangements (the “VIE Agreements”), and 5%because byof ~~Zongfang~~this, ~~Wang.~~we are regarded as the primary beneficiary of Shanghai Muliang ~~through~~for ~~its~~accounting ~~own~~purposes, ~~operations~~and, therefore, we are able to consolidate the financial results of Shanghai Muliang in our consolidated financial statements in accordance with U.S. GAAP. However, we and ~~its~~our subsidiaries have zero equity ownership in Shanghai Muliang, and it is ~~engaged~~likely that investors in ~~the~~our ~~business~~future ofofferings ~~developing~~will never hold ownership interests, ~~manufacturing~~direct or indirect, in the VIE and ~~selling~~would merely have a contractual relationship. Additionally, Shanghai Mufeng’s economic benefits are limited by the ~~organic~~terms ~~fertilizers~~of ~~and~~the ~~bio-organic~~VIE ~~fertilizers~~Agreements. ~~for~~The ~~use~~VIE structure cannot completely replicate a foreign investment in China-based companies. Instead, the VIE ~~agricultural~~structure ~~industry~~provides contractual exposure to foreign investment the Chinese operations.

~~Shanghai~~The ~~Muliang is deemed our variable interest entity or~~ VIE. ~~Due~~Agreements tothat ~~PRC~~were ~~legal~~entered ~~restrictions~~include: on(i) ~~foreign~~Voting ~~ownership,~~Rights ~~neither~~Proxy weAgreement ~~nor our subsidiaries own any direct equity interest in Shanghai Muliang. Instead, we control~~ and ~~receive~~Irrevocable ~~the~~Power ~~economic benefits~~ of ~~Shanghai Muliang’s business operation through a series of contractual arrangements Shanghai Mufeng~~Attorney, ~~Shanghai~~(ii) ~~Muliang~~Exclusive ~~and the Shanghai Muliang Shareholders~~Option ~~entered~~Agreement ~~into~~(iii) aSpousal ~~series~~Consent; ofand ~~contractual~~(iv) ~~arrangements,~~Loan ~~also~~Agreement. ~~known as~~ VIE Agreements. ~~The~~that ~~VIE~~enable ~~agreements~~Muliang ~~are~~Viagoo ~~designed~~ to ~~provide~~receive ~~Shanghai Mufeng~~substantially ~~with the power, rights and obligations equivalent in~~ all ~~material~~of ~~respects to those it would possess as~~ the ~~sole equity holder~~ ofeconomic ~~Shanghai~~benefits ~~Muliang~~from ~~including absolute control rights and~~ the ~~rights~~VIE toinclude ~~the~~(i) ~~assets,~~Equity ~~property~~Interest ~~and~~Pledge ~~revenue~~Agreement; ~~of Shanghai Muliang. If Shanghai Muliang~~ and ~~its~~(ii) ~~subsidiary~~Master orExclusive ~~the~~Service ~~Shanghai~~Agreement. ~~Muliang~~We ~~Shareholders~~are ~~fail~~ subject to ~~perform~~certain ~~their~~legal ~~respective~~and ~~obligations~~operational ~~under~~risks ~~the~~associated ~~contractual~~with ~~arrangements, we~~being ~~could~~based ~~be limited~~ in ~~our~~China ~~ability to enforce the contractual arrangements that give us effective control over Shanghai Muliang~~ and ~~its subsidiary.~~having ~~Furthermore,~~a ifmajority weof ~~are~~operations ~~unable~~through ~~to maintain effective control, we would not be able to continue to consolidate~~ the ~~financial~~contractual ~~results~~arrangements ofwith ~~our~~the ~~variable~~VIE ~~interest~~(collectively ~~entity~~the in“VIE ~~our financial statements~~Agreements”).

AsEach ~~a result~~ of ~~these contractual arrangements, we have become~~ the ~~primary beneficiary of, and we treat the~~ VIE asAgreements ~~our~~is ~~variable~~described ~~interest entity under U.S. GAAP. We have consolidated the financial results of the VIE~~ in ~~our~~detail ~~consolidated financial statements in accordance with U.S. GAAP.~~below:

5Voting Rights Proxy Agreement and Irrevocable Power of Attorney

~~The~~Under ~~tables~~which ~~below~~each ~~demonstrate~~shareholder of the ~~quantitative~~VIEs ~~metrics~~grant ofto ~~the~~any ~~U.S.~~person ~~holding~~designated ~~company~~by WFOEs to act as its attorney-in-fact to exercise all shareholder rights under PRC law and the ~~VIE~~relevant ~~(Shanghai~~articles ~~Muliang~~of ~~Industry~~association, ~~Co.~~including but not limited to, ~~Ltd.)~~appointing directors, ~~for~~supervisors and officers of the ~~fiscal~~VIEs ~~years~~as ~~ended~~well ~~December~~as 31the right to sell, ~~2022~~transfer, pledge and ~~2021. Please~~dispose ~~read~~all ~~this~~or ~~data~~a ~~together~~portion ~~with~~of ~~our~~the ~~consolidated~~equity ~~financial~~interest ~~statements~~held by such shareholders of the VIEs. The proxy and power of attorney agreements will remain effective as long as WFOEs exist. The shareholders of the VIEs do ~~related~~not ~~notes~~have ~~included~~the inright to terminate the ~~registration~~proxy ~~statement~~agreements or revoke the appointment of ~~which~~the ~~this~~attorney-in-fact ~~prospectus~~without iswritten aconsent ~~part~~of the WFOEs.

Exclusive Option Agreement

Under which each shareholder of the VIEs granted 9F or any third party designated by 9F the exclusive and irrevocable right to purchase from such shareholders of the VIEs, to the extent permitted by PRC law and regulations, all or part of their respective equity interests in the VIEs for a purchase price equal to the registered capital. The shareholders of the VIEs will then return the purchase price to 9F or any third party designated by 9F after the option is exercised. 9F may transfer all or part of its option to a third party at its own option. The VIEs and its shareholders agree that without prior written consent of 9F, they may not transfer or otherwise dispose the equity interests or declare any dividends. The restated option agreement will remain effective until 9F or any third party designated by 9F acquires all equity interest of the VIEs.

Spousal Consent

The spouse of each shareholder of the VIEs has entered into a spousal consent letter to acknowledge that he or she consents to the disposition of the equity interests held by his or her spouse in the VIEs in accordance with the exclusive option agreement, the power of attorney and the equity pledge agreement regarding VIE structure described above, and any other supplemental agreement(s) may be consented by his or her spouse from time to time. Each such spouse further agrees that he or she will not take any action or raise any claim to interfere with the arrangements contemplated under the mentioned agreements. In addition, each such spouse further acknowledges that any right or interest in the equity interests held by his or her spouse in the VIEs do not constitute property jointly owned with his or her spouse and each such spouse unconditionally and irrevocably waives any right or interest in such equity interests.

Loan Agreement

Pursuant to the loan agreements between WFOEs and each shareholder of the VIEs, WFOEs extended loans to the shareholders of the VIEs, who had contributed the loan principal to the VIEs as registered capital. The shareholders of VIEs may repay the loans only by transferring their respective equity interests in VIEs to 9F Inc. or its designated person(s) pursuant to the exclusive option agreements. These loan agreements will remain effective until the date of full performance by the parties of their respective obligations thereunder.

Equity Interest Pledge Agreement

Pursuant to equity interest pledge agreement, each shareholder of the VIEs has pledged all of his or her equity interest held in the VIEs to WFOEs to secure the performance by VIEs and their shareholders of their respective obligations under the contractual arrangements, including the payments due to WFOEs for services provided. In the event that the VIEs breach any obligations under these agreements, WFOEs as the pledgees, will be entitled to request immediate disposal of the pledged equity interests and have priority to be compensated by the proceeds from the disposal of the pledged equity interests. The shareholders of the VIEs shall not transfer their equity interests or create or permit to be created any pledges without the prior written consent of WFOEs. The equity interest pledge agreement will remain valid until the master exclusive service agreement and the relevant exclusive option agreements and proxy and power of attorney agreements, expire or terminate.

Master Exclusive Service Agreement

Pursuant to exclusive service agreement, WFOEs have the exclusive right to provide the VIEs with technical support, consulting services and other services. WFOEs shall exclusively own any intellectual property arising from the performance of the agreement. During the term of this agreement, the VIEs may not accept any services covered by this agreement provided by any third party. The VIEs agree to pay service fees to be determined and adjusted at the sole discretion of the WFOEs. The agreement will remain effective unless WFOEs terminate the agreement in writing.

All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. However, the validity and enforcement of the VIE Agreements because they have not been tested in a court of law. The legal environment in the PRC is not as developed as in some other jurisdictions, such as the United States, and PRC laws and regulations governing the VIE’s current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change in the VIE’s operations, significant depreciation of the value of our common stock, or a complete hindrance of our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless.

As a result of the WFOE and the VIE Agreements, we are regarded as the primary beneficiary of the VIE. If Shanghai Muliang and its subsidiary or the Shanghai Muliang Shareholders fail to perform their respective obligations under the contractual arrangements, we could be limited in our ability to enforce the contractual arrangements with Shanghai Muliang and its subsidiary and therefore we may have to incur substantial costs and expend additional resources to enforce such arrangements. The VIE structure is used to provide contractual exposure to foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment in the operating companies. We and our subsidiaries have zero equity ownership in Shanghai Muliang, the VIE. It is likely that investors in our future offerings will never hold ownership interests, direct or indirect, in the VIE and would merely have a contractual relationship. While the VIE, Shanghai Muliang, is not currently engaging in businesses where direct foreign investment is prohibited, the VIE may engage in such business in the future and therefore the VIE structure was implemented to allow flexibility prior our listing on the OTC Markets in 2016.

Our corporate structure is subject to risks associated with our contractual arrangements with the VIE. The company and its investors may never have a direct nor indirect ownership interest in the businesses that are conducted by the VIE. These arrangements may not be as effective as direct ownership in providing operational control over the VIE. Uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements, and these contractual arrangements have not been tested in a court of law. If the PRC government finds that the agreements that establish the structure for operating our business in China do not comply with PRC laws and regulations, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we and the VIE could be subject to severe penalties or be forced to relinquish our interests in those operations. This would result in the VIE being deconsolidated. The majority of our assets, including the necessary licenses to conduct business in China, are held by the VIE. A significant part of our revenues is generated by the VIE. An event that results in the deconsolidation of the VIE would have an adverse material effect on operations and may result in the value of the securities diminishing substantially or even becoming worthless. Our holding company, our PRC subsidiaries and VIE, and investors of Muliang face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIE and, consequently, significantly affect the financial performance of the VIE and our company as a whole.

Additionally, we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to, the limitation on foreign ownership of internet technology companies, and regulatory review of oversea listing of PRC companies through a special purpose vehicle, and the validity and enforcement of the VIE Agreements. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard. The VIE Agreements may not be effective in deriving benefits from Shanghai Muliang as a direct foreign investment or control through ownership. We may also be subject to sanctions imposed by PRC regulatory agencies, including the Chinese Securities Regulatory Commission if we fail to comply with their rules and regulations. If the Chinse regulatory authorities disallow this VIE structure in the future, it will likely result in a material change in our financial performance and our results of operations and/or the value of our common stock, which could cause the value of such securities to significantly decline or become worthless. Additionally, as more stringent criteria have been imposed by the SEC and the Public Company Accounting Oversight Board recently, our securities may be prohibited from trading if our auditor cannot be fully inspected.

Additionally, we are subject to certain legal and operational risks associated with the VIE’s operations in China. PRC laws and regulations governing the VIE’s current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change in the VIE’s operations, significant depreciation of the value of our common stock, or a complete hindrance of our ability to offer or continue to offer our securities to investors. 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. 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. or other foreign exchange.

The tables below demonstrate the quantitative metrics of the U.S. holding company and the VIE (Shanghai Muliang Industry Co., Ltd.), for the fiscal years ended December 31, 2023 and 2022. Please read this data together with our consolidated financial statements and related notes included in the registration statement of which this report is a part.

As of and for the year ended December 31, 2023

	Shanghai Muliang Industry Co., Ltd.(VIEs)			Consolidated Financials			% of the Consolidated Financials

Current assets	$	14,548,442		$	14,548,460			100	%
Non-current assets		7,596,743			7,596,743			100	%
Total Assets		22,145,185			22,145,203			100	%
Current liabilities		4,823,664			4,842,594			100	%
Non-current liabilities		23,112			23,112			100	%
Total liabilities		4,846,776			4,865,706			100	%
Total shareholders’ equity		17,298,409			17,279,497			100	%
Revenues		8,656,862			8,656,862			100	%
Cost of goods sold		5,353,549			5,353,549			100	%
Gross profit		3,303,313			3,303,313			100	%
Total operating expenses		2,836,012			2,836,012			100	%
Income before taxes		823,628			823,628			100	%
Net income from continuing operations		849,427			849,427			100	%
Net income from discontinued operations		-			988,854			0	%
Net income		849,427			1,,838,281			46	%
Net cash used in operating activities		(934,408	)		(934,408	)		100	%
Net cash used in investing activities		(178,527	)		(178,527	)		100	%
Net cash provided by financing activities	$	375,866		$	375,866			100	%

As of and for the year ended December 31, 2022

	Shanghai Muliang Industry Co., Ltd.(VIEs)			Consolidated Financials			% of the Consolidated Financials
Current assets	$	17,~~244~~174,~~572~~560		$	17,334,522			99	%
Non-current assets		7,698,~~043~~044			7,756,931			99	%
Total Assets		24,~~942~~872,~~615~~604			25,091,453			99	%
Current liabilities		78,~~967~~203,~~596~~734			9,221,958			8687	%
Non-current liabilities		67,573			76,126			89	%
Total liabilities		8,~~035~~271,~~169~~307			9,298,084			8687	%
Total shareholders’ equity (deficit)		16,907,446			15,793,369			107	%
Total shareholders’ equity		16,907,446			15,793,369			107	%
Revenues		11,049,883			11,~~853~~049,~~252~~883			93100	%
Cost of goods sold		6,358,418			6,~~923~~358,~~717~~418			92100	%
Gross profit		4,691,465			4,~~929~~691,~~535~~465			95100	%
Total operating expenses		~~717~~954,~~254~~446			1954,~~221,611~~446			59100	%
Income before taxes		3,622,824			3,~~358~~622,~~421~~824			~~108~~100	%
Net income from continuing operations		3,190,198			3,190,198			100	%
Net Loss from discontinued operations		-			(270,662	)		0	%
Net income		3,190,198			2,919,536			109	%
Net cash provided by (used in) operating activities		(1,315,795	)		(1,302,022	)		101	%
Net cash used in operating activities		(1,316,756	)		(1,302,022	)		101	%
Net cash provided by (used in) investing activities		(126,208	)		(126,208	)		100	%
Net cash used in investing activities		(126,208	)		(126,208	)		100	%
Net cash provided by (used in) financing activities	$	1,444,460		$	1,444,460			100	%
Net cash provided by financing activities	$	1,444,460		$	1,444,460			100	%

~~As of and for the year ended December 31, 2021~~10

	Shanghai Muliang Industry Co., Ltd.(VIEs)			Consolidated Financials			% of the Consolidated Financials
Current assets	$	18,972,383		$	19,173,830			99	%
Non-current assets		8,995,363			9,726,617			92	%
Total Assets		27,967,746			28,900,447			97	%
Current liabilities		12,794,076			13,770,110			93	%
Non-current liabilities		422,480			422,480			100	%
Total liabilities		13,216,556			14,192,590			93	%
Total shareholders’ equity (deficit)		14,751,190			14,707,857			100	%
Revenues		9,731,082			10,635,402			91	%
Cost of goods sold		5,910,793			6,388,771			93	%
Gross profit		3,820,289			4,246,631			90	%
Total operating expenses		1,527,941			2,501,093			61	%
Income before taxes		2,462,471			1,946,158			127	%
Net income		2,254,902			1,731,177			130	%
Net cash provided by (used in) operating activities		5,484,916			4,930,236			111	%
Net cash provided by (used in) investing activities		(1,158,773	)		(1,158,773	)		100	%
Net cash provided by (used in) financing activities	$	(4,328,560	)	$	(4,363,568	)		99	%

Quantitative Metrics of the VIE, Shanghai Muliang Industry Co., Ltd.

	Parent company				WFOE (Shanghai Mufeng) - Note 2			Shanghai Muliang Industry Co., Ltd. and its subsidiaries (the VIEs)				Subsidiaries		Elimination of intercompany balances			Consolidated Financials			% of the Consolidated Financials
	A				B			C				D		E			F=A+B+C+D+E			G=C/F
Cash and cash equivalence	$	-							1,389				-		-			1,389		100	%
Current assets		-				18			14,548,442				-		-			14,548,460		100	%
Intercompany receivable from VIE		-		Note 2		11,574,738			-				-		(11,574,738	)		-		N/A
Investment in Subsidiaries						-			-				-		-			-		N/A
Total Assets	$	-				11,574,756			22,145,185				-		(11,574,738	)		22,145,203		100	%
Current liabilities		14,534				4,396			4,823,664				-					4,842,594		100	%
Intercompany payable to WFOE		-				-			11,574,738				-		(11,574,738	)		-		N/A
Total liabilities	$	14,534				4,396			16,421,514				-		(11,574,738	)		4,865,706		337	%
Total shareholders’ equity (deficit)	$	(14,534	)			11,570,360			5,723,671		Note 1		-					17,279,497		33	%

Revenues		-				-			8,656,862				-		-			8,656,862		100	%
Gross profit		-				-			3,303,313				-		-			3,303,313		100	%
Service fee expense from VIE to WFOE		-				849,427			-				-		(849,427	)		-		N/A
Total operating expenses		-				-			2,834,012				-					2,834,012		100	%
Operating Income		-				849,427			467,301				-		(849,427	)		467,301		100	%
Income from VIE		-				849,427			-				-		(849,427	)		-		N/A
Income from discontinued operations		988,854				-			-						-			988,854		-
Net income	$	988,854				849,427			849,427				-		(849,427	)		1,838,281		46	%
Total Comprehensive Income		988,854				849,427			497,274				-		(849,427	)		1,838,281		46	%

OPERATING ACTIVITIES
Net income		988,854				849,427			497,274				-		(849,427	)		1,838,281		46	%
Equity in earnings of subsidiaries		-							-				-		-			-		N/A
Intercompany receivable / payable between WFOE and VIE		-				(849,427	)		849,427				-		-			-		N/A
Net cash used in operating activities	$	-				-			(934,408	)			-		-			(934,408	)	100	%
Net cash used in investment activities		-				-			(178,527	)			-		-			(178,527	)	100	%
Net cash provided by financing activities	$	-				-			375,866				-		-			375,866		100	%

~~Our Industry~~Note 1 The Company’s shareholders would not hold any ownership interest, direct or indirect, in the operating company in China, i.e. the VIE, and would merely have a contractual relationship with the VIE.

Note 2

The intercompany balances of $11,574,738 between the WOFE and the VIE arising from the service fee income payable to the WOFE by the VIE; the intercompany balances do not include any loans between the WOFE and the VIE. The amount is accumulated from the date that the VIE agreements when into effect on February 16, 2016. As the Company has disclosed, the VIE has not paid amounts in cash or other means to settle the payables balances owed by the VIE to the WOFE.

Industry Overview

The Status and Market Demand of the Organic Straw Fertilizer Industry in China

In China, straw exists in a large quantity and has a wide variety of uses and broad distribution. The annual output of straw is more than 700 million tons, according to the China Industry Information Network’s report on “2017 China Straw Resource Reserves and Utilization Market Overview.” Straw contains more than 3 million tons of nitrogen, more than 700,000 tons of phosphorus and nearly 7 million tons of potassium; this is equivalent to more than a quarter of the amount of fertilizer China’s currently uses and equivalent to 300 million tons of standard coal. Unfortunately, nearly 100 million tons of straw chaff are burned directly in the fields every year, which not only seriously damages the beneficial bacteria in the soil surface but directly leads to severe air pollution and increases the greenhouse effect. With such a significant amount of straw production in China, if even a part of the straw can be recycled each year, it will bring huge, sustainable recycling resources to the fertilizer industry. On November 25, 2015, the National Development and Reform Commission, the Ministry of Finance, the Ministry of Agriculture and the Ministry of Environmental Protection jointly issued a notice, requiring the utilization rate of straw to exceed 85% by 2020.

The market demand in China for organic fertilizer is significant. According to the National Bureau of Statistics in 2019, the China national sales volume of organic fertilizers in 2018 was 133.42 million tons. According to the current policy of encouraging less use of chemical fertilizer, improving the quality of agricultural products and restoring land, it is estimated that the demand of organic fertilizers will increase to 180 million tons by 2020. At the same time, according to a governmental advocate of increasing proportion of organic fertilizer to 50% of the total use of fertilizer, the demand in China for organic fertilizer will reach more than 500 million tons by 2030.

The Environmental Benefits of Promoting Organic Straw Fertilizer

Lower Air Pollution- If each county area builds straw disposal factories that can handle even 100,000 tons of waste, 100 counties can offset the damage from destructive burning equivalent to approximately 10 million tons of straw. This would reduce carbon dioxide emissions by 15 million tons and reduce a huge amount of carbon monoxide, volatile organic particles (PM), nitrogen oxides, benzene, polycyclic aromatic hydrocarbons and other harmful gases released into the atmosphere.

Lower soil pollution and greater environment restoration- Straw is a circulating agricultural resource and the best organic fertilizer resource, according to Baidu. Organic straw fertilizer is also the main agricultural tool used to convert wasteland, tidal flats, and saline-alkali land into arable land. It is also the primary tool in transforming barren land into medium-low yield fields and to upgrade medium-low yield fields to high-quality fertile fields.

Lower water pollution- The utilization rate of traditional chemical fertilizers is generally below 30%, and 70% of dissolved chemical fertilizers directly enter underground water bodies and flow into rivers, resulting in eutrophication of water bodies. Increasing the application of organic fertilizer is one of the important methods to reduce water pollution.

~~The High Growth of Logistics and Last Mile Delivery Market in China~~12

~~According~~The toProducts research done by Reportlinker.com (https://www.reportlinker.com/p05819554/Global-Last-Mile-Delivery-Industry.html?utm_source=GNW), the global last mile delivery market is estimated to reach USD 53.4 billion by 2027. China, the world’s second largest economy is expected to reach a market size of USD 9.3 billion by the year 2027, representing a compound annual growth rate (CAGR) of 7.1% over the analysis period of 2020 to 2027.

~~With Muliang~~The ~~Viagoo’s~~Company ~~last~~and ~~mile~~the ~~delivery~~VIE ~~platform,~~are wecommitted ~~are~~to inensuring athe ~~good~~quality ~~position~~of its agricultural products. We aim to ~~aggregate~~provide high-quality and environmentally friendly organic straw fertilizer for the ~~carriers~~VIE and ~~merchant~~its subsidiaries’s customers. ~~orders~~The ~~by taking~~organic ~~advantage~~fertilizers are the products of ~~route~~natural ~~optimization~~decomposition and ~~tracking~~are ~~technologies~~easy for plants to ~~drive~~absorb ~~down~~and digest. The powder form fertilizer maximizes the ~~cost~~survival ~~per~~rate ~~delivery~~of microorganisms, ensures faster nutrient absorption, and increases soil improvement seed and processing productivity. ~~The~~While ~~platform~~the ~~has~~operations are primarily engaged in producing organic fertilizers, the ~~ability~~VIE toand its subsidiaries ~~expand~~also ~~beyond~~sell ~~Muliang~~agriculture food products such as apples. Revenues are mainly generated from organic fertilizers, which constituted approximately 100.0% and 93.2% of the VIE and its subsidiaries’s ~~business~~total ~~network~~revenue for the fiscal years ended December 31, 2023 and 2022, respectively. In addition, we invested in the construction of ~~organic~~a ~~fertilizer~~deep-processing ~~supplies~~slaughterhouse which is expected to ~~food~~have ~~distribution~~the capacity of slaughtering 200,000 ~~restaurants~~black goats per year in Chuxiong City, Yunnan Province, China. We expect to complete the construction in June 2024 and ~~eCommerce~~start ~~merchants~~generating revenues from the black goat processing products in the third quarter of 2024.

Our Products

We are committed to ensuring the quality of our agricultural products. We aim to provide high-quality and environmentally friendly organic straw fertilizer for our customers. Our organic fertilizers are the products of natural decomposition and are easy for plants to absorb and digest. Our powder form fertilizer maximizes the survival rate of microorganisms, ensures faster nutrient absorption, and increases soil improvement seed and processing productivity. While we are primarily engaged in producing organic fertilizers, we also sell agriculture food products such as apples. We generated our revenue mainly from our organic fertilizers, which constituted approximately 93.2% and 91.5% of our total revenue for the fiscal years ended December 31, 2022 and 2021, respectively . The sales of apples generated less than 1% of our total revenue for the fiscal years ended December 31, 2022 and 2021, respectively. In addition, we invested in the construction of a deep-processing slaughterhouse which is expected to have the capacity of slaughtering 200,000 black goats per year in Chuxiong City, Yunnan Province, China. We expect to complete the construction in June 2023 and start generating revenues from the black goat processing products in the third quarter of 2023.

Organic Fertilizer

~~Our~~ The fertilizer products are sold under ~~our~~the VIE and its subsidiaries’ brand names “Zongbao,” “Fukang,” and “Muliang.” There are seven lines of ~~our~~the organic fertilizers including:

●

Soil improvement and preparation fertilizer, which includes compound microbes, probiotics that can supplement microorganisms and trace elements of soil. It can be used as both starter fertilizer and regular fertilizer;

●

Root protection fertilizer, which is an organic nutrient water-soluble fertilizer that can help the growth of crops’ roots;

●

Foliar nutrition fertilizer, which is a biological growth promoter to help customers take care of the foliar of their plants;

● Lower pesticide residue fertilizer, which can help ~~our~~the customers reduce the usage of pesticide and enhance the resistance ability for plants;

●

Fruit special fertilizer which contains enhanced nutrient availability to increase plant performance;

●

Fruit tree fertilizer that promotes healthy roots and fruit growth and are ideal for all fruit trees and berries; and

●

Corn and peanuts fertilizer that are specially used for corns and peanuts.

~~Our~~The organic fertilizer contains all-purpose nutrition that can be used in the different stages of plant growth. It aims to increase soil fertility, improve soil aggregate structure, provide nutrient absorption ability for crop, improve water retention capacity and improve fertilizer utilization, thus creating a sustainable environment and healthy soil.

Apple Orchard

In 2014, we leased 350 mu (about 57.66 acres) of mountainous land as an apple farm and, for the purpose of using our own fertilizer to demonstrate the advantages of our organic straw fertilizer. The selling of apples generated less than 1% of our total revenue for the fiscal years ended December 31, 2022 and 2021, respectively. As the apple trees become more mature, we expect to generate more revenues from the sales of apples in the future.

Future Products

Black Goat Processing Products

Currently we invested in a goat slaughtering and processing factory located in Shuangbai County, Chuxiong City, Yunnan Province, PRC starting in 2018. This factory is expected to be completed in June ~~2023~~2024 with a capacity of deep processing of 200,000 black goats per year. The ~~Our~~ products will include goat riblets, goat loin roast, goat loin chops, goat rack, goat leg, goat shoulder, goat leg shanks, ground goat, goat stew meat, whole goat, half goat, and lamb viscera, etc. We expect to commence sales of black goat processing products and start generating revenue in the third quarter of ~~2023~~2024.

Forage Grass

We are exploring the options to use forage grass as an alternative for traditional feed for live-stocks. We currently have several research and development projects with schools and institutions. See “Research and Development” below.

813

~~Our~~ Technology and Manufacturing Process

We utilize ~~our~~ the patented technologies to process crop straws into organic fertilizer.

Crop straws include the stems, roots, leaves, pods and vines of crops. The main ingredients are cellulose, hemicellulose and lignin, as well as a small amount of minerals. Straw is a crude fiber material that is waxy and lignified. The fermentation cycle is long for the straw to be processed into organic fertilizer, as it takes 15 days to 60 days for microbial action. This is a common challenge for the large-scale and timely manufacturing of straw fertilizer.

The crop straws will be processed into a nutrient-rich organic fertilizer in a closed container by low-pressure, medium-temperature acid hydrolysis technology (with 9-to-13-kg pressure and at 150-to-180-degree temperature). The basic principle is as follows:

We utilize cellulose hydrolysis, hemicellulose hydrolysis and lignin hydrolysis methods to process cellulose, hemicellulose and lignin into short-chain cellulose, polysaccharide, monosaccharide, oligomer, etc. Based on the demand for ~~our~~the organic fertilizers and the controlled processing conditions, on average ~~our~~the VIE and its subsidiaries’ methods produce a mix with a majority of short-chain cellulose, some polysaccharides and a small amount of monosaccharides.

The straws are stored in ~~our~~the warehouse after compacting them in a briquetting machine. The straw compacts are easy to transfer and ~~occupy~~ occupy less storage space. The straw compacts will be first crushed to 3 cm to 5 cm in length. The straws are then processed in the ~~hydrothermal~~ hydrothermal degradation tank for 2 to 3 hours. We pump steam generated by a boiler into the hydrothermal degradation tank, so that the temperature in the hydrothermal degradation tank is maintained between 150°C and 180°C and the pressure is maintained at 0.9-1.3MPa. After 2-3 hours of thermal degradation, we release the pressure to 0.2~0.4MPa. By releasing the pressure, the straws explode to the storage tank, resulting in a mechanical treatment of the explosion impinging stream, breaking the cellulose, hemicellulose and lignin in the straw, breaking the hydrogen bonds, degrading fiber crystallization regions into an amorphous stage and degrading macromolecules into micro-molecules. After that, we add different auxiliary materials through an automatic batching system to make different organic fertilizers suitable for different crops. We then repeat a process of crushing, granulating, cooling and screening before packaging the fertilizers into products.

Sales and Marketing

We believe that ~~our~~VIE and its subsidiaries’ sales services, combined with the quality and reputation of ~~our~~the products will help us retain and attract new customers.

We distribute and sell ~~our~~VIE and its subsidiaries’ products to the ~~our~~ end-customers through several different channels, including professional markets and the sales department of ~~our~~the company and distributors:

● Professional Market: we built a long-term cooperation relationship with private agricultural companies and agricultural cooperative associations for sales; ● Sales Department: we have sixteen sales representatives with our sales department that are professionally trained to efficiently promote and deliver products to our customers; ● Third-party Agent and Distributors: we utilize various third-party agents and distributors to sell and distribute our products; and ● E-commerce: we are designing and setting up an online trading platform to sell our products, which is expected to be completed in 2020.

~~By using~~● ~~various~~Sales ~~channels~~Department: towe ~~sell~~have ~~and~~sixteen ~~distribute~~sales ~~our~~representatives ~~products~~with tothe ~~customers,~~sales wedepartment ~~can~~that ~~directly~~are ~~serve~~professionally ~~our~~trained ~~customers~~to ~~and~~efficiently ~~end-customers~~promote byand ~~providing customer~~deliver ~~service~~products ~~and~~to ~~support.~~the customers;

9● Third-party Agent and Distributors: we utilize various third-party agents and distributors to sell and distribute the products; and

By using various channels to sell and distribute the products to customers, we can directly serve the customers and end-customers by providing customer service and support.

Suppliers and Customers

Suppliers

Most of ~~our~~the VIE and its subsidiaries’ suppliers are local suppliers from Qingdao city, Shandong province. The main raw materials for organic feeds include: (i) hydrolysed crop straw, which are chemically decayed wheat straw, corn straw and other kinds of crop straw, accounting for about 54% of the total raw materials; (ii) plant ash (Potassium carbonate, K2CO3), accounting for estimated 4% of the total raw materials; and (iii) Humic acid, accounting for about 3% of the total raw materials. Other auxiliary materials include monoammonium phosphate, urea, etc.

The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchase for the ~~years~~ years ended December 31, ~~2022~~2023 and ~~2021~~2022.

	For the years ended December 31,
Suppliers	2022					2021
	2023					2022
	Amount		%			Amount		%
Suppliers	Amount		%			Amount		%
A		678,040		12	%		977,168		19	%
Supplier A		1,471,441		33	%		3,735,133		64	%
B		3,735,133		64	%		913,496		18	%
Supplier B		N/A		N/A			678,040		12	%
C		N/A		N/A			837,216		16	%
Supplier C		919,032		20	%		N/A		N/A
D		N/A		N/A			623,261		12	%
Supplier D		873,366		19	%		N/A		N/A
E		N/A		N/A			621,401		12	%
Supplier E		827,129		18	%		N/A		N/A

Customers

~~Our~~The VIE and its subsidiaries’ customers are mainly located in provinces of Guangdong, Jilin and Shandong.

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the years ended December 31, ~~2022~~2023 and ~~2021~~2022.

	For the years ended December 31,
Customer	2022					2021
	2023					2022
	Amount		%			Amount		%
Customer	Amount		%			Amount		%
Guangzhou Lvxing Organic Agricultural Products Co., Ltd		4,774,456		40	%		3,521,542		36	%
Customer A		3,332,699		38	%		4,774,456		40	%
Guangzhou Xianshangge Trading Co., Ltd		4,503,761		38	%		3,414,994		35	%
Customer B		3,313,441		38	%		4,503,761		38	%

~~Our~~The Growth Strategy

We intend to build upon ~~our~~the ~~proven~~VIE and its subsidiaries’ proven ability to produce high-quality organic fertilizer and increase ~~our~~the presence and market share in the agriculture industry. We have begun to implement the growth strategies described below and expect to continue to do so over the several years following this ~~offering~~report. Although the net proceeds of ~~this~~our ~~offering~~future ~~will~~offerings may be available to assist us to implement ~~our~~the growth strategies, we cannot estimate the ultimate amount of capital needed to achieve ~~our~~the expected growth. We may need additional capital to implement these strategies, particularly in the event we pursue acquisitions of complementary businesses or technologies.

Scale Up Production of Organic Fertilizer and Accelerate Penetration in Local and Regional Markets

We plan to construct a new organic fertilizer factory in Heilongjiang Province, China. We have entered into a strategic cooperation agreement with Suihua City of Heilongjiang Province to produce a total of 1 million tons of organic fertilizer. We expect to produce 107,000 tons of organic fertilizer in ~~2023~~2024 and the remaining within the next 10 years. In addition, we will establish warehouse and distribution center in Heilongjiang Province, which is expected to accelerate penetration in the local and regional market.

Increase Sources of Revenue by Expanding ~~Our~~the VIE and its subsidiaries’ Current Business

We have a slaughtering and processing plant for black goats under construction in Yunnan Province, China. We expect the plant to begin operations in June ~~2023~~2024 and start generating revenue in the third quarter of ~~2023~~2024. Demand for lamb in China as an alternative to pork is increasing due to growing concern on swine disease and pork quality. We plan to offer lamb and lamb products to consumers via a subscription program available on ~~our~~the VIE and its subsidiaries’ website and mobile app in the future.

10Continue to Invest in Research and Development and Expand the VIE and its subsidiaries’ Product Portfolio

~~Continue~~We tohave ~~Invest~~invested significant capital in ~~Research~~the development and ~~Development~~improvement of the VIE and ~~Expand~~its ~~Our~~subsidiaries’ ~~Product~~products. ~~Portfolio~~One of the R&D results introduced us to a type of forage grass that contains 30% more protein than other crops. We plan to work with the forage grass farmers in Xinjiang Province and to produce plant protein powder from the forage grass to be used in food and beverages in 2024.

We have invested significant capital in the development and improvement of our products. One of the R&D results introduced us to a type of forage grass that contains 30% more protein than other crops. We plan to work with the forage grass farmers in Xinjiang Province and to produce plant protein powder from the forage grass to be used in food and beverages in 2023.15

Growth Strategy in Viagoo Online Smart Logistics

The Chinese smart logistics industry reached a total size of USD 37 billion in 2017 and is projected to reach a size of USD 135 billion by the year 2024. (https://www.businesswire.com/news/home/20190903005657/en/China-Smart-Logistics-Market-Report-2019-Industry)

As of 2018, there were 25.68 million registered trucks in China based on data shown in Statista.com. To ride on the growth trend and capitalize the emerging growth potential, Muliang Viagoo will be implementing the Viagoo Technology platform in China and targeting the China fleet owners and truck drivers.

The Viagoo VTM is a very apt and synergistic logistic platform for the Chinese logistic market as it has huge geographical distance and a huge population of truck drivers. They can collaborate by job listings/postings, sub listings and job bookings in a resource sharing model. Muliang Viagoo can potentially extend to seek further value-added revenue streams deriving, for example, from insurance and soliciting job bookings.

Mitigating empty return trips for truck drivers and fleet operators is a key reason to join and onboard our VTM platform as it leads to cost reductions and added revenue. The onboarding of retailers, malls, and ecommerce (shippers) who are the source of demand generation in tandem with truck drivers and fleet owners (the carriers) are the fulfilment of demand, hence forming a sought-after business equilibrium.

With Muliang Viagoo’s connections to farms, malls, logistics service providers in conjunction with VTM platform, we are well poised to pave way to gain quicker inroads into China logistic markets to seek business growth as planned.

As for South East Asia, third party logistics market accounted for US$ 36.4 billion in 2017 and is expected to grow at a CAGR of 5.5% over the forecast period 2018-2025, to account for US$ 55.7 billion in 2025. Viagoo platform is well positioned in the regional technology hub of ASEAN and we are targeting to have a strong growth in these markets.

In China, we plan to adopt a three phases approach. In phase 1, the platform will be opened to Muliang’s businesses and business partners. The platform will enable participating merchants to take advantage of Viagoo’s digital technology to improve efficiency and lower costs. We plan to onboard truck drivers to the platform to list their services. To entice the drivers to join, we plan to partner with local insurance and finance companies to offer discounts in insurance coverage and truck leasing.

In phase 2, we plan to use data analytics technology to provide forecasts on supply and demand across provinces and delivery locations. With the improved data, the platform services is expected to expand the market coverage to other cities and provinces. We plan to deploy blockchain technology to enhance data and transaction security. Using a distributed ledger, the data is protected and transparent between the respective stakeholders.

In phase 3, we plan to expand the partner network to include other supportive merchants to offer their services at the key rest stops across the strategic locations.

Outside China, we plan to work with joint venture partners in target countries to establish our platform services. This is to ensure a quick deployment of the services and reduce the political and cultural differences. The target countries include Malaysia, Hong Kong SAR, and Indonesia.

We also plan to look at introducing specialized services such as medicine delivery linking to hospital and clinical systems for on demand dispensing.

Competitive Advantages

Competitive Advantages of ~~Our~~the VIE and its subsidiaries’ Technology

● Quick disposal: straw can be broken down into powder in three hours. ● Continuous operation: the production line is formed with connecting hydrolysis tanks, which allows the full use of steam heat and continuous charging, hydrolysis and discharge. ● Environmental protection: all the disposal devices are closed containers and pipelines to avoid gas and material leakage. ● High fertilizer efficiency: the organic fertilizer matrix after straw disposal has a higher content of organic matter than the compost products of livestock and poultry manure, and it has a comprehensive organic nutritional composition. It also avoids pesticide, insect pest returning to the field, excessive loose soil and the hidden trouble of fermenting and burning seedlings in the field. ● Less space: a plant capable of handling the disposal of 80,000 tons of straw only requires 6.6 - 8.2 acres of land. ● Strong replicability: our technology and production line can be replicated in different countries.

~~Competitive Advantage~~● Continuous operation: the production line is formed with connecting hydrolysis tanks, which allows the full use of ~~Our~~steam ~~Products~~heat and continuous charging, hydrolysis and discharge.

	●	Quality Advantage. Compared with the traditional compost manure fermented fertilizer, our product has a high concentration of organic matter and small molecular organic nutrients that can be directly absorbed by crops rich in fulvic acid, polysaccharides and monosaccharides. The effectiveness of our product is 50% higher than the same amount of conventional organic fertilizer.
	●	Safety advantage. Compared with traditional livestock and poultry manure composting fermented fertilizer, our product generates less residue of heavy metals, antibiotics, toxic and harmful bacteria, avoids the pollution of soil, and ensures the quality and safety of agricultural products.

●

Environmental protection: all the disposal devices are closed containers and pipelines to avoid gas and material leakage.

12● High fertilizer efficiency: the organic fertilizer matrix after straw disposal has a higher content of organic matter than the compost products of livestock and poultry manure, and it has a comprehensive organic nutritional composition. It also avoids pesticide, insect pest returning to the field, excessive loose soil and the hidden trouble of fermenting and burning seedlings in the field.

●

Less space: a plant capable of handling the disposal of 80,000 tons of straw only requires 6.6 - 8.2 acres of land.

●

Strong replicability: the technology and production line can be replicated in different countries.

Competitive Advantage of the VIE and its subsidiaries’ Products

●

Quality Advantage. Compared with the traditional compost manure fermented fertilizer, the product has a high concentration of organic matter and small molecular organic nutrients that can be directly absorbed by crops rich in fulvic acid, polysaccharides and monosaccharides. The effectiveness of the VIE and its subsidiaries’ product is 50% higher than the same amount of conventional organic fertilizer.

●

Safety advantage. Compared with traditional livestock and poultry manure composting fermented fertilizer, the VIE and its subsidiaries’ product generates less residue of heavy metals, antibiotics, toxic and harmful bacteria, avoids the pollution of soil, and ensures the quality and safety of agricultural products.

Intellectual Property

We rely on certain intellectual property to protect ~~our~~the VIE and its’ subsidiaries’ domestic business interests and ensure ~~our~~a competitive position in ~~our~~the industry.

We have 12 patents and 5 registered trademarks in China on sludge and straw technology, and we are a pilot company of technology in Jinshan District, Shanghai. Among the patents we now own, “microwave induced catalytic hydrolysis treatment sludge” was reviewed by Chinese Academy of Sciences Shanghai Technology Chaxin Consulting Centre (the “Centre”) (report no. 200921C0703709, 200821C0701507). According to the review by the Centre, there is no public report of the same kind of research, and therefore, the project is innovative and is advanced at the international level.

Patents

We own the following patents through our subsidiaries and/or VIE entities:

No.	Patent Name	Patent Number	Certificate Number
1	Pressure relief material discharge and storage device	ZL2009200705204		130427
2	Chemical catalytic hydrolysis tank	ZL2009200705219		1370181
3	Material storage bin with crusher	ZL2009200706156		1370214
4	Pneumatic check valve type tank cap	ZL2009200706160		1370180
5	Regenerative heat exchanger	ZL2009200705223		1419186
6	Method for preparing novel material by catalyzing and hydrolyzing mud through microwave inducing	ZL2008100346358		814191
7	Method for removing heavy metals from activated sludge	ZL2009100494481		1224500
8	Method for comprehensively treating grating garbage and activated sludge in sewage plant	ZL2009100494462		1276553
9	Method for preparing water soluble quick-acting organic fertilizer from activated sludge	ZL2009100494458		1311657
10	Mechanical force chemical treating method for organic solid wastes	ZL2009100494477		1372950
11	Method for preparing fuel oil by activated sludge in pipe bundle cracking furnace	ZL2011100405076		1513772
12	Method for directly flashing treated water into superheated steam and application	ZL2011100405127		2306463

The validity of utility model patent is ten years. It was noticed that five of the utility model patents owned by the Company were expired in April 2019 and were not extendable. The Company has noticed the situation and is planning to submit patent applications in another country to protect their intellectual property.

However, the expired patents ~~has~~have little impact on the company. And the Company also improved some patents although there is no further successful patent extension so far.

Trademarks

We own several trademarks through our subsidiaries and/or VIE entities, including Muliang, Zongbao, Xiutubao, Vijifeng, Jingletu, and Huangdicao. Muliang and Zongbao are our company’s brand names.

~~Our~~ The Employees

As of the date hereof, wethe VIE and its subsidiaries have 110 full-time employees. The following table sets forth the number of ~~our~~ employees by function:

Functional Area	Number of Employees
Senior management		12
Sales, Technical and Procurement		26
IT Development & Solutions		5
Accounting		5
Human resources and administrative personnel		6
Warehouse		5
Factory		51
Total		110

~~We provide~~The VIE and its subsidiaries provide social insurance for each employee in accordance with Chinese law, including pension insurance, medical insurance, unemployment insurance, work injury insurance and maternity insurance and housing provident fund.

1317

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 March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the Holding Foreign Company Accountable Act, or 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 September 22, 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 PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA, which became effective on January 10, 2022. 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 December 16, 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. The PCAOB made its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the HFCA Act. The report further listed in its Appendix A and Appendix B, Registered Public Accounting Firms Subject to the Mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination, respectively.

On August 26, 2022, the PCAOB signed a SOP with the CSRC and the MOF of the PRC regarding cooperation in the oversight of PCAOB-registered public accounting firms in the PRC and Hong Kong which establishes a method for the PCAOB to conduct inspections of PCAOB-registered public accounting firms in the PRC and Hong Kong, as contemplated by the Sarbanes-Oxley Act. Under the agreement, (a) the PCAOB has sole discretion to select the firms, audit engagements and potential violations it inspects and investigates without consultation with, or input from, PRC authorities; (b) procedures are in place for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (c) the PCAOB has direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates; and (d) the PCAOB shall have the unfettered ability to transfer information to the SEC in accordance with the Sarbanes-Oxley Act, and the SEC can use the information for all regulatory purposes, including administrative or civil enforcement actions. The PCAOB was required to reassess its determinations as to whether it is able to carry out inspections and investigations completely and without obstruction by the end of 2022. On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and vacated its previous determinations. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB will consider the need to issue a new determination.

Congress passed fiscal year 2023 Omnibus spending legislation in December 2022, which contained provisions to accelerate the HFCAA timeline for implementation of trading prohibitions from three years to two years. As a result, the SEC is required to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections or complete investigations for two consecutive years.

Our auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included elsewhere in this ~~prospectus,~~annual statement, is headquartered in San Mateo, California subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards with the last inspection in November 2021, and as of the date of this ~~prospectus~~report, our auditor is not subject to the determinations as to the inability to inspect or investigate registered firms completely announced by the PCAOB on December 16, 2021. However, as more stringent criteria have been imposed by the SEC and the PCAOB recently, which 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. In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company’s securities.

The recent developments would add uncertainties to our ~~offering~~future offerings, 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.

1418

Transfers of Cash to and from Our Subsidiaries

Muliang is a holding company with no operations of its own. We conduct ~~our~~ operations in China primarily through our subsidiary and VIE in China. As a result, although other means are available for us to obtain financing at the holding company level, Muliang’s ability to pay dividends to its shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries and license and service fees paid by our PRC consolidated affiliated entities. If any of our subsidiaries incurs debt on its own in the future, the instruments governing such debt may restrict its ability to pay dividends to Muliang. In addition, our PRC subsidiary and VIE are required to make appropriations to certain statutory reserve funds, which are not distributable as cash dividends except in the event of a liquidation of the companies.

Current PRC regulations permit our indirect PRC subsidiaries to pay dividends to Shanghai Mufeng only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. 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 such entity 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. 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.

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 our 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. If we or our subsidiaries are unable to receive all of the revenues from ~~our~~ operations through the current VIE Agreements, we may be unable to pay dividends on our ~~common~~ common stock.

Cash dividends, if any, on our common stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10.0%.

In order for us to pay dividends to our shareholders, we will be dependent on payments made from Shanghai Muliang to Shanghai Mufeng, pursuant to VIE Agreements between them, and the distribution of such payments to Muliang HK as dividends from Shanghai Mufeng. Certain payments from Shanghai Muliang to Shanghai Mufeng are subject to PRC taxes, including business taxes and VAT. During the years ended December 31, ~~2022~~2023 and ~~2021~~2022, Shanghai Muliang made no payments to Shanghai Mufeng. For the years ended December 31, ~~2022~~2023 and ~~2021~~2022, there was no cash transferred between the Company and Shanghai Muliang (~~our~~the VIEs).

For the years ended December 31, ~~2022~~2023 and ~~2021~~2022, none of the VIE and its subsidiaries have issued any dividends or distributions to respective holding companies, or to any investors as of the date of this ~~prospectus~~ report. Our subsidiaries in the PRC generate and retain cash generated from operating activities and re-invest it in ~~our~~the business.

Muliang is permitted under the laws of the state of Nevada to provide funding to Muliang HK through loans or capital contributions without restrictions on the amount of the funds. Muliang HK is permitted under the respective laws of Hong Kong to provide funding to Shanghai Mufeng through dividend distribution without restrictions on the amount of the funds.

To transfer cash from Muliang HK to Shanghai Mufeng, Muliang HK can increase its registered capital in WFOE, which requires a filing with the local commerce department, or through a shareholder loan, which requires a filing with the State Administration of Foreign Exchange or its local bureau. Aside from the declaration to the State Administration of Foreign Exchange, there is no restriction or limitations on such cash transfer or earnings distribution.

To transfer cash from Shanghai Mufeng to Shanghai Muliang, Shanghai Mufeng can increase its registered capital in Shanghai Muliang, which requires a filing with the local commerce department, or through a shareholder loan to Shanghai Muliang, which requires a filing with the State Administration of Foreign Exchange or its local bureau. Aside from the declaration to the State Administration of Foreign Exchange, there is no restriction or limitations on such cash transfer or earnings distribution. However, our PRC subsidiaries may not procure loans which exceed the difference between their respective registered capital and total investment amount as recorded in the Foreign Investment Comprehensive Management Information System.

To make loans to Muliang HK, Shanghai Mufeng or Shanghai Muliang, according to Matters relating to the Macro-prudential Management of Comprehensive Cross-border Financing, or PBOC Circular 9 promulgated by the People’s Bank of China, the total cross-border financing of a company shall be calculated using a risk-weighted approach and shall not exceed an upper limit. The upper limit shall be calculated as capital or assets (for enterprises, net assets shall apply) multiplied by a cross-border financing leverage ratio and multiplied by a macro-prudential regulation parameter. The macro-prudential regulation parameter is currently 1, which may be adjusted by the People’s Bank of China and the State Administration of Foreign Exchange in the future, and the cross-border financing leverage ratio is 2 for enterprises. Therefore, the upper limit of the loans that a PRC company can borrow from foreign companies shall be calculated at 2 times the borrower’s net assets. When Shanghai Mufeng and Shanghai Muliang jointly apply for borrowing foreign debt, the upper limit of borrowing shall be 2 times of the net assets in the consolidated financial statement, and Shanghai Muliang shall make a commitment to refrain from borrowing foreign debt in their own respective names.

For the years ended December 31, ~~2022~~2023 and ~~2021~~2022, Muliang and its subsidiaries have not distributed any earnings or settled any amounts owed under the previous VIE Agreements. nor does Muliang and its subsidiaries have any plan to distribute earnings or settle amounts in the foreseeable future.

1519

Item 1A. Risk Factors.

Summary of Risk Factors

Below please find a summary of the significant risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk factors” on page 20.

●

Uncertainties regarding the legality of the VIE structure in the future. Muliang Viagoo is a holding company incorporated in Nevada. As a holding company with no material operations of our own, we conduct a substantial majority of operations in the PRC though the variable interest entity, Shanghai Muliang and its subsidiaries. We receive the economic benefits of the VIE’s business operations through certain contractual arrangements. Investors in our common shares offered in our future offerings are purchasing shares of the U.S. holding company and not shares of the VIE and its subsidiaries in China that are conducting the business operations. The legality of the VIE structure has not been tested in the courts of the PRC. Furthermore, it is uncertain whether any new PRC laws, rules or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. See “Risk Factors - Risks Relating to Doing Business in the PRC - If the PRC government deems that any of our contractual arrangements do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations on page 22; and Risk Factors - Risks Relating to Our Corporate Structure - If the PRC government deems that the contractual arrangements in relation to Shanghai Muliang, our consolidated variable interest entity, do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations on page 52.

●

Risk of new regulations, significant new government oversight in China. As a business with a majority of its operations in China, we are subject to the laws and regulations of the PRC, which can change quickly with little advance notice. The PRC government has the power to exercise significant oversight and discretion over the conduct of the VIE and its subsidiaries’ business, and the regulations to which we are subject may change rapidly and with little notice to us or the shareholders. New regulations and policies, which may be adopted with little notice, could result in a material change in operations and/or the value of our ordinary shares. See “Risk Factors - Risks Relating to Doing Business in the PRC - PRC laws and regulations governing the VIE and its subsidiaries’ current business operations are sometimes vague and uncertain. Uncertainties with respect to the PRC legal system, including those regarding the enforcement of laws, and sudden or unexpected changes, with little advance notice, in laws and regulations in China could adversely affect us and limit the legal protections available to you and us” on page 30.

●

Risk of additional future government oversight and control over foreign offerings of China-based companies. Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers. Although the VIE and its subsidiaries’ business is not of the type currently subject to government review in China prior to a foreign securities offering, any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the PRC government could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. See “Risk Factors - Risks Relating to Doing Business in the PRC - Uncertainties with respect to the PRC legal system, including those regarding the enforcement of laws, and sudden or unexpected changes, with little advance notice, in laws and regulations in China could adversely affect us and limit the legal protections available to you and us” on page 30.

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Uncertainties with respect to the PRC legal system. The PRC legal system is based on written statutes and prior court decisions have limited value as precedents. Since the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. See “Risk Factors - Risks Relating to Doing Business in the PRC - PRC laws and regulations governing the VIE and its subsidiaries’ current business operations are sometimes vague and uncertain. Uncertainties with respect to the PRC legal system, including those regarding the enforcement of laws, and sudden or unexpected changes, with little advance notice, in laws and regulations in China could adversely affect us and limit the legal protections available to you and us” on page 30.

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Risks related to a future determination that the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect or investigate our auditor completely. Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this report, as an auditor of companies that audits publicly traded companies 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 our auditor’s compliance with the applicable professional standards. Our auditor is headquartered in San Mateo, California, and is subject to inspection by the PCAOB on a regular basis with the last inspection in October 2021, and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. Despite that we have a U.S. based auditor that is registered with the PCAOB and subject to PCAOB inspection, there are still risks to the company and investors if 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. Such risks include but not limited to that trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act and as a result an exchange may determine to delist our securities. See “Risk Factors - Risks Relating to Doing Business in the PRC - The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering” on page 33.

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Risks related to the seasonality of the VIE and its subsidiaries’ business. The sale of the products is partially dependent upon planting and growing seasons, which vary from year to year, and are expected to result in both seasonal patterns and substantial fluctuations in quarterly sales and profitability. See Risk Factors - Risks Relating to the VIE and its subsidiaries’ Business and Industry - the VIE and its subsidiaries’ fertilizer business is seasonal and affected by factors beyond their control, which may cause the sales and operating results to fluctuate significantly on page 38.

●

Risks related to potential competition. We encounter intense competition in each of the VIE and its subsidiaries’ business segments on a national, regional and local level. Competition in the industry is primarily based on quality of services, brand name recognition, geographic coverage and range of services. New and existing competitors may offer competitive rates, greater convenience or superior services, which could attract customers away from us, resulting in lower revenues for operations. See “Risk Factors - Risks Relating to the VIE and its subsidiaries’ Business and Industry - If we are unable to compete successfully with the VIE and its subsidiaries’ competitors, the financial condition and results of operations may be harmed” on page 40.

●

Risks related to the dependence on key suppliers, customers and personnel. Although we believe that we can locate replacement suppliers readily on the market any difficulty in replacing one of the VIE and its subsidiaries’ major suppliers could adversely affect the company’s performance Additionally, the VIE and its subsidiaries’ business is dependent on the ability to recruit and maintain highly skilled and qualified individuals through direct employment or collaboration arrangements. See “Risk Factors - Risks Relating to the VIE and its subsidiaries’ Business and Industry - The loss of any of the VIE and its subsidiaries’ key suppliers and/or customers could have a materially adverse effect on the results of operations on page 41; and We depend on the VIE and its subsidiaries’ key personnel and research employees, and we may be adversely affected if we are unable to attract and retain qualified scientific and business personnel on page 42; and Any failure by Shanghai Muliang, our consolidated variable interest entity, or its shareholders to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business” on page 54.

●

Risks related to our use of the VIE structure. We have relied and expect to continue relying on contractual arrangements with the VIE and their shareholders to operate our business in China. If the VIE, or its shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. See “Risk Factors - Risks Relating to Our Corporate Structure - We rely on contractual arrangements with the VIE and their shareholders for a large portion of our business operations. These arrangements may not be as effective as direct ownership in providing operational control. Any failure by the VIE or their shareholders to perform their obligations under such contractual arrangements would have a material and adverse effect on our business” on page 54.

Risks Relating to Doing Business in the PRC

If the PRC government deems that any of our contractual arrangements do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

Foreign ownership of internet-based businesses, such as distribution of online information, is subject to restrictions under current PRC laws and regulations. For example, foreign investors are not allowed to own more than 50% of the equity interests in a value-added telecommunication service provider (except e-commerce) and any such foreign investor must have experience in providing value-added telecommunications services overseas and maintain a good track record in accordance with the Guidance Catalog of Industries for Foreign Investment promulgated in 2007, as amended in 2011 and in 2015, respectively, and other applicable laws and regulations.

Muliang Viagoo is a holding company incorporated in Nevada. As a holding company with no material operations of our own, we conduct a substantial majority of ~~our~~ operations in the People’s Republic of China, or “PRC” or “China,” though ~~our~~the variable ~~interest~~ interest entity, Shanghai Muliang and its subsidiaries. We receive the economic benefits of the VIE’s business operations through ~~certain~~ certain contractual arrangements. Investors in our common shares offered in ~~this~~our ~~offering~~future offerings are purchasing shares of the U.S. holding company ~~and~~ and not shares of the VIE and its subsidiaries in China that are conducting the business operations.

It is uncertain whether any new PRC laws, rules or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. In particular, in January 2015, the Ministry of Commerce, or MOC, published a discussion draft of the proposed Foreign Investment Law for public review and comments. Among other things, the draft Foreign Investment Law expands the definition of foreign investment and introduces the principle of “actual control” in determining whether a company is considered a foreign-invested enterprise, or an FIE. Under the draft Foreign Investment Law, variable interest entities would also be deemed as FIEs, if they are ultimately “controlled” by foreign investors, and would be subject to restrictions on foreign investments. However, the draft law has not taken a position on what actions will be taken with respect to the existing companies with the “variable interest entity” structure, whether or not these companies are controlled by Chinese parties. It is uncertain when the draft will be signed into law and whether the final version will have any substantial changes from the draft. Substantial uncertainties exist with respect to the enactment timetable, interpretation and implementation of draft PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations” below. If the ownership structure, contractual arrangements and business of our company are found to be in violation of any existing or future PRC laws or regulations, or we fail to obtain or maintain any of the required permits or approvals, the relevant governmental authorities would have broad discretion in dealing with such violation, including levying fines, confiscating our income, shutting down our servers, discontinuing or placing restrictions or onerous conditions on ~~our~~ operations, requiring us to undergo a costly and disruptive restructuring, restricting or prohibiting our use of proceeds from ~~this~~ ~~offering~~future offerings to finance our business and operations in China and taking other regulatory or enforcement actions that could be harmful to to our business. Any of these actions could cause significant disruption to our business operations and could severely damage our reputation, which would in turn materially and adversely affect our business, financial condition and results of operations.

PRC regulations relating to investments in offshore 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 or limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits.

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 Circular 37, which replaces the previous SAFE Circular 75. 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 may make in the future.

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Under SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose vehicles, or SPVs, are required to register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct or indirect shareholder of an SPV, is required to update its registration with the local branch of SAFE with respect to that SPV, to reflect any material change. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration with the local branch of SAFE to reflect any material change. If any PRC resident shareholder of such SPV fails to make the required registration or to update the registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions into its subsidiaries in China. In February 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound direct investments, including those required under SAFE Circular 37, must be filed with qualified banks instead of SAFE. Qualified banks should examine the applications and accept registrations under the supervision of SAFE. We have used our best efforts to notify PRC residents or entities who directly or indirectly hold shares in our holding company and who are known to us as being PRC residents to complete the foreign exchange registrations. However, we may not be informed of the identities of all the PRC residents or entities holding direct or indirect interest in our company, nor can we compel our beneficial owners to comply with SAFE registration requirements. We cannot assure you that all other shareholders or beneficial owners of ours who are PRC residents or entities have complied with, and will in the future make, obtain or update any applicable registrations or approvals required by SAFE regulations. Failure by such shareholders or beneficial owners to comply with SAFE regulations, or failure by us to amend the foreign exchange registrations of our PRC subsidiaries, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our PRC subsidiaries’ ability to make distributions or pay dividends to us or affect our ownership structure, which could adversely affect our business and prospects.

Furthermore, as these foreign exchange and outbound investment related regulations are 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 investments and 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. We cannot assure you that we have complied or will be able to comply with all applicable foreign exchange and outbound investment related regulations. 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.

As a holding company with PRC subsidiaries, we may transfer funds to our Affiliate Entities or finance ~~our~~the operating entity by means of loans or capital contributions. Any capital contributions or loans that we, as an offshore entity, make to our Company’s PRC subsidiaries, including from the proceeds of ~~this~~our ~~offering~~future offerings, are subject to the above PRC regulations. We may not be able to obtain necessary government registrations or approvals on a timely basis, if at all. If we fail to obtain such approvals or make such registration, our ability to make equity contributions or provide loans to our Company’s PRC subsidiaries or to fund their operations may be negatively affected, which may adversely affect their liquidity and ability to fund their working capital and expansion projects and meet their obligations and commitments. As a result, our liquidity and our ability to fund and expand our business may be negatively affected.

We must remit the offering proceeds to China before they may be used to benefit ~~our~~the VIE and its subsidiaries’ business in China, and this process may take several months to complete.

The process for sending the proceeds from ~~this~~future ~~offering~~offerings back to China may take as long as six months after the closing of ~~this~~those ~~offering~~offerings. In utilizing the proceeds of ~~this~~future ~~offering in the manner described in “Use of Proceeds~~offerings,” as an offshore holding company of our PRC operating subsidiaries, we may make loans to our Affiliated Entities, or we may make additional capital contributions to our Affiliate Entities. Any loans to our Affiliated Entities are subject to PRC regulations. For example, loans by us to our subsidiaries in China, which are foreign-invested enterprises, to finance their activities cannot exceed statutory limits and must be registered with SAFE.

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To remit the proceeds of the offering, we must take the following steps:

● First, we will open a special foreign exchange account for capital account transactions. To open this account, we must submit to SAFE certain application forms, identity documents, transaction documents, form of foreign exchange registration of overseas investments of the domestic residents, and foreign exchange registration certificate of the invested company. As of the date of this ~~prospectus~~report, we have already opened a special foreign exchange account for capital account transactions.

●

Second, we will remit the offering proceeds into this special foreign exchange account.

●

Third, we will apply for settlement of the foreign exchange. In order to do so, we must submit to SAFE certain application forms, identity documents, payment order to a designated person, and a tax certificate.

The timing of the process is difficult to estimate because the efficiencies of different SAFE branches can vary significantly. Ordinarily the process takes several months but is required by law to be accomplished within 180 days of application.

We may also decide to finance our subsidiaries by means of capital contributions. These capital contributions must be approved by MOFCOM or its local counterpart. We cannot assure you that we will be able to obtain these government approvals on a timely basis, if at all, with respect to future capital contributions by us to our subsidiaries. If we fail to receive such approvals, our ability to use the proceeds of ~~this~~future ~~offering~~offerings and to capitalize our Chinese operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business. If we fail to receive such approvals, our ability to use the proceeds of ~~this~~future ~~offering~~ offerings and to capitalize our Chinese operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand ~~our~~the VIE and its subsidiaries’ business.

Changes in the policies of the PRC government could have a significant impact upon ~~our~~the VIE and its subsidiaries’ ability to operate profitably in the PRC.

We conduct all of ~~our~~ operations and all of our revenue is generated in the PRC. Accordingly, economic, political and legal developments in the PRC will significantly affect ~~our~~the VIE and its subsidiaries’ business, financial condition, results of operations and prospects. Policies of the PRC government can have significant effects on economic conditions in the PRC and the ability of businesses to operate profitably. ~~Our~~The VIE and its subsidiaries’ ability to operate ~~profitably~~ profitably in the PRC may be adversely affected by changes in policies by the PRC government, including changes in laws, regulations or their interpretation, particularly those dealing with the Internet, including censorship and other restriction on material which can be transmitted over the Internet, security, intellectual property, money laundering, taxation and other laws that affect ~~our~~the VIE and its subsidiaries’ ability to operate ~~our~~the website.

Because ~~our~~ the VIE and its subsidiaries’ business is dependent upon government policies that encourage a market-based economy, change in the political or economic climate in the PRC may impair ~~our~~the VIE and its subsidiaries’ ability to operate profitably, if at all.

Although the PRC government has been pursuing a number of economic reform policies for more than two decades, the PRC government continues to exercise significant control over economic growth in the PRC. Because of the nature of our business, we are dependent upon the PRC government pursuing policies that encourage private ownership of businesses. Restrictions on private ownership of businesses would affect the securities business in general and businesses using real estate service in particular. We cannot assure you that the PRC government will pursue policies favoring a market-oriented economy or that existing policies will not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting political, economic and social life in the PRC.

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PRC laws and regulations governing ~~our~~the VIE and its subsidiaries’ current business operations are sometimes vague and uncertain and any changes in such laws and regulations may impair ~~our~~their ability to operate profitable.

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~~the VIE and its subsidiaries’ business and the enforcement and performance of ~~our~~the VIE and its subsidiaries’ 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 ~~may~~ may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and ~~our~~the VIE and its subsidiaries’ business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from ~~our~~the 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~~the VIE and its subsidiaries’ business.

There are uncertainties under the PRC laws relating to the procedures for U.S. regulators to investigate and collect evidence from companies located in the PRC.

According to Article 177 of the newly amended PRC Securities Law which became effective in March 2020 (the “Article 177”), the securities regulatory authority of the PRC State Council may collaborate with securities regulatory authorities of other countries or regions in order to monitor and oversee cross border securities activities. Article 177 further provides that overseas securities regulatory authorities are not allowed to carry out investigation and evidence collection directly within the territory of the PRC, and that any Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to overseas agencies without prior consent of the securities regulatory authority of the PRC State Council and the competent departments of the PRC State Council.

Our PRC counsel has advised us of their understanding that (i) the Article 177 is applicable in the limited circumstances related to direct investigation or evidence collection conducted by overseas authorities within the territory of the PRC (in such case, the foregoing activities are required to be conducted through collaboration with or by obtaining prior consent of competent Chinese authorities); (ii) the Article 177 does not limit or prohibit the Company, as a company duly incorporated in Nevada and to be listed on Nasdaq, from providing the required documents or information to Nasdaq or the SEC pursuant to applicable Listing Rules and U.S. securities laws; and (iii) as the Article 177 is relatively new and there is no implementing rules or regulations which have been published regarding application of the Article 177, it remains unclear how the law will be interpreted, implemented or applied by the Chinese Securities Regulatory Commission or other relevant government authorities. As of the date hereof, we are not aware of any implementing rules or regulations which have been published regarding application of Article 177. However, we cannot assure you that relevant PRC government agencies, including the securities regulatory authority of the PRC State Council, would reach the same conclusion as we do. As such, there are uncertainties as to the procedures and time requirement for the U.S. regulators to bring about investigations and evidence collection within the territory of the PRC.

~~Our~~The VIE and its subsidiaries’ principal business operation is conducted in the PRC. In the event that the U.S. regulators carry out investigation on us and there is a need to conduct investigation or collect evidence within the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws. The U.S. regulators may consider cross-border cooperation with securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of the PRC.

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Because ~~our~~ the VIE and its subsidiaries’ business is conducted in RMB and the price of our shares of common stock is quoted in United States dollars, changes in currency ~~conversion~~ conversion rates may affect the value of your investments.

~~Our~~ The VIE and its subsidiaries’ business is conducted in the PRC, ~~our~~the books and records are maintained in RMB, which is the currency of the PRC, and the financial statements ~~that~~ that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange rate between ~~the~~ the RMB and dollar affect the value of ~~our~~the VIE and its subsidiaries’ assets and the results of ~~our~~ operations in United States dollars. The value of the RMB against the United States dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions and perceived changes in the economy of the PRC and the United States. Any significant revaluation of the RMB may materially and adversely affect ~~our~~the VIE and its subsidiaries’ cash flows, revenue and financial condition. Further, our ~~shares~~future ~~offered~~offerings bywill ~~this~~be ~~prospectus are~~ offered in United States dollars, and we will need to convert the net proceeds we receive into RMB in order to use the funds for ~~our~~ the VIE and its subsidiaries’ business. Changes in the conversion rate between the United States dollar and the RMB will affect that amount of proceeds we will have available for ~~our~~the VIE and its subsidiaries’ business.

Under the PRC Enterprise Income Tax Law, or the EIT Law, we may be classified as a “resident enterprise” of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders.

The EIT Law and its implementing rules provide that enterprises established outside of China whose “de facto management bodies” are located in China are considered “resident enterprises” under PRC tax laws. The implementing rules promulgated under the EIT Law define the term “de facto management bodies” as a management body which substantially manages, or has control over the business, personnel, finance and assets of an enterprise. In April 2009, the State Administration of Taxation, or SAT, issued a circular, known as Circular 82, which provides certain specific criteria for determining whether the “de facto management bodies” of a PRC-controlled enterprise that is incorporated offshore is located in China. However, there are no further detailed rules or precedents governing the procedures and specific criteria for determining “de facto management body.” Although our board of directors and management are located in the PRC, it is unclear if the PRC tax authorities would determine that we should be classified as a PRC “resident enterprise.”

If we are deemed as a PRC “resident enterprise,” we will be subject to PRC enterprise income tax on our worldwide income at a uniform tax rate of 25%, although dividends distributed to us from our existing PRC subsidiary and any other PRC subsidiaries which we may establish from time to time could be exempt from the PRC dividend withholding tax due to our PRC “resident recipient” status. This could have a material and adverse effect on our overall effective tax rate, our income tax expenses and our net income. Furthermore, dividends, if any, paid to our shareholders may be decreased as a result of the decrease in distributable profits. In addition, if we were considered a PRC “resident enterprise”, any dividends we pay to our non-PRC investors and the gains realized from the transfer of our shares of common stock may be considered income derived from sources within the PRC and be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty). It is unclear whether holders of our shares of common stock would be able to claim 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. This could have a material and adverse effect on the value of your investment in us and on the price of our shares of common stock.

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 PRC 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 a special arrangement between Hong Kong and the PRC, such rate may be reduced to 5% if a Hong Kong resident enterprise owns more than 25% of the equity interest in the PRC company. Our PRC subsidiary is wholly-owned by our Hong Kong subsidiary. Moreover, under the Notice of the State Administration of Taxation on Issues regarding the Administration of the Dividend Provision in Tax Treaties promulgated on February 20, 2009, the tax payer needs to satisfy certain conditions to enjoy the benefits under a tax treaty. These beneficial owner of the relevant dividends, and (2) the corporate shareholder to receive dividends from the PRC subsidiary must have continuously met the direct ownership thresholds during the 12 consecutive months preceding the receipt of the dividends. Further, the State Administration of Taxation promulgated the Notice on How to Understand and Recognize the “Beneficial Owner” in Tax Treaties on October 27, 2009, which limits the “beneficial owner” to individuals, projects or other organizations normally engaged in substantive operations, and sets forth certain detailed factors in determining the “beneficial owner” status. In current practice, a Hong Kong enterprise must obtain a tax resident certificate from the relevant 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. As of the date of this ~~prospectus~~report, we have not commenced the application process for a Hong Kong tax resident certificate from the relevant Hong Kong tax authority, and there is no assurance that we will be granted such a Hong Kong tax resident certificate.

Even after we obtain the Hong Kong tax resident certificate, we are required by applicable tax laws and regulations to file required forms and materials with relevant PRC tax authorities to prove that we can enjoy 5% lower PRC withholding tax rate. We intend to obtain the required materials and file with the relevant tax authorities when it plans to declare and pay dividends, but there is no assurance that the PRC tax authorities will approve the 5% withholding tax rate.

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U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of ~~our~~ operations in China.

Any disclosure of documents or information located in China by foreign agencies may be subject to jurisdiction constraints and must comply with China’s state secrecy laws, which broadly define the scope of “state secrets” to include matters involving economic interests and technologies. There is no guarantee that requests from U.S. federal or state regulators or agencies to investigate or inspect ~~our~~ operations will be honored by us, by entities who provide services to us or with whom we associate, without violating PRC legal requirements, especially as those entities are located in China. Furthermore, under the current PRC laws, an on-site inspection of ~~our~~the VIE and its subsidiaries’ facilities by any of these regulators may be limited or prohibited.

The PRC Securities Law was promulgated in December 1998 and was subsequently revised in October 2005, June 2013, August 2014 and December 2019. According to Article 177 of the PRC Securities Law, or Article 177, 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. While there is no detailed interpretation regarding the rule implementation under Article 177, it will be difficult for an overseas securities regulator to conduct investigation or evidence collection activities in China.

If we become directly subject to the scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation.

U.S. public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us, our business and our stock price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation will be costly and time consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our stock.

The disclosures in our reports, other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC.

We are regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Our SEC reports and other disclosure and public pronouncements are not subject to the review or scrutiny of any PRC regulatory authority. For example, the disclosure in our SEC reports and other filings are not subject to the review by China Securities Regulatory Commission, a PRC regulator that is responsible for oversight of the capital markets in China. Accordingly, you should review our SEC reports, filings and our other public pronouncements with the understanding that no local regulator has done any review of us, our SEC reports, other filings or any of our other public pronouncements.

Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on ~~our~~the VIE and its subsidiaries’ business and results of operations.

~~Our~~ The VIE and its subsidiaries’ organic fertilizer and agricultural products operations are located in China. Accordingly, ~~our~~the business, prospects, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.

The Chinese economy differs from the economies of most developed countries in many respects, including the amount 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 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 the past decades, growth has been uneven, both geographically and among various sectors of the economy. 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~~the VIE and its subsidiaries’ financial ~~condition~~ 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 increases, to control the pace of economic growth. These measures may cause decreased economic activity in China, and since 2012, China’s economic growth has slowed down. Any prolonged slowdown in the Chinese economy may reduce the demand for ~~our~~the VIE and its subsidiaries’ products and services and materially and adversely affect ~~our~~the VIE and its subsidiaries’ business and results of operations.

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Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us.

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 are not always uniform and enforcement of these laws, regulations and rules involves uncertainties.

Although we have taken measures to comply with the laws and regulations that are applicable to ~~our~~the VIE and its subsidiaries’ business operations, including the regulatory ~~principles~~ principles raised by the CBRC, and avoiding conducting any activities that may be deemed as illegal fund-raising, forming capital pool or providing guarantee to investors under the current applicable laws and regulations, the PRC government authority may promulgate new laws and regulations regulating the direct lending service industry in the future. We cannot assure you that ~~our~~the ~~practices~~VIE and its subsidiaries’ practices would not be deemed to violate any PRC laws or regulations relating to illegal fund-raising, forming capital pools or the provision of credit enhancement services. Moreover, we cannot rule out the possibility that the PRC government will institute a license requirement covering our industry at some point in the future. If such a licensing regime were introduced, we cannot assure you that we would be able to obtain any newly required license in a timely manner, or at all, which could materially and adversely affect ~~our~~the VIE and its subsidiaries’ business and impede ~~our~~the VIE and its subsidiaries’ ability to continue ~~our~~ operations.

From time to time, we may have to resort to administrative and court proceedings to enforce ~~our~~the VIE and its subsidiaries’ legal rights. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy, than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that may have a retroactive effect. As a result, we may not be aware of ~~our~~any violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect ~~our~~the VIE and its subsidiaries’ business and impede ~~our~~the VIE and its subsidiaries’ ability to continue ~~our~~ operation.

The relevant business currently carried out by our PRC subsidiaries and our investment in the PRC subsidiaries currently are not subject to the national security review under applicable PRC laws and regulations. However, if our future business operations or potential mergers and acquisitions we enter into in the PRC are related to material infrastructure or other national security sensitive areas or industries involving certain key technologies, national security review requirements will likely apply and the review result that is in compliance with PRC laws should be definitive. It remains unclear when the specific implementation measures of the Foreign Investment Law will be issued by the State Council. Given the uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law, its application may require further rules to be issued by Chinese government, which may incur and increase our compliance costs and expenses and accordingly our financial condition and operation will be adversely affected.

In the extreme case-scenario, we may be required to unwind the contractual arrangement and/or dispose of the VIE or their subsidiaries, which could have a material and adverse effect on our business, financial conditions and result of operations.

Market, economic and other conditions in China may adversely affect the demand for ~~our~~the VIE and its subsidiaries’ products and services.

Our industry depends upon the overall level of economic conditions and consumer spending in China. A sustained deterioration in the general economic conditions in China, including any turmoil in the economy, distresses in financial markets, or reduced market liquidity, as well as increased government intervention, may reduce the number of our customers. Small-to-medium size business owners, in particular, are more susceptible to adverse changes in market, economic and regulatory conditions and the level of consumption in China. As a result, the demand for ~~our~~the VIE and its subsidiaries’ existing and new products and services could decrease, and ~~our~~the VIE and its subsidiaries’ financial performance could be adversely affected.

Adverse market trends may affect ~~our~~the ~~financial~~VIE and its subsidiaries’ financial performance. Such trends may include, but are not limited to, the followings:

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fluctuations in consumer demand, which reflect the prevailing economic and demographic conditions;

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low levels of consumer and business confidence associated with recessionary environments which may in turn reduce consumer spending.

We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses or permits applicable to ~~our~~the VIE and its subsidiaries’ business may have a material adverse effect on ~~our~~the VIE and its subsidiaries’ business and results of operations.

The PRC government extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the internet industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations.

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The evolving PRC regulatory system for the internet industry may lead to the establishment of new regulatory agencies. For example, in May 2011, the State Council announced the establishment of a new department, the State Internet Information Office (with the involvement of the State Council Information Office, the MITT, and the Ministry of Public Security). The primary role of this new agency is to facilitate the policy-making and legislative development in this field, to direct and coordinate with the relevant departments in connection with online content administration and to deal with cross-ministry regulatory matters in relation to the internet industry.

The Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunications Business, issued by the MITT in July 2006, prohibits domestic telecommunication service providers from leasing, transferring or selling telecommunications business operating licenses to any foreign investor in any form, or providing any resources, sites or facilities to any foreign investor for their illegal operation of a telecommunications business in China. According to this circular, either the holder of a value-added telecommunication services operation permit or its shareholders must directly own the domain names and trademarks used by such license holders in their provision of value-added telecommunication services. The circular also requires each license holder to have the necessary facilities, including servers, for its approved business operations and to maintain such facilities in the regions covered by its license. If an ICP License holder fails to comply with the requirements and also fails to remedy such non-compliance within a specified period of time, the MITT or its local counterparts have the discretion to take administrative measures against such license holder, including revoking its ICP License.

The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, internet businesses in China, including ~~our~~the VIE and its subsidiaries’ business. We cannot assure you that we have obtained all the permits or licenses required for conducting ~~our~~the VIE and its subsidiaries’ business in China or will be able to maintain ~~our~~the VIE and its subsidiaries’ existing licenses or obtain new ones. If the PRC government considers that we were operating without the proper approvals, licenses or permits or promulgates new laws and regulations that require additional approvals or licenses or imposes additional restrictions on the operation of any part of ~~our~~the VIE and its subsidiaries’ business, it has the power, among other things, to levy fines, confiscate the ~~our~~VIE and its subsidiaries’ income, revoke ~~our~~the VIE and its subsidiaries’ business licenses, and require us to discontinue the ~~our~~VIE and its subsidiaries’ relevant business or impose restrictions on the affected portion of ~~our~~the VIE and its subsidiaries’ business. Any of these actions by the PRC government may have a material adverse effect on ~~our~~the ~~business~~VIE and ~~results~~its subsidiaries’ business and results of operations.

PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies may delay or prevent us from using proceeds from ~~this offering and/or~~ future financing activities to make loans or additional capital contributions to our PRC operating subsidiaries.

Under SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose vehicles, or SPVs, are required to register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct or indirect shareholder of an SPV, is required to update its registration with the local branch of SAFE with respect to that SPV, to reflect any material change. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration with the local branch of SAFE to reflect any material change. If any PRC resident shareholder of such SPV fails to make the required registration or to update the registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions into its subsidiaries in China. In February, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound direct investments, including those required under SAFE Circular 37, must be filed with qualified banks instead of SAFE. Qualified banks should examine the applications and accept registrations under the supervision of SAFE. We have used our best efforts to notify PRC residents or entities who directly or indirectly hold shares in our Nevada holding company and who are known to us as being PRC residents to complete the foreign exchange registrations. However, we may not be informed of the identities of all the PRC residents or entities holding direct or indirect interest in our company, nor can we compel our beneficial owners to comply with SAFE registration requirements. We cannot assure you that all other shareholders or beneficial owners of ours who are PRC residents or entities have complied with, and will in the future make, obtain or update any applicable registrations or approvals required by, SAFE regulations. Failure by such shareholders or beneficial owners to comply with SAFE regulations, or failure by us to amend the foreign exchange registrations of our PRC subsidiaries, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, and limit our PRC subsidiaries’ ability to make distributions or pay dividends to us or affect our ownership structure, which could adversely affect our business and prospects.

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As an offshore holding company of our PRC subsidiary, we may make loans to our PRC subsidiary, the VIE and the VIE’s subsidiaries, or may make additional capital contributions to our PRC subsidiary, subject to satisfaction of applicable governmental registration and approval requirements.

We may also decide to finance our PRC subsidiary by means of capital contributions. According to the relevant PRC regulations on foreign-invested enterprises in China, these capital ~~contributions~~ contributions are subject to registration with or approval by the MOFCOM or its local counterparts. In addition, the PRC government also restricts the convertibility of foreign currencies into Renminbi and use of the proceeds. On March 30, 2015, SAFE promulgated Circular 19, which took effect and replaced certain previous SAFE regulations from June 1, 2015. SAFE further promulgated Circular 16, effective on June 9, 2016, which, among other things, amend certain provisions of Circular 19. According to SAFE Circular 19 and SAFE Circular 16, the flow and use of the Renminbi capital converted from foreign currency denominated registered capital of a foreign-invested company is regulated such that Renminbi capital may not be used for business beyond its business scope or to provide loans to persons other than affiliates unless otherwise permitted under its business scope. Violations of the applicable circulars and rules may result in severe penalties, including substantial fines as set forth in the Foreign Exchange Administration Regulations. If the VIE requires financial support from us or our wholly-owned subsidiary in the future and we find it necessary to use foreign currency-denominated capital to provide such financial support, our ability to fund the VIE’s operations will be subject to statutory limits and restrictions, including those described above. These circulars may limit our ability to transfer the net proceeds from ~~this~~future ~~offering~~offerings to the VIE and our PRC subsidiary, and we may not be able to convert the net proceeds from ~~this~~future ~~offering~~offerings into Renminbi to invest in or acquire any other PRC companies in China. Despite the restrictions under these SAFE circulars, our PRC subsidiary may use its income in Renminbi generated from their operations to finance the VIE through entrustment loans to the VIE or loans to the VIE’s shareholders for the purpose of making capital contributions to the VIE. In addition, our PRC subsidiary can use Renminbi funds converted from foreign currency registered capital to carry out any activities within their normal course of business and business scope, including to purchase or lease servers and other relevant equipment and fund other operational needs in connection with their provision of services to the relevant VIE under the applicable exclusive technical support agreements.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to our PRC subsidiary or the VIE or future capital contributions by us to our PRC subsidiary. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we expect to receive from ~~this~~future ~~offering~~offerings and to fund our ~~PRC~~ PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand ~~our~~ our business.

PRC laws and regulations governing ~~our~~the ~~current~~VIE and its subsidiaries’ current business operations are sometimes vague and uncertain. Uncertainties with respect to the PRC legal system, including those regarding the enforcement of laws, and sudden or unexpected changes, with little advance notice, in laws and regulations in China 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~~the ~~business~~VIE and its subsidiaries’ business and the enforcement and performance of ~~our~~the VIE and its subsidiaries’ 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~~the VIE and its subsidiaries’ business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from ~~our~~the 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~~the VIE and its subsidiaries’ business.

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Our WFOE, Shanghai Mufeng, VIE and its subsidiaries are formed under and governed by the laws of the PRC. 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. 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 are not always uniform and the enforcement of these laws, regulations and rules involves uncertainties.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general, such as foreign investment, corporate organization and governance, commerce, taxation and trade. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, since the PRC legal system continues to evolve rapidly, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties and sudden changes, sometimes with little advance notice. As a significant part of ~~our~~the ~~business~~VIE and its subsidiaries’ business is conducted in China, ~~our~~ operations are principally governed by PRC laws and regulations, which may limit legal protections available to us. Uncertainties due to evolving laws and regulations could also impede the ability of a China-based company, such as our company, to obtain or maintain permits or licenses required to conduct business in China. In the absence of required permits or licenses, governmental authorities could impose material sanctions or penalties on us. In addition, some regulatory requirements issued by certain PRC government ~~authorities~~ authorities may not be consistently applied by other PRC government authorities (including local government authorities), thus making strict compliance with all regulatory requirements impractical, or in some circumstances impossible. For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. However, since PRC administrative ~~and~~ and court authorities have discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to predict the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. 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 retroactive effect. As a result, we may not be aware of ~~our~~any 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~~ costs and diversion of resources and management attention.

The PRC government has significant oversight and discretion over the conduct of ~~our~~the VIE and its subsidiaries’ business and may intervene or influence ~~our~~ operations as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding ~~our~~the industry that could adversely affect ~~our~~the VIE and its subsidiaries’ business, financial condition and results of operations. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted overseas and foreign investment in China-based companies like us. Any such action, once taken by the PRC government, 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 in extreme cases, become worthless.

Furthermore, if China adopts more stringent standards with respect to certain areas such as environmental protection or corporate social responsibilities, we may incur increased compliance costs or become subject to additional restrictions in ~~our~~ operations. Certain areas of the law, including intellectual property rights ~~and~~ and confidentiality protections in China may also not be as effective as in the United States or other countries. In addition, we cannot ~~predict~~ predict the effects of future developments in the PRC legal system on ~~our~~the VIE and its subsidiaries’ business operations, including the promulgation of new laws, or changes to existing laws or the interpretation or enforcement thereof. These uncertainties could limit the legal protections ~~available~~ available to us and our investors, including you.

We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by ~~our~~the VIE and its subsidiaries’ customers.

We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws. In particular, there are numerous laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other user data. Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

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We expect to obtain information about various aspects of ~~our~~ operations as well as regarding ~~our~~the VIE and its subsidiaries’ employees and third parties. We also maintain information about various aspects of ~~our~~ operations as well as regarding ~~our~~the VIE and its subsidiaries’ employees. The integrity and protection of the ~~our~~VIE and its subsidiaries’ customer, employee and company data is critical to ~~our~~the VIE and its subsidiaries’ business. ~~Our~~The VIE and its subsidiaries’ customers and employees expect that we will adequately protect their personal information. We are required by applicable laws to keep strictly confidential the personal information that we collect, and to take adequate security measures to safeguard ~~such~~ such information.

The PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits institutions, companies and their employees from selling or otherwise illegally disclosing a citizen’s personal information obtained during the course of performing duties or providing services or obtaining such information through theft or other illegal ways. On November 7, 2016, the Standing Committee of the PRC National People’s Congress issued the Cyber Security Law of the PRC, or Cyber Security Law, which became effective on June 1, 2017.

Pursuant to the Cyber Security Law, network operators must not, without users’ consent, collect their personal information, and may only collect users’ personal information necessary to provide their services. Providers are also obliged to provide security maintenance for their products and services and shall comply with provisions regarding the protection of personal information as stipulated under the relevant laws and regulations.

The Civil Code of the PRC (issued by the PRC National People’s Congress on May 28, 2020 and effective from January 1, 2021) provides main legal basis for privacy and personal information infringement claims under the Chinese civil laws. PRC regulators, including the Cyberspace Administration of China, MIIT, and the Ministry of Public Security have been increasingly focused on regulation in the areas of data security and data protection.

The PRC regulatory requirements regarding cybersecurity are constantly evolving. For instance, various regulatory bodies in China, including the Cyberspace Administration of China, the Ministry of Public Security and the SAMR, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations. In April 2020, the Chinese government promulgated Cybersecurity Review Measures, which came into effect on June 1, 2020. According to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security.

In November 2016, the Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law (“CSL”), which became effective in June 2017. The CSL is the first PRC law that systematically lays out the regulatory requirements on cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government scrutiny. The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutting down the websites, and revocation of business license or relevant permits. In April 2020, the Cyberspace Administration of China and ~~certain~~ certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security. On July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments (“Draft Measures”), which required that, in addition to “operator of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. The Cyberspace Administration of China has said that under the proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments,” The cybersecurity review will also investigate the potential national security risks from overseas IPOs. We do not know what regulations will be adopted or how such regulations will affect us and our listing on Nasdaq. In the event that the ~~Cyberspace~~ Cyberspace Administration of China determines that we are subject to these regulations, we may be required to delist from Nasdaq and we may be subject to fines and penalties. On June 10, 2021, the Standing Committee of the NPC promulgated the PRC Data Security Law, which will take effect on September 1, 2021. The Data Security Law also sets forth the data security protection obligations for entities and individuals handling personal data, including that no entity or individual may acquire such data by stealing or other illegal means, and the collection and use of such data should not exceed the necessary limits The costs of compliance with, and other burdens imposed by, CSL and any other cybersecurity and related laws may limit the use and adoption of ~~our~~the ~~products~~VIE and its subsidiaries’ products and services and could have an adverse impact on ~~our~~the VIE and its subsidiaries’ business. Further, if the enacted version of the Measures for Cybersecurity Review mandates clearance of cybersecurity review and other specific actions to be completed by companies like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

If the new PRC Data Security Law is enacted in September, we will not be subject to the cybersecurity review by the CAC ~~for this offering~~, given that: (i) ~~our~~the ~~products~~VIE and ~~services~~its subsidiaries’ products and services are offered not directly to individual users but through ~~our~~the VIE and its subsidiaries’ institutional customers; (ii) we do not possess a large amount of personal information in ~~our~~the VIE and its subsidiaries’ business operations; and (iii) data processed in ~~our~~the VIE and its subsidiaries’ business does not have a bearing on national security and thus may not be classified as core or important data by the authorities. However, there remains uncertainty as to how the Draft Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Draft Measures. If any such new laws, regulations, rules, or implementation and interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us.

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We cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that we can fully or timely comply with such laws. In the event that we are subject to any mandatory cybersecurity review and other specific actions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be timely completed, or at all. Given such uncertainty, we may be further required to suspend ~~our~~the VIE and its subsidiaries’ relevant business, shut down ~~our~~the VIE and its subsidiaries’ website, or face other penalties, which could materially and adversely affect ~~our~~the VIE and its subsidiaries’ business, financial condition, and results of operations.

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~~the VIE and its subsidiaries’ employees up to a maximum amount specified by the local government from time to time at locations where we operate ~~our~~the VIE and its subsidiaries’ 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. We have not made adequate employee benefit payments. We may be required to make up the contributions for these plans as well as to pay late fees and fines. If we are subject to late fees or fines in relation to the underpaid employee benefits, ~~our~~the VIE and its subsidiaries’ financial condition and results of operations may be adversely affected.

The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national securities exchange or in the over the counter trading market in the U.S. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law.

On March 24, 2021, the SEC announced that it had adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the Act. The interim final amendments will apply to registrants that the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or N-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. The SEC will implement a process for identifying such a registrant and any such identified registrant will be required to submit documentation to the SEC establishing that it is not owned or controlled by a governmental entity in that foreign jurisdiction, and will also require disclosure in the registrant’s annual report regarding the audit arrangements of, and governmental influence on, such a registrant.

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On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two, and thus, would reduce the time before our securities may be prohibited from trading or delisted.

On September 22, 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 PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the 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 December 16, 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.

On February 4, 2022, the U.S. House of Representatives passed the America Creating Opportunities for Manufacturing Pre-Eminence in Technology and Economic Strength (COMPETES) Act of 2022 (the “America COMPETES Act”). If the America COMPETES Act is enacted into law, it 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.

Our auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included elsewhere in this ~~prospectus~~report, as a firm headquartered in California and registered with the PCAOB, 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 with the last inspection in November 2021, and as of the date of this ~~prospectus~~report, ~~our~~ our auditor is not subject to the PCAOB determinations. However, in the event it is later determined that the PCAOB is unable to inspect or or investigate completely the auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company’s securities.

On August 26, 2022, the PCAOB signed the SOP Agreements with the CSRC and China’s Ministry of Finance. The SOP Agreements established a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in Mainland China and Hong Kong, as required under U.S. law. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed.

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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 Hong Kong 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 share 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..

Trading in our securities may be prohibited under the HFCAA and as a result an exchange may determine to delist our securities if 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.

The HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit such shares from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. A company 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. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above.

Despite that we have a U.S.-based auditor that is registered with the PCAOB and subject to PCAOB inspection, there are still risks to the company and investors if 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. Such risks include, but are not limited to that trading in our securities may be prohibited under the HFCAA and as a result an exchange may determine to delist our securities.

The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in August 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex, including requirements in some instances that the MOC be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law requires that the MOC shall be notified in advance of any concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued by the MOC that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOC, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes, including obtaining approval from the MOC or its local counterparts may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

2935

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 March 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 subsidiary 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. We, our executive officers and other employees who are PRC citizens or who have resided in the PRC for a continuous period of not less than one year and who have been granted options or other awards are subject to these regulations. Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiary and limit our PRC subsidiary’ ability to distribute dividends to us. 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.

Regulatory bodies of the United States may be limited in their ability to conduct investigations or inspections of ~~our~~ operations in China.

From time to time, the Company may receive requests from certain U.S. agencies to investigate or inspect the Company’s operations or to otherwise provide information. While the Company will be compliant with these requests from these regulators, there is no guarantee that such requests will be honored by those entities who provide services to us or with whom we associate, especially as those entities are located in China. Furthermore, an on-site inspection of ~~our~~the VIE and its subsidiaries’ facilities by any of these regulators may be limited or entirely prohibited. Such inspections, though permitted by the Company and its affiliates, are subject to the capricious nature of Chinese enforcers and may therefore be impossible to facilitate.

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the Company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a U.S. stock exchange. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law.

On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two.

3036

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On August 26, 2022, the PCAOB signed a Statement of Protocol (SOP) Agreement with the CSRC and the MOF of the PRC regarding cooperation in the oversight of PCAOB-registered public accounting firms in the PRC and Hong Kong. The SOP remains unpublished and is subject to further interpretation and implementation. Pursuant to the fact sheet with respect to the SOP disclosed by the SEC, the SOP seeks to establish a method for the PCAOB to conduct inspections of PCAOB-registered public accounting firms in the PRC and Hong Kong, as contemplated by the Sarbanes-Oxley Act. Under the agreement, (a) the PCAOB has sole discretion to select the firms, audit engagements and potential violations it inspects and investigates without consultation with, or input from, PRC authorities; (b) procedures are in place for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (c) the PCAOB has direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates; and (d) the PCAOB shall have the unfettered ability to transfer information to the SEC in accordance with the Sarbanes-Oxley Act, and the SEC can use the information for all regulatory purposes, including administrative or civil enforcement actions. The PCAOB is required to reassess its determinations as to whether it is able to carry out inspections and investigations completely and without obstruction by the end of 2022.

On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB will consider the need to issue a new determination.

Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this ~~prospectus~~report, 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 our auditor’s compliance with the applicable professional standards. Our auditor is headquartered in San Mateo, California, and is subject to inspection by the PCAOB on a regular basis with the last inspection in ~~October~~November ~~2019~~2021, and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. Despite that we have a U.S. based auditor that is registered with the PCAOB and subject to PCAOB inspection, there are still risks to the company and investors if 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. Such risks include but not limited to that trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act and as a result an exchange may determine to delist our securities.

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 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 March 2021 interim final amendments 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 March 2021 interim final 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 common stock could be adversely affected, trading in our securities may be prohibited 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.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in August 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex, including requirements in some instances that the MOC be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. For example, the M&A Rules require 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 impact or may impact 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 SCNPC effective in 2008 requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds (i.e., during the previous fiscal year, (i) the total global turnover of all operators participating in the transaction exceeds RMB10 billion and at least two of these operators each had a turnover of more than RMB400 million within China, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB 2 billion, and at least two of these operators each had a turnover of more than RMB 400 million within China) must be cleared by MOFCOM before they can be completed.

3137

Moreover, the Anti-Monopoly Law requires that the MOC shall be notified in advance of any concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued by the MOC that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOC, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes, including obtaining approval from the MOC or its local counterparts may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

~~The~~We ~~approval~~are ofrequired ~~the~~to ~~China~~fulfill ~~Securities~~the ~~Regulatory~~Trial Measures ~~Commission~~filing ~~may~~procedures beand ~~required~~report inrelevant ~~connection~~information ~~with~~to ~~this~~the ~~offering,~~CSRC; and, ifsince ~~required~~the interpretation and implementation of the new regulations are still evolving, we cannot ~~predict~~assure ~~whether~~you that we will be able to ~~obtain~~complete ~~such~~the filings for any future offerings, and fully comply with ~~approval~~the relevant new rules on a timely basis, if at all.

~~The~~On ~~Regulations~~July 6, 2021, the relevant PRC government authorities issued Opinions on ~~Mergers~~Strictly ~~and~~Cracking ~~Acquisitions~~Down ~~of Domestic~~Illegal ~~Companies~~Securities byActivities ~~Foreign~~in ~~Investors~~accordance with the Law, orwhich emphasized the ~~M&A~~need ~~Rules,~~to ~~adopted~~strengthen bythe ~~six~~administration ~~PRC~~over ~~regulatory~~illegal ~~agencies~~securities ~~requires~~activities anand the supervision on overseas ~~special~~listings ~~purpose~~by China-based companies ~~vehicle~~and ~~formed~~proposed ~~for~~to ~~listing~~take ~~purposes~~effective ~~through~~measures, ~~acquisitions~~such as promoting the construction of ~~PRC~~relevant ~~domestic~~regulatory ~~companies~~systems to deal with the risks and incidents ~~controlled~~faced by ~~PRC~~China-based overseas-listed companies. orThis ~~individuals~~opinions and any related implementation rules to ~~obtain~~be enacted may subject us to additional compliance requirement in the ~~approval~~future. As of the ~~China~~date ~~Securities~~hereof, ~~Regulatory~~no ~~Commission,~~official guidance or related implementation rules have been issued. As a result, the ~~CSRC~~opinions remain unclear on how they will be interpreted, ~~prior~~amended toand implemented by the ~~listing~~relevant ~~and~~PRC ~~trading~~governmental authorities. We cannot assure that we will remain fully compliant with all new regulatory requirements of ~~such~~these ~~special~~opinions ~~purpose~~or ~~vehicle’s~~any future ~~securities~~implementation rules on ana ~~overseas~~timely ~~stock~~basis, ~~exchange~~or at all.

~~Our~~On ~~PRC~~December 24, ~~counsel has advised us based on their~~2021, ~~understanding~~the ofCSRC published the ~~current~~Draft ~~PRC~~Administrative ~~laws,~~Provisions ~~rules~~ and ~~regulations that~~ the ~~CSRC’s~~Administrative ~~approval~~Measures ~~is not required~~ for the ~~listing~~Filing ~~and trading~~ of ~~our~~Overseas ~~common~~Securities ~~stock on Nasdaq in the context of this offering, given that: (i) our PRC subsidiary was incorporated as a wholly foreign-owned~~Offering ~~enterprise~~and byListing ~~means of direct investment rather than~~ by ~~merger~~Domestic orCompanies ~~acquisition~~(Draft offor ~~equity~~Comment) ~~interest or assets of a PRC domestic company owned by PRC companies or individuals as defined under~~ (the ~~M&A~~“Draft ~~Rules~~Filing ~~that are our beneficial owners; (ii~~Measures”). ~~the~~The ~~CSRC~~Draft ~~currently~~Administrative ~~has~~Provisions ~~not issued~~and ~~any~~the ~~definitive~~Draft ~~rule~~Filing orMeasures ~~interpretation~~lay ~~concerning~~out ~~whether~~requirements ~~offerings~~for ~~like~~filing ~~ours~~and ~~under~~include ~~this~~unified ~~prospectus~~regulation ~~are~~management, ~~subject~~strengthening toregulatory ~~the M&A Rules; and~~coordination, ~~(iii)~~and nocross-border ~~provision~~regulatory ~~in the M&A Rules clearly classifies contractual arrangements as a type of transaction subject to the M&A Rules~~cooperation.

~~However~~On February 17, ~~our PRC counsel has further advised us~~2023, ~~that there remains some uncertainties as to how~~ the ~~M&A~~CSRC ~~Rules~~released ~~will~~a beset ~~interpreted~~of ornew ~~implemented~~regulations inwhich ~~the~~consists ~~context~~ of anthe ~~overseas~~Trial ~~offering~~ Measures and ~~its~~five ~~opinions~~supporting ~~summarized above are subject to any new laws~~guidelines, ~~rules~~which ~~and~~came ~~regulations~~into ~~or detailed implementations and interpretations in~~effect ~~any~~on ~~form~~March 31, ~~relating~~2023. toOn the ~~M&A~~same ~~Rules. We cannot assure you that relevant PRC government agencies~~date, ~~including~~ the CSRC, ~~would~~also ~~reach~~released the ~~same~~ ~~conclusion~~Notice. asThe weTrial ~~do.~~Measures Ifrefine itthe isregulatory ~~determined~~system ~~that~~by ~~CSRC~~subjecting both ~~approval~~direct isand ~~required~~indirect ~~for~~overseas ~~this~~ offering, weand ~~may~~listing ~~face~~activities ~~sanctions~~to by the CSRC orfiling-based ~~other PRC~~administration. ~~regulatory~~Requirements ~~agencies~~ for ~~failure~~filing toentities, time ~~seek~~points ~~CSRC~~and ~~approval~~procedures ~~for~~are ~~this offering~~specified. ~~These~~A ~~sanctions~~PRC ~~may~~domestic ~~include~~company ~~fines~~that ~~and~~seeks ~~penalties~~to onoffer ~~our~~and ~~operations in~~list ~~the~~securities ~~PRC,~~in ~~limitations~~overseas onmarkets ~~our~~shall ~~operating privileges in~~ fulfill the ~~PRC,~~filing ~~delays~~procedure inwith orthe ~~restrictions~~CSRC onper the ~~repatriation~~requirements of the ~~proceeds~~Trial ~~from~~Measures. ~~this offering~~Where ~~into~~a ~~the~~ PRC, ~~restrictions~~domestic oncompany orseeks ~~prohibition~~to ofindirectly ~~the~~offer and ~~payments~~list orsecurities ~~remittance~~in ofoverseas ~~dividends by our PRC subsidiary~~markets, orthe ~~other~~issuer ~~actions that~~shall ~~could~~designate ~~have~~ a ~~material~~major ~~and~~domestic ~~adverse~~operating ~~effect on our business~~entity, ~~financial~~which ~~condition~~shall, ~~results of operations, reputation and prospects,~~ as ~~well~~ as the ~~trading~~domestic ~~price~~responsible entity, offile ~~our~~with ~~common stock. Furthermore,~~ the CSRC. The orTrial ~~other~~Measures ~~PRC~~also ~~regulatory~~lay ~~agencies~~out ~~may~~requirements ~~also~~for ~~take~~the ~~actions~~reporting ~~requiring us,~~of ormaterial ~~making~~events. itBreaches ~~advisable~~of ~~for~~the usTrial Measures, tosuch ~~halt~~as ~~this~~ offering ~~before~~and ~~the~~listing ~~settlement~~securities ~~and~~overseas ~~delivery~~without offulfilling the ~~common~~filing ~~stock~~procedures, ~~that~~shall webear ~~are~~legal ~~offering. Consequently~~liabilities, ifincluding a ~~you~~fine ~~engage~~between inRMB ~~market~~1.0 million ~~trading~~(approximately or$150,000) ~~other~~and ~~activities~~RMB in10.0 million ~~anticipation~~(approximately of$1.5 million), and ~~prior~~the toTrial Measures heighten the ~~settlement~~cost ~~and~~for ~~delivery~~offenders ofby ~~the~~enforcing ~~common stock~~accountability wewith ~~are~~administrative ~~offering,~~penalties ~~you~~and ~~would~~incorporating bethe ~~doing~~compliance sostatus of atrelevant ~~the~~market ~~risk~~participants ~~that~~into the ~~settlement~~Securities ~~and~~Market ~~delivery~~Integrity ~~may not occur~~Archives.

~~Risks~~According ~~Relating~~to the Notice, since the date of effectiveness of the Trial Measures on March 31, 2023, PRC domestic enterprises falling within the scope of filing that have been listed overseas or met certain circumstances are “existing enterprises.” Existing enterprises are not required to file ~~Our~~with ~~Business~~the CSRC immediately, and ~~Industry~~filings with the CSRC should be made as required if they involve refinancing and other filing matters. As confirmed by our PRC counsel, Grandall Law Firm, since we have submitted uplisting documents to the SEC and Nasdaq before March 31, 2023, we are required to file with the CSRC pursuant to the Trial Measures before completing the uplisting and offering on Nasdaq.

~~Our~~However, ~~fertilizer~~if ~~business~~we isfail ~~seasonal~~to ~~and~~obtain ~~affected~~the CSRC approval of the filing procedure in a timely manner under PRC laws and regulations, we may be subject to investigations by ~~factors~~competent regulators, ~~beyond~~fines or penalties, ordered to suspend our ~~control~~relevant operations and rectify any non-compliance, ~~which~~prohibited ~~may~~from engaging in a relevant business or conducting any offering, and these risks could result in a material adverse change in our operating entities’ operations, limit our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. The Trial Measures and Notice were newly published and are subject to change from time to time. Any failure or perceived failure of us to fully comply with such new regulatory requirements could significantly limit or completely hinder our ~~sales~~ability to offer or continue to offer securities to investors, cause significant disruption to our business operations, and ~~operating~~severely damage our reputation, which could materially and adversely affect our financial condition and results toof ~~fluctuate~~operations and could cause the value of our securities to significantly decline or become worthless.

The sale of products from our fertilizer-related segments is partially dependent upon planting and growing seasons, which vary from year to year, and are expected to result in both seasonal patterns and substantial fluctuations in quarterly sales and profitability. Different from the traditional organic fertilizer that mostly be only used as starter fertilizer, our products can be used as both the starter fertilizer and regular fertilizer, which can be applied during all the periods through the crops’ growth. Weather conditions and natural disasters, such as heavy rains, hail, floods, freezing conditions, windstorms or fire, also affect decisions by our distributors, direct customers and end users about the types and amounts of products to use and the timing of harvesting and planting. As we increase our sales in our current markets and expand into new markets in different geographies, it is possible that we may experience different seasonality patterns in our business.38

32Risks Relating to the VIE and its subsidiaries’ Business and Industry

~~Disruptions~~The VIE ~~may~~and ~~lead~~its tosubsidiaries’ ~~delays~~fertilizer inbusiness ~~harvesting~~is ~~or planting~~seasonal byand ~~growers~~affected ~~which~~by ~~can~~factors ~~result~~beyond inthe ~~pushing~~VIE ~~orders~~and toits ~~a future quarter~~subsidiaries’ control, which ~~could~~may ~~negatively~~cause ~~affect results for~~ the ~~quarter~~VIE ~~in question~~ and ~~cause~~its ~~fluctuations~~subsidiaries’ insales ~~our~~and operating results. Seasonal variations may be especially pronounced because our product lines are mainly sold in China. Planting and growing seasons, climatic conditions and other variables on which sales of our products are dependent vary from year to ~~year~~fluctuate ~~and quarter to quarter~~significantly. ~~As a result, we may experience substantial fluctuations in quarterly sales.~~

The ~~overall~~sale ~~level~~ of ~~seasonality~~products infrom ~~our~~the ~~business~~VIE and its subsidiaries’ fertilizer-related segments is ~~difficult~~partially todependent ~~evaluate~~upon asplanting aand ~~result~~growing ofseasons, ~~our~~which ~~relatively~~vary ~~early~~from ~~stage~~year ofto ~~development~~year, ~~our~~and ~~limited~~are ~~number~~expected ofto ~~commercialized~~result ~~products,~~in ~~our~~both seasonal ~~expansion~~patterns ~~into~~and ~~new~~substantial ~~geographical~~fluctuations ~~territories,~~in ~~the~~quarterly ~~introduction~~sales ofand ~~new~~profitability. ~~products~~Different ~~and~~from the ~~timing~~traditional oforganic ~~introductions~~fertilizer ofthat ~~new products. Even though~~mostly webe ~~have~~only ~~implemented~~used ~~safety~~as ~~measures~~starter fertilizer, the ~~Company~~VIE ~~had~~and ~~insufficient~~its ~~inventory~~subsidiaries’ inproducts ~~April,~~can ~~May,~~be ~~October~~used ~~and~~as ~~November.~~both Itthe isstarter ~~possible~~fertilizer ~~that~~and ~~our~~regular ~~business~~fertilizer, ~~may~~which can be ~~more~~applied ~~seasonal~~during orall ~~experience~~the ~~seasonality~~periods inthrough ~~different~~the ~~periods~~crops’ ~~than anticipated~~growth. ~~Other~~Weather ~~factors~~conditions ~~may~~and ~~also~~natural ~~contribute~~disasters, ~~to the~~such ~~unpredictability~~as ofheavy ~~our~~rains, ~~operating~~hail, ~~results~~floods, ~~including~~freezing ~~the~~conditions, ~~size~~windstorms ~~and~~or ~~timing~~fire, ofalso ~~significant~~affect ~~distributor~~decisions ~~transactions,~~by the ~~delay~~VIE orand ~~deferral~~its subsidiaries’ distributors, ofdirect ~~use~~customers ofand ~~our~~end ~~commercial~~users ~~technology~~about orthe ~~products~~types and ~~the~~amounts ~~fiscal~~of orproducts ~~quarterly~~to ~~budget~~use ~~cycles~~and ofthe ~~our~~timing ~~direct~~of ~~customers,~~harvesting ~~distributors, licensees~~ and ~~end users~~planting. ~~Customers~~As ~~may~~we ~~purchase~~increase the ~~large~~VIE ~~quantities~~and ofits ~~our~~subsidiaries’ ~~products~~sales in athe ~~particular~~VIE ~~quarter~~and toits ~~store~~subsidiaries’ current markets and ~~use~~expand ~~over~~into ~~long~~new ~~periods~~markets ofin ~~time~~different orgeographies, ~~time~~it ~~their~~is ~~purchases~~possible tothat ~~manage~~we ~~their inventories, which~~ may ~~cause~~experience ~~significant~~different ~~fluctuations~~seasonality patterns in ~~our~~the ~~operating~~VIE ~~results~~and ~~for~~its asubsidiaries’ ~~particular quarter or year~~business.

~~Unavoidable~~Disruptions ~~Insufficient~~may ~~Inventory~~lead ~~during~~to delays in harvesting or planting by growers ~~busy~~which ~~seasons~~can ~~may~~result ~~cause~~in uspushing orders to ~~lose~~a ~~some~~future ~~portion~~quarter, which could negatively affect results for the quarter in question and cause fluctuations in operating results. Seasonal variations may be especially pronounced because the VIE and its subsidiaries’ product lines are mainly sold in China. Planting and growing seasons, climatic conditions and other variables on which sales of ~~our~~the VIE and its subsidiaries’ products are dependent vary from year to year and quarter to quarter. As a result, we may experience substantial fluctuations in quarterly sales.

~~Traditional~~The ~~organic~~overall ~~fertilizers~~level doof ~~have~~seasonality ~~seasonal sales~~in ~~because~~the ~~their~~VIE ~~use~~and ~~can~~its ~~only~~subsidiaries’ business beis ~~applied~~difficult to evaluate as ~~starter~~a ~~fertilizers~~result ~~before~~of the ~~crops~~VIE ~~are~~and ~~planted.~~its ~~Our~~subsidiaries’ ~~organic~~relatively ~~fertilizers~~early ~~can~~stage beof ~~used as~~development, athe ~~starter~~VIE ~~fertilizer~~and its orsubsidiaries’ aslimited ~~regular~~number ~~fertilizers~~of ~~which~~commercialized ~~can~~products, bethe ~~applied~~VIE ~~during~~and ~~the~~its ~~entire~~subsidiaries’ ~~growing~~expansion ~~period~~into ofnew geographical territories, the ~~crops~~introduction toof ~~supplement~~new products and the ~~nutrients~~ ~~needed~~timing ~~for~~of ~~growth~~introductions of new products. ~~The~~Even ~~Company’s~~though ~~inventory~~we ~~during~~have implemented safety measures, the ~~peak~~Company ~~seasons~~had ~~(such~~insufficient asinventory in April, to May, ~~and~~ October toand November). It is ~~insufficient.~~ ~~The~~possible ~~Company~~that the VIE and its subsidiaries’s business ~~fertilizer~~may ~~production~~be ~~capacity~~more ~~has~~seasonal ~~been~~or ~~upgraded~~experience ~~from~~seasonality ~~the~~in ~~original~~different ~~50,000~~periods ~~tons~~than anticipated. Other factors may also contribute to ~~70,000~~the unpredictability ~~tons~~of the operating results, ~~however~~including the size and timing of significant distributor transactions, the delay or deferral of use of the VIE and its subsidiaries’ commercial technology or products and the ~~seasonal~~fiscal ~~inventory~~or ~~supply~~quarterly ~~gap~~budget iscycles ~~still~~of ~~unavoidable.~~the ~~The~~VIE ~~inevitable~~and its ~~inventory~~subsidiaries’ ~~shortage~~direct customers, distributors, licensees and end users. Customers may ~~cause~~purchase uslarge quantities of the VIE and its subsidiaries’ products in a particular quarter to ~~lose~~store ~~some~~and ~~portion~~use over long periods of ~~our~~time or time their purchases to manage ~~sales~~their inventories, which may cause significant fluctuations in the operating results for a particular quarter or year.

Unavoidable Insufficient Inventory during busy seasons may cause us to lose some portion of the VIE and its subsidiaries’ sales.

Traditional organic fertilizers do have seasonal sales because their use can only be applied as starter fertilizers before the crops are planted. The VIE and its subsidiaries’ organic fertilizers can be used as a starter fertilizer or as regular fertilizers which can be applied during the entire growing period of the crops to supplement the nutrients needed for growth. The Company’s inventory during the peak seasons (such as April to May, and October to November) is insufficient. The Company’s fertilizer production capacity has been upgraded from the original 50,000 tons to 70,000 tons, however, and the seasonal inventory supply gap is still unavoidable. The inevitable inventory shortage may cause us to lose some portion of the VIE and its subsidiaries’ sales.

Competition in fertilizer and agricultural industrial products is intense and requires continuous technological development.

We currently face significant direct and indirect competition in the markets in which we operate. The markets for fertilizers are intensely competitive and rapidly changing. Many companies engage in the development of fertilizers, and speed in commercializing a new product can be a significant competitive advantage.

In most segments of the fertilizer markets, the number of products available to end customers is steadily increasing as new products are introduced. We may be unable to compete successfully against ~~our~~the VIE and its subsidiaries’ current and future competitors, which may result in price reductions, reduced margins and the inability to achieve market acceptance for products containing ~~our~~the VIE and its subsidiaries’ seed traits and technology. In addition, many of ~~our~~the VIE and its subsidiaries’ competitors have substantially greater financial, marketing, sales, distribution and technical resources than us, and some of ~~our~~the VIE and its subsidiaries’ competitors have more experience in R&D, regulatory matters, manufacturing and marketing. We anticipate increased competition in the future as new companies enter the market and new technologies become available. Programs to improve genetics and crop protection chemicals are generally concentrated within a relatively small number of large companies, while non-genetic approaches are underway with a broader set of companies. Mergers and acquisitions in the plant science, specialty food ingredient and agricultural biotechnology seed and chemical industries may result in even more resources being concentrated among a smaller number of ~~our~~the VIE and its subsidiaries’ competitors.

Our technology may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of our competitors, which will prevent or limit our ability to generate revenues from the commercialization of our seed traits and technology. At the same time, the expiration of patents covering existing products reduces the barriers to entry for competitors. Our ability to compete effectively and to achieve commercial success depends, in part, on our ability to control manufacturing and marketing costs; effectively price and market our products, successfully develop an effective marketing program and an efficient supply chain, develop new products with properties attractive to food manufacturers or growers and commercialize our products quickly without incurring major regulatory costs. We may not be successful in achieving these factors and any such failure may adversely affect our business, results of operations and financial condition.39

33The VIE and its subsidiaries’ technology may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of the VIE and its subsidiaries’ competitors, which will prevent or limit the VIE and its subsidiaries’ ability to generate revenues from the commercialization of the VIE and its subsidiaries’ seed traits and technology. At the same time, the expiration of patents covering existing products reduces the barriers to entry for competitors. The VIE and its subsidiaries’ ability to compete effectively and to achieve commercial success depends, in part, on the VIE and its subsidiaries’ ability to control manufacturing and marketing costs; effectively price and market the VIE and its subsidiaries’ products, successfully develop an effective marketing program and an efficient supply chain, develop new products with properties attractive to food manufacturers or growers and commercialize the VIE and its subsidiaries’ products quickly without incurring major regulatory costs. We may not be successful in achieving these factors and any such failure may adversely affect the VIE and its subsidiaries’ business, results of operations and financial condition.

We may not be successful in developing marketable or commercial technologies.

Through ~~our~~the VIE and its subsidiaries’ patented technology, we process crop straw in three hours (including corn, rice, wheat, cotton, and other crops) into high quality organic nutritious fertilizer rich in small molecules, easily absorbed by crops. ~~Our~~The VIE and its subsidiaries’ success depends in part on ~~our~~the VIE and its subsidiaries’ ability to identify and develop high value fertilizer and agriculture industrial technologies for use in commercial products. Through the ~~our~~VIE and its subsidiaries’ technology sourcing and product development collaborations we commit substantial efforts and other resources to accomplish this. It may take several years, if at all, before many of ~~our~~the VIE and its subsidiaries’ products complete the development process and become available for production and commercialization.

As of the date of this registration statement, many of ~~our~~the VIE and its subsidiaries’ products have been commercialized by ~~our~~the VIE and its subsidiaries’ patented technology. There can be no assurance that ~~our~~the VIE and its subsidiaries’ future fertilizer productivity and agriculture industrial technologies will be viable for commercial use, or that we will be able to generate revenues from those technologies, in a significant manner or at all. If seeds or other products that utilize ~~our~~the VIE and its subsidiaries’ fertilizer or technology are unsuccessful in achieving their desired effect or otherwise fail to be commercialized, we will not receive revenues from ~~our~~the VIE and its subsidiaries’ customers or royalty payments from the commercialization of the fertilizer and technologies we develop, which could materially and adversely affect ~~our~~the VIE and its subsidiaries’ business, financial condition, results of operations and growth strategy.

Fertilizers containing the following traits or biological treatments that we develop may be unsuccessful or fail to achieve commercialization for any of the following reasons:

● ~~our~~the VIE and its subsidiaries’ fertilizers may not be successfully validated in the target crops;

● ~~our~~the VIE and its subsidiaries’ fertilizers may not have the desired effect on the relevant crop sought by ~~our~~the end market;

● We, ~~our~~the VIE and its subsidiaries’ joint ventures or collaborators may be unable to obtain the requisite regulatory approvals for the fertilizers;

● ~~our~~the VIE and its subsidiaries’ competitors may launch competing or more effective fertilizers;

● we may be unable to patent and/or obtain breeders’ rights or any other intellectual property rights on ~~our~~the VIE and its subsidiaries’ traits and technologies in the necessary jurisdictions;

● even if we obtain patent and/or breeders’ rights or any other intellectual property rights on ~~our~~the VIE and its subsidiaries’ fertilizers or processing technologies, such rights may be later challenged by competitors or other parties; and

● even if we obtain patent and/or breeders’ rights or any other intellectual property rights on ~~our~~the VIE and its subsidiaries’ fertilizers, competitors may design competing products that do not infringe these intellectual property rights.

If we are unable to compete successfully with ~~our~~the VIE and its subsidiaries’ competitors, ~~our~~the ~~financial~~VIE and its subsidiaries’ financial condition and results of operations may be harmed.

We encounter intense competition in each of ~~our~~the VIE and its subsidiaries’ business segments on a national, regional and local level. Competition in the industry is primarily based on quality of services, brand name recognition, geographic coverage and range of services. New and existing competitors may offer competitive rates, greater convenience or superior services, which could attract customers away from us, resulting in lower revenues for ~~our~~ operations. Competition among fertilizer companies may cause a decrease in price of sales to attract or retain talented employees.

~~Our~~The VIE and its subsidiaries’ major competitors are Shijiazhuang Xixing Fertilizer Science and Technology Limited, Nanjing Ningliang Bio-chemistry Engineering Limited, Shijiazhuang Jintaiyang Biology Organic Fertilizer Limited, Beijing Wotu Tiandi Biological Science Limited, Zhenzhou Yongfeng Biology Fertilizer Limited, Shandong Jianong Biological Engineering Limited, Beijing Aeronautics Hengfeng Technology Limited, Beijing Century Armstrong Biological Technology Limited, GengLiduo Biological Technology Limited.

3440

We do not have multinational competitors. Due to the high price of organic fertilizers from other countries, China has few organic fertilizer imports. The fertilizers produced by international fertilizer companies entering the Chinese organic fertilizer market are mainly special functional fertilizers such as foliar fertilizers. These functional fertilizers are not selling well in the domestic market due to high price.

Some of ~~our~~the VIE and its subsidiaries’ competitors may have a broader national presence than us, a more established branding recognition than us in major markets and more financial or other resources than us. Others may have smaller aggregate businesses than us but may be more established and have greater market presence and brand name ~~recognition~~ recognition on a local or regional basis. We are also subject to competition from other large national and international companies. These ~~companies~~ companies may have more financial or other resources than us. If we fail to compete effectively, ~~our~~the ~~business~~VIE and its subsidiaries’ business operations and financial condition will suffer.

The loss of any of ~~our~~the VIE and its subsidiaries’ key suppliers and/or customers could have a materially adverse effect on ~~our~~the VIE and its subsidiaries’ results of operations.

We consider ~~our~~the VIE and its subsidiaries’ major suppliers in each period to be those suppliers that accounted for more than 10% of overall purchases in such period. For the years ended December 31, 2022 ~~2021~~ and ~~2020~~2021, 7776% and 4577% of our supplies came from ~~five~~two and ~~two~~five key suppliers, respectively. For the year ended December 31, ~~2022~~2023, 7691% of our supplies came from ~~two~~four key suppliers. Although we believe that we can locate replacement suppliers readily on the market for prevailing prices and that we may not have significant difficulty replacing a given supplier, any difficulty in replacing such a supplier could adversely affect ~~our~~the VIE and its subsidiaries’ company’s performance to the extent it results in higher prices, slower supply chain and ultimately less desirable results of operations.

In addition, for the years ended December 31, ~~2021~~2023 and ~~2020~~2022, two key customers accounted for 7177% and 78% of our revenues, respectively. ~~For~~As the ~~year~~majority ~~ended December 31, 2022, two key customers accounted for 78%~~ of ~~our revenues. As~~ the ~~majority~~VIE ofand ~~our~~its subsidiaries’ revenues are driven by individual orders for organic fertilizers, there can be no assurance that we will maintain or improve the relationships with customers who do not have long-term contracts with us. ~~Our~~The VIE and its subsidiaries’ major customers often change each period based on when a given order is placed. If we cannot maintain long-term relationships with major customers or replace major customers from period to period with equivalent customers, the loss of such sales could have an adverse effect on ~~our~~the VIE and its subsidiaries’ business, financial condition and results of operations.

We have engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have an adverse effect on our business and results of operations.

We have entered into a number of transactions with related parties, including our shareholders, directors and executive officers. For example, for fiscal year ended December 31, ~~2022~~2023, we have due to related ~~paties~~ parties balance of $~~897~~197,~~821~~196, $~~102~~96,~~007~~092, and $4542,~~080~~199, respectively, from Mr. Lirong Wang, Ms. Xueying Sheng, and Mr. Guohua Lin. See “Related Party Transactions.” We may in the future enter into additional transactions with entities in which members of our board of directors and other related parties hold ownership interests.

Transactions with the entities in which related parties hold ownership interests present potential for conflicts of interest, as the interests of these entities and their shareholders may not align with the interests of the Company and our unaffiliated shareholders with respect to the negotiation of, and certain other matters related to, our purchases from and other transactions with such entities. Conflicts of interest may also arise in connection with the exercise of contractual remedies under these transactions, such as the treatment of events of default.

Currently, our Board of Directors has authorized the Audit Committee upon its formation to review and approve all material related party transaction. We rely on the laws of the State of Nevada, which provide that directors owe a duty of care and a duty of loyalty to our company. Nevertheless, we may have achieved more favorable terms if such transactions had not been entered into with related parties and these transactions, individually or in the aggregate, may have an adverse effect on our business and results of operations or may result in government enforcement actions or other litigation.

3541

~~Our~~The VIE and its subsidiaries’ product development cycle is lengthy and uncertain and we may never generate revenues or earn revenues on the sale of ~~our~~the VIE and its subsidiaries’ products currently in development.

The research and development in the crop productivity and agriculture biotech industries is expensive, complex, prolonged and uncertain. We may spend many years and dedicate significant financial and other resources developing products that may never generate revenues or come to market. ~~Our~~The VIE and its subsidiaries’ process of developing and commercializing technologies involves several phases and can take several years from discovery to commercialization of a product.

Development of new or improved agricultural products involves risks of failure inherent in the development of products based on innovative and complex technologies. These risks include the possibility that:

● ~~our~~the VIE and its subsidiaries’ products will fail to perform as expected in the field;

● ~~our~~the VIE and its subsidiaries’ products will not receive necessary regulatory permits and governmental clearances in the markets in which we intend to sell them;

● ~~our~~the VIE and its subsidiaries’ products may have adverse effects on consumers;

● consumer preferences, which are unpredictable and can vary greatly, may change quickly, making ~~our~~the VIE and its subsidiaries’ products no longer desirable;

● ~~our~~the VIE and its subsidiaries’ competitors develop new products that have other more appealing characteristics than ~~our~~the VIE and its subsidiaries’ products;

● ~~our~~the VIE and its subsidiaries’ products will be viewed as too expensive by food companies or growers as compared to competitive products;

● ~~our~~the VIE and its subsidiaries’ products will be difficult to produce on a large scale or will not be economical to grow;

● intellectual property and other proprietary rights of third parties will prevent us, ~~our~~the VIE and its subsidiaries’ research and development partners or ~~our~~the VIE and its subsidiaries’ licensees from marketing and selling ~~our~~the VIE and its subsidiaries’ products;

● we may be unable to patent or otherwise obtain intellectual property protection for ~~our~~the VIE and its subsidiaries’ discoveries in the necessary jurisdictions;

● we or the customers that we sell ~~our~~the VIE and its subsidiaries’ products to may be unable to fully develop or commercialize ~~our~~the VIE and its subsidiaries’ products in a timely manner or at all; and

●

third parties may develop superior or equivalent products.

We intend to continue to invest in research and development including additional and expanded field testing to validate potential products in real world conditions. Because of the long product development cycle and the complexities and uncertainties associated with biotech and agricultural industrial technologies, there can be no assurance that we will ever generate significant revenues from the technologies or products that we are currently developing without significant delay, without the incurrence of unanticipated costs or at all.

We depend on ~~our~~the VIE and its subsidiaries’ key personnel and research employees, and we may be adversely affected if we are unable to attract and retain qualified scientific and business personnel.

~~Our~~The VIE and its subsidiaries’ business is dependent on ~~our~~the VIE and its subsidiaries’ ability to recruit and maintain highly skilled and qualified individuals through direct employment or collaboration arrangements, with expertise in a range of disciplines, including biology, chemistry, plant genetics, agronomics, mathematics programming and other subjects relevant to ~~our~~the VIE and its subsidiaries’ business. ~~Our~~ The VIE and its subsidiaries’ ability to recruit such a work force depends in part on ~~our~~the VIE and its subsidiaries’ ability to maintain ~~our~~the VIE and its subsidiaries’ market leadership in agricultural biotech industry in China. Maintaining ~~our~~the VIE and its subsidiaries’ ability to attract highly-skilled workers and leading scientific institutions depends in part on ~~our~~the VIE and its subsidiaries’ ability to maintain a strong technology platform and state-of-the-art facilities, as well as ~~our~~the VIE and its subsidiaries’ ability to consistently and successfully commercialize ~~our~~ the VIE and its subsidiaries’ technology. There can be no assurance that we will be able to maintain leading scientific capabilities or continue to successfully maintain advanced technology in the market.

3642

We do not enter into non-compete agreements with ~~our~~the VIE and its subsidiaries’ employees, and therefore we may be unable to prevent ~~our~~the VIE and its subsidiaries’ competitors from benefiting from the expertise of ~~our~~the VIE and its subsidiaries’ former employees.

We do not enter into non-compete agreements with ~~our~~ the VIE and its subsidiaries’ employees, which prevents us from limiting ~~our~~the VIE and its subsidiaries’ key employees from joining ~~our~~the VIE and its subsidiaries’ competitors or competing directly against us. As a result, we may be unable to prevent ~~our~~the ~~competitors~~VIE and its subsidiaries’ competitors from benefiting from the expertise of such employees. Direct competition by a former employee could materially adversely affect ~~our~~the VIE and its subsidiaries’ business, results of operations and ability to capitalize on ~~our~~the ~~proprietary~~VIE and its subsidiaries’ proprietary information.

We have a limited operating history in ~~our~~ the VIE and its subsidiaries’ market, which makes it difficult to evaluate ~~our~~the VIE and its subsidiaries’ future prospects.

We started engaging in ~~our~~the ~~business~~VIE and its subsidiaries’ business in the last few years and have limited revenues to date. As ~~our~~the VIE and its subsidiaries’ business develops or responds to competition, we may continue to introduce new products and services or make adjustments to ~~our~~the VIE and its subsidiaries’ existing offerings and business model. In connection with the introduction of new products or in response to general economic conditions, we may impose more stringent borrower qualifications to ensure the quality of loans facilitated by ~~our~~the VIE and its subsidiaries’ companies, which may negatively affect the growth of ~~our~~the VIE and its subsidiaries’ business. Any significant change to ~~our~~the VIE and its subsidiaries’ business model may not achieve expected results and may have a material and adverse impact on ~~our~~the ~~financial~~VIE and its subsidiaries’ financial conditions and results of operations. It is therefore difficult to effectively assess ~~our~~the VIE and its subsidiaries’ future prospects. The risks and challenges we encounter or may encounter in this developing and rapidly evolving market may have impacts on ~~our~~the VIE and its subsidiaries’ business and prospects. These risks and challenges include ~~our~~the VIE and its subsidiaries’ ability to, among other things:

●

navigate an evolving regulatory environment;

●

expand the base of borrowers and lenders;

● broaden ~~our~~the VIE and its subsidiaries’ loan product offerings;

● enhance ~~our~~the VIE and its subsidiaries’ risk management capabilities;

● improve ~~our~~the VIE and its subsidiaries’ operational efficiency;

●

cultivate a vibrant consumer finance ecosystem;

● maintain the security of ~~our~~the VIE and its subsidiaries’ IT infrastructure and the confidentiality of the information provided and utilized across ~~our~~the VIE and its subsidiaries’ platform;

●

attract, retain and motivate talented employees; and

●

defend ourselves against litigation, regulatory, intellectual property, privacy or other claims.

If we fail to educate potential borrowers and lenders about the value of ~~our~~the VIE and its subsidiaries’ services, if the market for ~~our~~the VIE and its subsidiaries’ services does not develop as we expect, or if we fail to address the needs of ~~our~~the VIE and its subsidiaries’ target market, or other risks and challenges, ~~our~~the VIE and its subsidiaries’ business and results of operations will be harmed.

The loss of any of ~~our~~the VIE and its subsidiaries’ key customers ~~could~~ could reduce ~~our~~the VIE and its subsidiaries’ revenues and ~~our~~the profitability.

For the years ended December 31, ~~2022~~2023 and ~~2021~~2022, revenue from two customers represented 7877% and 7178% of ~~our~~the VIE and its subsidiaries’ revenue, respectively. As the majority of ~~our~~the VIE and its subsidiaries’ revenues are driven by individual orders for fertilizer products, there can be no assurance that we will maintain or improve the relationships with customers who do not have long-term contracts with us. ~~Our~~ The VIE and its subsidiaries’ major customers often change each period based on when a given order is placed. If we cannot maintain long-term relationships with major customers or replace major customers from period to period with equivalent customers, the loss of such sales could have an adverse effect on ~~our~~the VIE and its subsidiaries’ business, financial condition and results of operations.

3743

Any failure of any of ~~our~~the VIE and its subsidiaries’ key suppliers to deliver necessary materials could result in delays in ~~our~~the VIE and its subsidiaries’ products development or marketing schedules.

For the years ended December 31, ~~2021~~2022 and ~~2020~~2021, ~~five and~~ two suppliers ~~accounted~~ accounted for 7776% and 4577% of ~~our~~the VIE and its subsidiaries’ purchases, respectively. For the year ended December 31, ~~2022~~2023, ~~two~~four suppliers accounted for 7691% of ~~our~~ the VIE and its subsidiaries’ purchases, respectively. We are dependent on ~~our~~the ~~suppliers~~VIE and its subsidiaries’ suppliers for our products. Our suppliers may fail to meet timelines or contractual obligations or provide us with sufficient products, which may adversely affect our business. Certain of ~~our~~the VIE and its subsidiaries’ contracts with key suppliers can be terminated by the supplier upon giving notice within a certain period and restrict us from using other suppliers. Failure to appropriately structure or adequately manage our agreements with third parties may adversely affect our supply of products. We are also subject to credit risk with respect to ~~our~~the VIE and its subsidiaries’ third-party suppliers. If any such suppliers become insolvent, an appointed trustee could potentially ignore the service contracts we have in place with such party, resulting in increased charges or the termination of the service contracts. We may not be able to replace a service provider within a reasonable period of time, on as favorable terms or without disruption to our operations. Any adverse changes to our relationships with third-party suppliers could have a material adverse effect on ~~our~~the VIE and its subsidiaries’ image, brand and reputation, as well as on ~~our~~the VIE and its subsidiaries’ business, financial condition and results of operations.

In addition, to the extent that ~~our~~the ~~creditworthiness~~VIE and its subsidiaries’ creditworthiness might be impaired, or general economic conditions decline, certain of ~~our~~the VIE and its subsidiaries’ key suppliers may demand onerous payment terms that could materially adversely affect ~~our~~the VIE and its subsidiaries’ working capital position, or such suppliers may refuse to continue to supply to us. A number of ~~our~~the VIE and its subsidiaries’ key suppliers have taken out trade credit insurance on our ability to pay them. To the extent that such trade credit insurance becomes unobtainable or more expensive due to market conditions, we may face adverse changes to payment terms by ~~our~~the VIE and its subsidiaries’ key suppliers, or they may refuse to continue to supply us.

We may have difficulty managing the risk associated with doing business in the Chinese fertilizer and agricultural products industry.

In general, the fertilizer and agricultural products industry in China is affected by a series of factors, including, but not limited to, natural, economic and social such as climate, market, technology, regulation, and globalization, which makes risk management difficult. Fertilizer and agricultural products operations in China face similar risks as present in other countries, however, in the PRC these can either be mitigated or exacerbated due to governmental intervention through policy promulgation and implementation either in the fertilizer and agricultural products or sectors which provide critical inputs to fertilizer and agricultural products such as energy or outputs such as transportation. While not an exhaustive list, the following factors could significantly affect our ability to do business:

●

food, feed, and energy demand;

●

agricultural, financial, energy and renewable energy and trade policies;

●

input and output pricing due to market factors and regulatory policies;

●

production and crop progress due to adverse weather conditions, equipment deliveries, and water and irrigation conditions; and

●

infrastructure conditions and policies.

Currently, we do not hold and do not intend to purchase insurance policies to protect revenue in the case that the above conditions cause losses of revenue.

If we do not compete effectively, ~~our~~the ~~results~~VIE and its subsidiaries’ results of operations could be harmed.

~~Our~~The ~~industry~~VIE and its subsidiaries’ industry in China is intensely competitive and evolving. ~~Our~~The VIE and its subsidiaries’ competitors operate with different business models, have different cost structures or participate selectively in different market segments. They may ultimately prove more successful or more adaptable to new regulatory, technological and other developments. Some of ~~our~~the VIE and its subsidiaries’ current and potential competitors have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their services. ~~Our~~the VIE and its subsidiaries’ competitors may also ~~have~~ have longer operating histories, more extensive borrower or lender bases, greater brand recognition and brand loyalty and broader partner ~~relationships~~ relationships than us. Additionally, a current or potential competitor may acquire one or more of ~~our~~the VIE and its subsidiaries’ existing competitors or form a strategic alliance with one or more of ~~our~~the VIE and its subsidiaries’ competitors. If we are unable to compete with such companies and meet the need for innovation in ~~our~~the VIE and its subsidiaries’ industry, the demand for ~~our~~the VIE and its subsidiaries’ services could stagnate or substantially decline, we could experience reduced revenues or ~~our~~the VIE and its subsidiaries’ services could fail to achieve or maintain more widespread market acceptance, any of which could harm ~~our~~the VIE and its subsidiaries’ business and results of operations.

3844

If we fail to promote and maintain ~~our~~the VIE and its subsidiaries’ brand in an effective and cost-efficient way, ~~our~~the VIE and its subsidiaries’ business and results of operations may be harmed.

The continued development and success of ~~our~~the VIE and its subsidiaries’ business relies on the recognition of ~~our~~the VIE and its subsidiaries’ brands. We believe that developing and maintaining awareness of ~~our~~the VIE and its subsidiaries’ brand effectively is critical to attracting new and retaining existing borrowers and lenders to ~~our~~the VIE and its subsidiaries’ services. Successful promotion of ~~our~~the VIE and its subsidiaries’ brand and the VIE and ~~our~~its subsidiaries’ ability to attract qualified borrowers and sufficient lenders depend largely on the effectiveness of ~~our~~the VIE and its subsidiaries’ marketing efforts and the success of the channels we use to promote ~~our~~the VIE and its subsidiaries’ services. ~~Our~~The VIE and its subsidiaries’ efforts to build ~~our~~the VIE and its subsidiaries’ brand have caused us to incur significant expenses, and it is likely that ~~our~~ the VIE and its subsidiaries’ future marketing efforts will require us to incur significant additional expenses. These efforts may not result in increased revenues in the immediate future or at all and, even if they do, any increases in revenues may not offset the expenses incurred. If we fail to successfully promote and maintain ~~our~~the ~~brand~~VIE and its subsidiaries’ brand while incurring substantial expenses, ~~our~~the VIE and its subsidiaries’ results of operations and financial condition would be adversely affected, which may impair ~~our~~the VIE and its subsidiaries’ ability to grow ~~our~~the business.

If we fail to develop and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud.

Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. We also have a history of not filing our periodic reports on time due to uncontrollable reasons. As defined in the standards established by the Public Company Accounting Oversight Board of the United States, or PCAOB, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

One material weakness that has been identified related to our lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and to prepare and review our consolidated financial statements and related disclosures to fulfil U.S. GAAP and SEC financial reporting requirements. The other material weakness that has been identified related to our lack of comprehensive accounting policies and procedures manual in accordance with U.S. GAAP.

We have implemented a number of measures to address the material weaknesses that have been identified in connection with the audits of our consolidated financial statements as of and for the two years ended December 31, ~~2022~~2023 and ~~2021~~2022. However, there is no assurance that we will not have any material weakness in the future. Failure to discover and address any control deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud. 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 from prior periods.

Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results.

If we fail to comply with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common shares.

Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting. In connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected. We determined that our disclosure controls and procedures over financial reporting are not effective and were not effective as of December 31, ~~2022~~2023.

The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that we will implement and maintain adequate controls over our financial process and reporting in the future or that the measures we will take will remediate any material weaknesses that we may identify in the future.

3945

Our business depends on the continued efforts of our senior management. If one or more of our key executives were unable or unwilling to continue in their present positions, our business may be severely disrupted.

Our business operations depend on the continued services of our senior management, particularly the executive officers named in this ~~prospectus~~report. While we have provided different incentives to our management, we cannot assure you that we can continue to retain their services. We currently do not carry a “key man” life insurance on the officers. Therefore, if one or more of our key executives are unable or unwilling to continue in their present positions, we may incur substantial cost or may not be able to replace them at all. Consequently, our future growth may be constrained, our business may be severely disrupted, and our financial condition and results of operations may be materially and adversely affected. If that is the case, we may incur additional expenses to recruit, train and retain qualified personnel. In addition, although we have entered into confidentiality and non-competition agreements with our management, there is no assurance that any member of our management team will not join our competitors or form a competing business. If any dispute arises between our current or former officers and us, we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may be unable to enforce them at all.

Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business.

We believe our success depends on the efforts and talent of our employees, including risk management, software engineering, financial and marketing personnel. Our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled technical, risk management and financial personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment.

In addition, we invest significant time and expenses in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements, and the quality of our services and our ability to serve borrowers and lenders could diminish, resulting in a material adverse effect to our business.

Increases in labor costs in the PRC may adversely affect ~~our~~the VIE and its subsidiaries’ business and results of operations.

The economy in China has experienced increases in inflation and labor costs in recent years. As a result, average wages in the PRC are expected to continue to increase. In addition, we are required by PRC laws and regulations to pay various statutory employee benefits, including pension, housing fund, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of ~~our~~the VIE and its subsidiaries’ employees. The relevant government agencies may examine whether an employer has made adequate payments to the statutory employee benefits, and those employers who fail to make adequate payments may be subject to late payment fees, fines and/or other penalties. We expect that ~~our~~ the VIE and its subsidiaries’ labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control ~~our~~the VIE and its subsidiaries’ labor costs or pass on these increased labor costs to ~~our~~the VIE and its subsidiaries’ users by increasing the fees of ~~our~~the VIE and its subsidiaries’ services, ~~our~~the VIE and its subsidiaries’ financial condition and results of operations may be adversely affected.

We do not have any business insurance coverage.

Insurance companies in China currently do not offer as extensive of an array of insurance products as insurance companies in more developed economies do. Currently, we do not have any business liability or disruption insurance to cover ~~our~~the VIE and its subsidiaries’ operations. We have determined that the costs of insuring for these ~~risks~~ risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have ~~such~~ such insurance. Any uninsured business disruptions may result in ~~our~~the VIE and its subsidiaries’ incurring substantial costs and the diversion of resources, which could have an adverse effect on ~~our~~the VIE and its subsidiaries’ results of operations and financial condition.

4046

We face Risks Relating to natural disasters, health epidemics and other outbreaks, which could significantly disrupt ~~our~~ operations.

We are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events may give rise to server interruptions, breakdowns, system failures, technology service failures or internet failures, ~~which~~ which could cause the loss or corruption of data or malfunctions of software or hardware, as well as adversely affect ~~our~~the VIE and its subsidiaries’ ability to provide products and services on ~~our~~the VIE and its subsidiaries’ service.

~~Our~~The VIE and its subsidiaries’ business could also be adversely affected by the effects of virus, flu and other diseases. ~~Our~~The VIE and its subsidiaries’ business operations could be disrupted if any of ~~our~~the VIE and its subsidiaries’ employees is suspected of having virus, flu and other diseases, since it could require ~~our~~the VIE and its subsidiaries’ employees to be quarantined and/or ~~our~~the VIE and its subsidiaries’ offices to be disinfected. In addition, ~~our~~ the VIE and its subsidiaries’ results of operations could be adversely affected to the extent that any of these epidemics harms the Chinese economy in general.

We may be subject to the general risks underlying the agriculture industry in PRC market.

The agriculture industry in the PRC market has been mature. Particularly, we are principally engaged in the fertilizer processing and distribution business in the People’s Republic of China. Therefore, we need to be cautious in selecting ~~our~~the VIE and its subsidiaries’ business focus and expansion strategy, and we should be constantly aware of the innovation risk, technology risk and market risk in the industries. If we fail to make an accurate judgment of the current market, ~~our~~ the VIE and its subsidiaries’ performance can be severely impacted.

We may be adversely affected by global economic conditions.

~~Our~~The VIE and its subsidiaries’ ability to continue to develop and grow ~~our~~ the VIE and its subsidiaries’ business, build proprietary distribution channels and generate revenues from product sales and royalty payments may be adversely affected by global economic conditions in the future, including instability in credit markets, declining consumer and business confidence, fluctuating commodity prices and interest rates, volatile exchange rates and other challenges that could affect the global economy such as the changing financial regulatory environment. For example, ~~our~~the VIE and its subsidiaries’ customers and licensees may experience deterioration of their businesses, cash flow shortages or difficulties obtaining financing, which could adversely affect the demand for ~~our~~the VIE and its subsidiaries’ technologies, products and services. In In addition, ~~our~~the VIE and its subsidiaries’ earnings may be adversely affected by fluctuations in the price of certain commodities, such as grains, milk, meat, biofuels and biomaterials. If commodity prices are negatively impacted, the value of ~~our~~the VIE and its subsidiaries’ products could be directly and negatively impacted. Additionally, growers’ incomes have historically been negatively affected by commodity prices. As a result, fluctuations in commodity prices could have an impact on growers’ purchasing decisions and negatively affect their ability and decisions to purchase ~~our~~the VIE and its subsidiaries’ seeds or products that incorporate ~~our~~the VIE and its subsidiaries’ proprietary technology. We cannot anticipate all of the ways in which the current economic climate and financial ~~market~~ market conditions could adversely impact ~~our~~the VIE and its subsidiaries’ business.

Changes in laws and regulations to which we are subject, or to which we may become subject in the future, may materially increase ~~our~~the VIE and its subsidiaries’ costs of operation, decrease ~~our~~ operating revenues and disrupt ~~our~~ business.

Laws and regulatory standards and procedures that impact ~~our~~the VIE and its subsidiaries’ business are continuously changing. Responding to these changes and meeting existing and new requirements may be costly and burdensome. Changes in laws and regulations may occur that could:

● impair or eliminate ~~our~~the VIE and its subsidiaries’ ability to source technology and develop ~~our~~the VIE and its subsidiaries’ products, including validating ~~our~~the VIE and its subsidiaries’ products through field trials and passing biosafety evaluations;

● increase ~~our~~the VIE and its subsidiaries’ compliance and other costs of doing business through increases in the cost to protect ~~our~~the VIE and its subsidiaries’ intellectual property, including know-how, trade secrets and regulatory data, or increases in the cost to obtain the necessary regulatory approvals to commercialize and market the products we develop directly or jointly;

●

require significant product redesign or redevelopment;

● render ~~our~~the VIE and its subsidiaries’ seed traits and technology and products that incorporate them less profitable or less attractive compared to competing products;

●

reduce the amount of revenues we receive from government grants, licenses or other royalties; and

● discourage us and other collaborators from offering, and end markets from purchasing, products that incorporate ~~our~~the VIE and its subsidiaries’ seed traits and technology.

Any of these events could have a material adverse effect on ~~our~~the VIE and its subsidiaries’ business, results of operations and financial condition. Legislation and jurisprudence on intellectual property in the key markets where we seek protection, primarily in China, is evolving and changes in laws could affect ~~our~~the VIE and its subsidiaries’ ability to obtain or maintain intellectual property protection for ~~our~~the VIE and its subsidiaries’ products. Any changes to these existing laws and regulations may materially increase ~~our~~the VIE and its subsidiaries’ costs, decrease ~~our~~ the VIE and its subsidiaries’ revenues and disrupt ~~our~~the VIE and its subsidiaries’ business.

4147

The overall agricultural industry is susceptible to commodity price changes and we, along with ~~our~~the VIE and its subsidiaries’ food manufacturing customers and grower customers, are exposed to market risks from changes in commodity prices.

Changes in the prices of certain commodity products could result in higher overall cost along the agricultural supply chain, which may negatively affect ~~our~~the VIE and its subsidiaries’ ability to commercialize ~~our~~ the VIE and its subsidiaries’ products We will be susceptible to changes in costs in the agricultural industry as a result of factors beyond ~~our~~the VIE and its subsidiaries’ control, such as general economic conditions, seasonal fluctuations, weather conditions, demand, food safety concerns, product recalls and government regulations. As a result, we may not be able to anticipate or react to changing costs by adjusting ~~our~~the VIE and its subsidiaries’ practices, which could cause ~~our~~ operating results to deteriorate.

~~Our~~The ~~operations~~VIE and its subsidiaries’ operations are subject to various health and environmental risks associated with ~~our~~the VIE and its subsidiaries’ use, handling and disposal of potentially toxic materials.

We are subject to numerous federal, state, local and foreign environmental, health and safety laws and regulations, including those governing laboratory procedures, the handling, use, storage, treatment, manufacture and disposal of wastes, discharge of pollutants into the environment and human health and safety matters.

Although there are no hazardous substances in the raw materials used by us that will affect and damage the company’s employees, factory, other property and the environment. The safety of raw materials is also one of the requirements when applying for the fertilizer registration certificate. We cannot completely eliminate the risk of contamination or discharge and any resultant injury from these materials. If these risks were to materialize, we could be subject to fines, liability, reputational harm or otherwise adverse effects on ~~our~~the VIE and its subsidiaries’ business. We may be sued for any injury or contamination that results from ~~our~~the VIE and its subsidiaries’ use or the use by third parties of these materials, or may otherwise be required to remedy the contamination, and ~~our~~the VIE and its subsidiaries’ liability may exceed any insurance coverage and ~~our~~the VIE and its subsidiaries’ total assets. Furthermore, compliance with environmental, health and safety laws and regulations may be expensive and may impair ~~our~~the VIE and its subsidiaries’ Research & Development efforts. If we fail to comply with these requirements, we could incur substantial costs and liabilities, including civil or criminal fines and penalties, clean-up costs or capital expenditures for control equipment or operational changes necessary to achieve and maintain compliance. In addition, we cannot predict the impact on ~~our~~ the VIE and its subsidiaries’ business of new or amended environmental, health and safety laws or regulations or any changes in the way existing and future laws and regulations are interpreted and enforced. These current or future laws and regulations may impair ~~our~~the VIE and its subsidiaries’ research, development or production efforts.

Failure to maintain or enhance ~~our~~the ~~brands~~VIE and its subsidiaries’ brands or image could have a material and adverse effect on ~~our~~the business and results of operations.

We believe ~~our~~the VIE and its subsidiaries’ brands are associated with a well-recognized, integrated fertilizers company in the local markets ~~that~~in which it operates, with consistent high-quality products for end customers in China. ~~Our~~ the VIE and its subsidiaries’ brands are integral to ~~our~~the VIE and its subsidiaries’ sales and marketing efforts. ~~Our~~The VIE and its subsidiaries’ continued success in maintaining and enhancing ~~our~~the ~~brand~~VIE and its subsidiaries’ brand and image depends to a large extent on ~~our~~the VIE and its subsidiaries’ ability to satisfy customer needs by further developing and maintaining quality of services across ~~our~~the VIE and its subsidiaries’ operations, as well as ~~our~~the VIE and its subsidiaries’ ability to respond to competitive pressures. If we are unable to satisfy customer needs or if our public image or reputation ~~were~~ ~~otherwise~~are otherwise diminished, ~~our~~the VIE and its subsidiaries’ business transactions with ~~our~~the VIE and its subsidiaries’ customers may decline, which could, in turn, adversely affect ~~our~~the VIE and its subsidiaries’ results of operations.

Any failure to protect ~~our~~the ~~trademarks~~VIE and its subsidiaries’ trademarks and other intellectual property rights could have a negative impact on ~~our~~the VIE and its subsidiaries’ business.

We believe ~~our~~the VIE and its subsidiaries’ intellectual property rights are critical to ~~our~~the VIE and its subsidiaries’ success. Any unauthorized use of ~~our~~the VIE and its subsidiaries’ intellectual property rights could harm ~~our~~the VIE and its subsidiaries’ competitive advantages and business. Implementation of Chinese intellectual property-related laws have historically been lacking, primarily because of ambiguities in Chinese laws and enforcement difficulties. Accordingly, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other western countries. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive, and we may need to resort to litigation to enforce or defend patents issued to us or to determine the enforceability, scope and validity of ~~our~~the VIE and its subsidiaries’ proprietary rights or those of others. Such litigation and an adverse determination in any such litigation, if any, could result in substantial costs and diversion of resources and management attention, which could harm ~~our~~the VIE and its subsidiaries’ business and competitive position. If we are unable to adequately protect ~~our~~the VIE and its subsidiaries’ brand, trademarks and other intellectual property rights, we may lose these rights and ~~our~~ the VIE and its subsidiaries’ business may suffer materially.

4248

Our outstanding long-term loan and other financing arrangement payable may adversely affect our available cash flow and our ability to operate our business.

As of December 31, ~~2022~~2023 and ~~2021~~2022, our current portion of long-term ~~loan~~debt ~~payable balances~~ were $0773,039 and $~~283~~1,039,243 ~~860~~ respectively. We also have advances from related parties (Mr. Lirong Wang, Ms. Xueying Sheng and Mr. Guohua Lin) for working capital of the Company which are due on demand, non-interest bearing, and unsecured. For further information, see “Related Party Transactions.”

Our outstanding and future loans, combined with our other financial obligations and contractual commitments, could have negative consequences on our business and financial condition. We believe that our cash, cash equivalents on hand will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months. However, we need to make continued investment for our expansion in facilities and to retain talents to remain competitive. There can be no assurance that we will be able to raise additional capital on terms favorable to us, or at all, if and when required, especially if we experience disappointing operating results. If adequate capital is not available to us as required, our ability to fund ~~our~~ operations, take advantage of unanticipated opportunities, develop or enhance our facilities or respond to competitive pressures could be significantly limited.

Increases in labor costs in the PRC may adversely affect ~~our~~the VIE and its subsidiaries’ business and ~~our~~the VIE and its subsidiaries’ profitability.

China’s economy has experienced increases in labor costs in recent years. China’s overall economy and the average wage in China is expected to continue to grow. The average wage level for ~~our~~the VIE and its subsidiaries’ employees has also increased in recent years. We expect that ~~our~~the VIE and its subsidiaries’ labor costs, including wages and employee benefits, will continue to increase. Unless we are able to pass on these increased labor costs to ~~our~~the VIE and its subsidiaries’ customers by increasing prices for ~~our~~the VIE and its subsidiaries’ products or services, ~~our~~the VIE and its subsidiaries’ profitability and results of operations may be materially and adversely affected.

In addition, we have been subject to stricter regulatory requirements in terms of entering into labor contracts with ~~our~~the VIE and its subsidiaries’ employees and paying various statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and childbearing insurance to designated government agencies for the benefit of ~~our~~the VIE and its subsidiaries’ employees. Pursuant to the PRC Labor Contract Law, or the Labor Contract Law, that became effective in January 2008 and its implementing rules that became effective in September 2008 and its amendments that became effective in July 2013, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. In the event that we decide to terminate some of ~~our~~ the VIE and its subsidiaries’ employees or otherwise change ~~our~~the VIE and its subsidiaries’ employment or labor practices, the Labor Contract Law and its implementation rules may limit ~~our~~the ~~ability~~VIE and its subsidiaries’ ability to effect those changes in a desirable or cost-effective manner, which could adversely affect ~~our~~the VIE and its subsidiaries’ business and results of operations. Besides, pursuant to the Labor Contract Law and its amendments, dispatched employees are intended to be a supplementary form of employment and the fundamental form should be direct employment by enterprises and organizations that require employees. Further, it is expressly stated in the Interim Provisions on Labor Dispatch that became effective on March 1, 2014 that the number of seconded employees an employer uses may not exceed 10% of its total labor force and the employer has a two-year transition period to comply with such requirement. The VIE and its consolidated subsidiaries and consolidated branch offices used seconded employees for their principal business activities. The transition period ended on February 29, 2016, and those PRC subsidiaries have taken steps to decrease the number of seconded employees. If the relevant PRC subsidiaries are deemed to have violated the limitation on the use of seconded employees under the relevant labor laws and regulations, we may be subject to fines and incur other costs to make required changes to ~~our~~the VIE and its subsidiaries’ current employment practices.

As the interpretation and implementation of labor-related laws and regulations are still evolving, we cannot assure you that ~~our~~the VIE and its subsidiaries’ employment practice does not and will not violate labor-related laws and regulations in China, which may subject us to labor disputes or government investigations. If we are deemed to have violated relevant labor laws and regulations, we could be required to provide additional compensation to ~~our~~the VIE and its subsidiaries’ employees and ~~our~~the VIE and its subsidiaries’ business, and ~~our financial~~the VIE and its subsidiaries’ financial condition and results of operations could be materially and adversely affected.

4349

We may be liable for improper use or appropriation of personal information provided by ~~our~~the VIE and its subsidiaries’ customers.

In November 2016, the Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law (“CSL”), which became effective in June 2017. The CSL is the first PRC law that systematically lays out the regulatory requirements on cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government scrutiny. The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutting down the websites, and revocation of business license or relevant permits. In April 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security. On July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments (“Draft Measures”), which required that, in addition to “operator of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. The Cyberspace Administration of China has said that under the proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments,” The cybersecurity review will also investigate the potential national security risks from overseas IPOs. We do not know what regulations will be adopted or how such regulations will affect us and our listing on Nasdaq. In the event that the Cyberspace Administration of China determines that we are subject to these regulations, we may be required to delist from Nasdaq and we may be subject to fines and penalties.

4450

On June 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021. The law 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.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over Mainland China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of Mainland China that is carried out outside of Mainland China where (1) such processing is for the purpose of providing products or services for natural persons within Mainland China, (2) such processing is to analyze or evaluate the behavior of natural persons within Mainland China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.

On December 24, 2021, the China Securities Regulatory Commission (“CSRC”), together with other relevant government authorities in Mainland China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations require that a Mainland China domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in Mainland China seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant Mainland China domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations.

On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, ~~which~~effective ~~will come into effect~~ on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC. Since these statements and regulatory actions by the PRC government are newly published, their interpretation, application and enforcement of unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities,; our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such filings, permissions or approvals required by the PRC government, (ii) inadvertently conclude that such filings, permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such filings, permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice.

In the event that we are subject to any mandatory cybersecurity review and other specific actions required by the CAC or any other PRC governmental authorities, we face uncertainty as to whether any clearance or other required actions can be timely completed, or at all. Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties, which could materially and adversely affect our business, financial condition, and results of operations.

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

The Chinese economy has slowed down since 2012 and such slowdown 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, which have resulted in volatility in oil and other markets, and over the conflicts involving Ukraine and Syria. 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. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business, results of operations and financial condition. In addition, continued turbulence in the international markets may adversely affect our ability to access capital markets to meet liquidity needs.

4551

Risks Relating to Our Corporate Structure

If the PRC government deems that the contractual arrangements in relation to Shanghai Muliang, our consolidated variable interest entity, do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

The PRC government regulates telecommunications-related businesses through strict business licensing requirements and other government regulations. These laws and regulations also include limitations on foreign ownership of PRC companies that engage in telecommunications-related businesses. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in a value-added telecommunications service provider (except for e-commerce, domestic multi-party communication, storage and forwarding classes and call centers) under the Special Administrative Measures for Access of Foreign Investment (Negative List) (Edition 2020), which was promulgated on June 23, 2020 and implemented on July 23, 2020, and such major foreign investor in a Foreign-Invested Telecommunications Enterprise must have experience in providing value-added telecommunications services, or VATS, and maintain a good track record in accordance with the Administrative Provisions on Foreign-Invested Telecommunications Enterprises (revised in 2016), and other applicable laws and regulations.

Muliang Viagoo is a holding company incorporated in Nevada. As a holding company with no material operations of our own, we conduct a substantial majority of ~~our~~ operations in the People’s Republic of China, or “PRC” or “China,” though ~~our~~the variable interest entity, Shanghai Muliang and its subsidiaries. We receive the economic benefits of the VIE and its subsidiaries’s business operations through certain contractual arrangements. Investors in our common shares offered in ~~this~~our ~~offering~~future offerings are purchasing shares of the U.S. holding company and not shares of the VIE and its subsidiaries in China that are conducting the business operations. For a description of the VIE contractual arrangements, see “Corporation History and Structure-Contractual Arrangements.”

The VIE contributed 93100% of the Company’s revenue for the years ended December 31, ~~2022~~2023. As of December 31, 2023 and 2022, the VIE accounted for 99100% and 8699% of the consolidated total assets and total liabilities of the Company respectively.

We rely on and expect to continue to rely on our wholly owned PRC subsidiary’s contractual arrangements with Shanghai Muliang and its shareholders to operate our business. These contractual arrangements may not be as effective in providing us with control over Shanghai Muliang as ownership of controlling equity interests would be in providing us with control over, or enabling us to derive economic benefits from the operations of Shanghai Muliang. Under the current contractual arrangements, as a legal matter, if Shanghai Muliang or any of its shareholders executing the VIE Agreements fails to perform its, his or her respective obligations under these contractual arrangements, we may have to incur substantial costs and resources to enforce such arrangements, and rely on legal remedies available under PRC laws, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective. For example, if shareholders of a variable interest entity were to refuse to transfer their equity interests in such variable interest entity to us or our designated persons when we exercise the purchase option pursuant to these contractual arrangements, we may have to take a legal action to compel them to fulfill their contractual obligations.

If (i) the applicable PRC authorities invalidate these contractual arrangements for violation of PRC laws, rules and regulations, (ii) any variable interest entity or its shareholders terminate the contractual arrangements (iii) any variable interest entity or its shareholders fail to perform its/his/her obligations under these contractual arrangements, or (iv) if these regulations change or are interpreted differently in the future, our business operations in China would be materially and adversely affected, and the value of your shares would substantially decrease or even become worthless. Further, if we fail to renew these contractual arrangements upon their expiration, we would not be able to continue our business operations unless the then current PRC law allows us to directly operate businesses in China.

In addition, if any variable interest entity or all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition and results of operations. If any of the variable interest entities undergoes a voluntary or involuntary liquidation proceeding, its shareholders or unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business and our ability to generate revenues.

All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. The legal environment in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over ~~our~~ operating entities and we may be precluded from operating our business, which would have a material adverse effect on our financial condition and results of operations.

These contractual arrangements may not be as effective as direct ownership in providing us with control over the VIE. For example, the VIE and their shareholders could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. If we had direct ownership of the VIE, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of the VIE, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current contractual arrangements, we rely on the performance by the VIE and their shareholders of their obligations under the contracts to exercise control over the VIE. The shareholders of our consolidated VIE may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate certain portions of our business through the contractual arrangements with the VIE.

4652

If the VIE or their shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. For example, if the shareholders of the VIE refuse to transfer their equity interest in the VIE to us or our designee if we exercise the purchase option pursuant to these contractual arrangements, or if they otherwise act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations. In addition, if any third parties claim any interest in such shareholders’ equity interests in the VIE, our ability to exercise shareholders’ rights or foreclose the share pledge according to the contractual arrangements may be impaired. If these or other disputes between the shareholders of the VIE and third parties were to impair our control over the VIE, our ability to consolidate the financial results of the VIE would be affected, which would in turn result in a material adverse effect on our business, operations and financial condition.

In the opinion our PRC legal counsel, each of the contractual arrangements among our WFOE, the VIE and its shareholders governed by PRC laws are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect. However, our PRC legal counsel has also advised us that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules. Accordingly, the PRC regulatory authorities may ultimately take a view that is contrary to the opinion of our PRC legal counsel. In addition, it is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. PRC government authorities may deem that foreign ownership is directly or indirectly involved in the VIE’s shareholding structure. If our corporate structure and contractual arrangements are deemed by the MIIT or the MOFCOM or other regulators having competent authority to be illegal, either in whole or in part, we may lose control of our consolidated VIE and have to modify such structure to comply with regulatory requirements. However, there can be no assurance that we can achieve this without material disruption to our VATS business. Furthermore, if we or the VIE is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including, without limitation:

● revoking the business license and/or operating licenses of our WFOE or the VIE; ● discontinuing or placing restrictions or onerous conditions on ~~our~~ operations through any transactions among our WFOE, the VIE and its subsidiaries; ● imposing fines, confiscating the income from our WFOE, the VIE or its subsidiaries, or imposing other requirements with which we or the VIE may not be able to comply; ● placing restrictions on our right to collect revenues; ● shutting down our servers or blocking our app/websites; ● requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with the VIE and deregistering the equity pledges of the VIE, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control over the VIE; or ● restricting or prohibiting our use of the proceeds of ~~this~~any ~~offering~~future offerings to finance our business and operations in China. ● taking other regulatory or enforcement actions against us that could be harmful to our business.

The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business. In addition, it is unclear what impact the PRC government actions would have on us and on our ability to consolidate the financial results of the VIE in our consolidated financial statements, if the PRC government authorities were to find our corporate structure and contractual arrangements to be in violation of PRC laws and regulations. If the imposition of any of these government actions causes us to lose our right to direct the activities of the VIE or our right to receive substantially all the economic benefits and residual returns from the VIE and we are not able to restructure our ownership structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of the VIE in our consolidated financial statements. Either of these results, or any other significant penalties that might be imposed on us in this event, would have a material adverse effect on our financial condition and results of operations.

4753

We rely on contractual arrangements with the VIE and their shareholders for a large portion of our business operations. These arrangements may not be as effective as direct ownership in providing operational control. Any failure by the VIE or their shareholders to perform their obligations under such contractual arrangements would have a material and adverse effect on our business.

We have relied and expect to continue relying on contractual arrangements with the VIE and their shareholders to operate our business in China. The revenues contributed by the VIE and their subsidiaries constituted substantially 93100% of our net revenue for the year of ~~2022~~2023.

If the VIE or their shareholders fail to perform their respective obligations under the contractual arrangements, we may have difficulty in enforcing any rights the Company may have under the VIE Agreements in PRC and have to incur substantial costs and expend additional resources to enforce such arrangements. For example, if the shareholders of the VIE refuse to transfer their equity interest in the VIE to us or our designee if we exercise the purchase option pursuant to these contractual arrangements, or if they otherwise act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations. In addition, if any third parties claim any interest in such shareholders’ equity interests in the VIE, our ability to exercise shareholders’ rights or foreclose the share pledge according to the contractual arrangements may be impaired. If these or other disputes between the shareholders of the VIE and third parties were to impair our control over the VIE, our ability to consolidate the financial results of the VIE would be affected, which would in turn result in a material adverse effect on our business, operations and financial condition.

Any failure by Shanghai Muliang, our consolidated variable interest entity, or its shareholders to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business.

We refer to the shareholders of the VIE as its nominee shareholders because although they remain the holders of equity interests on record in the VIE, pursuant to the terms of the relevant power of attorney, such shareholders have irrevocably authorized the individual appointed by Shanghai Mufeng to exercise their rights as a shareholder of the relevant VIE. If the VIE, or its shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC laws, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective under PRC laws. For example, if the shareholders of Shanghai Muliang were to refuse to transfer their equity interest in Shanghai Muliang to us or our designee if we exercise the purchase option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations.

All the agreements under our contractual arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. See “Risks Relating to Doing Business in China-Uncertainties with respect to the PRC legal system and changes in laws and regulations in China could adversely affect us.” Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a consolidated variable interest entity should be interpreted or enforced under PRC laws. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC laws, rulings by arbitrators are final and parties cannot appeal arbitration results in court unless such rulings are revoked or determined unenforceable by a competent court. If the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay. In the event that we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, we may not be able to exert effective control over our consolidated variable interest entity, and our ability to conduct our business may be negatively affected.

4854

We are a holding company and will rely on dividends paid by our subsidiaries for our cash needs. Any limitation on the ability of our subsidiaries to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent company expenses or pay dividends to holders of our common stock.

We are a holding company and conduct substantially all of our business through Shanghai Muliang, which is a limited liability company established in China and its subsidiaries. We may rely on dividends to be paid by our PRC subsidiary to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay ~~our~~ operating expenses. If our PRC subsidiary incurs debt on its own behalf in the future, the instruments governing the debt ~~may~~ may restrict its ability to pay dividends or make other distributions to us.

Under PRC laws and regulations, our PRC subsidiary, which is a wholly foreign-owned enterprise in China, may pay dividends only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund a certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital.

Our PRC subsidiary generates primarily all of its revenue in Renminbi, which is not freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of our PRC subsidiary to use its Renminbi revenues to pay dividends to us. The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting process may be put forward by State Administration of Foreign Exchange (the “SAFE”) for cross-border transactions falling under both the current account and the capital account. Any limitation on the ability of our PRC subsidiary to pay dividends or make other kinds of payments 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 rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are incorporated. Any limitation on the ability of our PRC subsidiary 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.

The shareholders of the VIE may have actual or potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

As of the date of this ~~prospectus~~report, we are not aware any conflicts between the shareholders of the VIE and us. However, the shareholders of the VIE may have actual or potential conflicts of interest with us in the future. These shareholders may refuse to sign or breach, or cause the VIE to breach, or refuse to renew, the existing contractual arrangements we have with them and the VIE, which would have a material and adverse effect on our ability to effectively control the VIE and receive economic benefits from it. For example, the shareholders may be able to cause our agreements with the VIE to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor, particularly given the relatively large number of shareholders that Shanghai Muliang Industry Co., Ltd. and Shanghai Zongbao and Shanghai Zongbao Environmental Construction Co., Ltd., two of the VIE, has. Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company. If we cannot resolve any conflict of interest or dispute between us and these shareholders, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

4955

Our contractual arrangements are governed by PRC law. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures.

Investors in our shares of common stock should be aware that they are purchasing equity in Muliang Viagoo Technology Inc., our Nevada holding company, which does not directly own substantially all of our business in China conducted by the VIE. Although we have been advised by our PRC legal counsel that our contractual arrangements constitute valid and binding obligations enforceable against each party of such agreements in accordance with their terms, they may not be as effective in providing control over Shanghai Muliang Industry Co., Ltd., ~~our~~the operating entities, as direct ownership. If the PRC operating entities or the registered shareholders fail to perform their respective obligations under the contractual arrangements, we may incur substantial costs and expend substantial resources to enforce our rights. All of these contractual arrangements are governed by and interpreted in accordance with PRC laws, and disputes arising from these contractual arrangements will be resolved through arbitration or litigation in the PRC. However, the legal system in the PRC is not as developed as in other jurisdictions, such as the United States. There are very few precedents and little official guidance as to how contractual arrangements in the context of a variable interest entity should be interpreted or enforced under PRC laws. There remain significant uncertainties regarding the outcome of arbitration or litigation. These uncertainties could limit our ability to enforce these Contractual Arrangements. In the event we are unable to enforce these contractual arrangements or we experience significant delays or other obstacles in the process of enforcing these contractual arrangements, we may not be able to exert effective control over our affiliated entities and may lose control over the assets owned by Shanghai Muliang Industry Co., Ltd. Our financial performance may be adversely and materially affected as a result and we may not be eligible to consolidate the financial results of the PRC Operating Entities into our financial results.

Contractual arrangements in relation to the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owe additional taxes, which could negatively affect our financial condition and the value of your investment.

Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities within ten years after the taxable year when the transactions are conducted. The PRC enterprise income tax law requires every enterprise in China to submit its annual enterprise income tax return together with a report on transactions with its related parties to the relevant tax authorities. The tax authorities may impose reasonable adjustments on taxation if they have identified any related party transactions that are inconsistent with arm’s length principles. We may face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements between Shanghai Mufeng, ~~our~~the variable interest entity Shanghai Muliang and the shareholders of Shanghai Muliang were not entered into on an arm’s length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, rules and regulations, and adjust Shanghai Muliang income in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction of expense deductions recorded by Shanghai Muliang for PRC tax purposes, which could, in turn, increase their tax liabilities without reducing Shanghai Mufeng tax expenses. In addition, if Shanghai Mufeng requests the Shanghai Muliang Shareholders to transfer their equity interests in Shanghai Muliang at nominal or no value pursuant to these contractual arrangements, such transfer could be viewed as a gift and subject Shanghai Mufeng to PRC income tax. Furthermore, the PRC tax authorities may impose late payment fees and other penalties on Shanghai Muliang for the adjusted but unpaid taxes according to the applicable regulations. Our results of operations could be materially and adversely affected if Shanghai Muliang’s tax liabilities increase or if they are required to pay late payment fees and other penalties.

We may lose the ability to use, or otherwise benefit from, the licenses, approvals and assets held by the VIE, which could severely disrupt our business, render us unable to conduct some or all of our business operations and constrain our growth.

We rely on contractual arrangements with the VIE to use, or otherwise benefit from, certain foreign restricted licenses and permits that we need or may need in the future as our business continues to expand, such as the internet content provider license, or the ICP license held by Shanghai Muliang, the VIE.

5056

The contractual arrangements contain terms that specifically obligate the VIE’ shareholders to ensure the valid existence of the VIE and restrict the disposal of material assets of the VIE. However, in the event the VIE’ shareholders breach the terms of these contractual arrangements and voluntarily liquidate the VIE, or the VIE declare bankruptcy and all or part of their assets become subject to liens or rights of third-party creditors, or are otherwise disposed of without our consent, we may be unable to conduct some or all of our business operations or otherwise benefit from the assets held by the VIE, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, if the VIE undergo a voluntary or involuntary liquidation proceeding, their shareholders or unrelated third-party creditors may claim rights to some or all of the assets of the VIE, thereby hindering our ability to operate our business as well as constrain our growth.

If the custodians or authorized users of our controlling non-tangible assets, including chops and seals, fail to fulfill their responsibilities, or misappropriate or misuse these assets, our business and operations may be materially and adversely affected.

Under PRC law, legal documents for corporate transactions, including agreements and contracts that our business relies on, 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 the relevant local branch of the State Administration for Market Regulation, (“SMAR”) formerly known as the State Administration for Industry and Commerce (“SAIC”). We generally execute legal documents by affixing chops or seals, rather than having the designated legal representatives sign the documents.

We use two major types of chops: corporate chops and finance chops. Chops are seals or stamps used by a PRC company to legally authorize documents, often in place of a signature. We use corporate chops generally for documents to be submitted to government agencies, such as applications for changing business scope, directors or company name, and for legal letters. We use finance chops generally for making and collecting payments, including issuing invoices. Use of corporate chops must be approved by our legal department and administrative department, and use of finance chops must be approved by our finance department. The chops of our subsidiary and consolidated VIE are generally held by the relevant entities so that documents can be executed locally. Although we usually utilize chops to execute contracts, the registered legal representatives of our subsidiary and consolidated VIE have the apparent authority to enter into contracts on behalf of such entities without chops, unless such contracts set forth otherwise.

In order to maintain the physical security of our chops, we generally have them stored in secured locations accessible only to the designated key employees of our legal, administrative or finance departments. Our designated legal representatives generally do not have access to the chops. Although we have approval procedures in place and monitor our key employees, including the designated legal representatives of our subsidiary and consolidated VIE, the procedures may not be sufficient to prevent all instances of abuse or negligence. In addition, we also separate the authorized user of chops from the keeper of keys to the storage room and install security camera for the storage room. There is a risk that our key employees or designated legal representatives could abuse their authority, for example, by binding our subsidiary and consolidated VIE with contracts against our interests, as we would be obligated to honor these contracts if the other contracting party acts in good faith in reliance on the apparent authority of our chops or signatures of our legal representatives. If any designated legal representative obtains control of the chop in an effort to obtain control over the relevant entity, we would need to have a shareholder or board resolution to designate a new legal representative to take legal action to seek the return of the chop, apply for a new chop with the relevant authorities, or otherwise seek legal remedies for the legal representative’s misconduct. If any of the designated legal representatives obtains and misuses or misappropriates our chops and seals or other controlling intangible 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 the matter, while distracting management from ~~our~~ operations, and ~~our~~ our business operations may be materially and adversely affected.

Substantial uncertainties exist with respect to the interpretation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.

The Ministry of Commerce published a discussion draft of the proposed Foreign Investment Law in January 2015, or the 2015 FIL Draft, which expands the definition of foreign investment and introduces the principle of “actual control” in determining whether a company is considered a foreign-invested enterprise, or an FIE. Under the 2015 FIL Draft, VIE that are controlled via contractual arrangement would also be deemed as foreign invested enterprises, if they are ultimately “controlled” by foreign investors.

5157

On March 15, 2019, the National People’s Congress approved the Foreign Investment Law of the PRC, or the FIL, which will come into effect on January 1, 2020, repealing simultaneously the Law of the PRC on Sino-foreign Equity Joint Ventures, the Law of the PRC on Wholly Foreign-owned Enterprises and the Law of the PRC on Sino-foreign Cooperative Joint Ventures, together with their implementation rules and ancillary regulations. Pursuant to the FIL, foreign investment refers to any investment activity directly or indirectly carried out by foreign natural persons, enterprises, or other organizations, including investment in new construction project, establishment of foreign funded enterprise or increase of investment, merger and acquisition, and investment in any other way stipulated under laws, administrative regulations, or provisions of the State Council. Although the FIL has deleted the particular reference to the concept of “actual control” and contractual arrangements compared to the 2015 FIL Draft, there is still uncertainty regarding whether the VIE would be identified as a FIE in the future.

Even if the VIE were to be identified as a FIE in the future, we believe that our current business would not be adversely affected. However, if we were to engage in any business conduct involving third parties identified as prohibited or restricted on the Negative List, the VIE as well as its subsidiary may be subject to laws and regulations on foreign investment. In addition, our shareholders would also be prohibited or restricted to invest in certain sectors on the Negative List. However, even if the VIE were to be identified as a FIE, the validity of our contractual arrangements with Shanghai Muliang and its shareholders as well as our corporate structure would not be adversely affected. We would still be able to receive benefits from the VIE in accordance with the contractual agreements. In addition, as the Chinese government has been updating the Negative List in recent years and reducing the sectors prohibited or restricted for foreign investment, it is probable in the future that, even if the VIE is identified as a FIE, it is still allowed to acquire or hold equity of enterprises in sectors currently prohibited or restricted for foreign investment.

Furthermore, the PRC Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment may maintain their structure and corporate governance within five years after the implementing of the PRC Foreign Investment Law.

In addition, the PRC Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in the PRC, including, among others, that a foreign investor may freely transfer into or out of China, in Renminbi or a foreign currency, its contributions, profits, capital gains, income from disposition of assets, royalties of intellectual property rights, indemnity or compensation lawfully acquired, and income from liquidation, among others, within China; local governments shall abide by their commitments to the foreign investors; governments at all levels and their departments shall enact local normative documents concerning foreign investment in compliance with laws and regulations and shall not impair legitimate rights and interests, impose additional obligations onto FIEs, set market access restrictions and exit conditions, or intervene with the normal production and operation activities of FIEs; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; and mandatory technology transfer is prohibited.

Notwithstanding the above, the PRC Foreign Investment Law stipulates that foreign investment includes “foreign investors invest through any other methods under laws, administrative regulations or provisions prescribed by the State Council”. Therefore, there are possibilities that future laws, administrative regulations or provisions prescribed by the State Council may regard contractual arrangements as a form of foreign investment, and then whether our contractual arrangement will be recognized as foreign investment, whether our contractual arrangement will be deemed to be in violation of the foreign investment access requirements and how the above-mentioned contractual arrangement will be handled are uncertain.

5258

The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if the VIE or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

For example, the Chinese cybersecurity regulator announced on July 2 that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the company’s app be removed from smartphone app stores.

As such, the Company’s business segments may be subject to various government and regulatory interference in the provinces in which they operate. The Company could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. The Chinese government may intervene or influence ~~our~~ operations at any time ~~with~~ with little advance notice, which could result in a material change in ~~our~~ operations and in the value of our common stock. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers 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 become worthless.

Furthermore, it is uncertain when and whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S. exchange, ~~our~~ operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry. As a result, our common stock may decline in value dramatically or even become worthless should we become subject to new requirement to obtain permission from the PRC government to list on U.S. exchange in the future.

Recently, 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 Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. Moreover, the State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments, not yet effective) on July 10, 2021, which requires operators with personal information of more than 1 million users who want to list abroad to file a cybersecurity review with the Office of Cybersecurity Review. The aforementioned policies and any related implementation rules to be enacted may subject us to additional compliance requirement in the future. While we believe that ~~our~~ operations are not affected by this, as these opinions were recently issued, official guidance and interpretation of the opinions remain unclear in several respects at this time. Therefore, we cannot assure you that we will remain fully compliant with all new regulatory requirements of these opinions or any future implementation rules on a timely basis, or at all.

5359

Certain judgments obtained against us by our shareholders may not be enforceable.

We conduct most ~~of our~~ operations in China and substantially all ~~of our~~ operations outside of the United States. Most of our assets are located in China, and substantially all of our assets are located outside of the United States. In addition, all our senior executive officers reside within China for a significant portion of the time and most are PRC nationals. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the U.S. and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

Substantial uncertainties exist with respect to the interpretation and implementation of PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.

On March 15, 2019, the National People’s Congress approved the Foreign Investment Law, which took effect on January 1, 2020 and replaced three existing laws on foreign investments in China, namely, the PRC Equity Joint Venture Law, the PRC Cooperative Joint Venture Law and the Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations. The Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises in China. The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition.

According to the Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted by one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign investor”) within China, and the investment activities include the following situations: (i) a foreign investor, individually or collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares, equity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws, administrative regulations, or the State Council.

According to the Foreign Investment Law, the State Council will publish or approve to publish the “negative list” for special administrative measures concerning foreign investment. The Foreign Investment Law grants national treatment to foreign-invested entities, or FIEs, except for those FIEs that operate in industries deemed to be either “restricted” or “prohibited” in the “negative list”. Because the “negative list” has yet to be published, it is unclear whether it will differ from the current Special Administrative Measures for Market Access of Foreign Investment (Negative List). The Foreign Investment Law provides that FIEs operating in foreign restricted or prohibited industries will require market entry clearance and other approvals from relevant PRC governmental authorities. If a foreign investor is found to invest in any prohibited industry in the “negative list”, such foreign investor may be required to, among other aspects, cease its investment activities, dispose of its equity interests or assets within a prescribed time limit and have its income confiscated. If the investment activity of a foreign investor is in breach of any special administrative measure for restrictive access provided for in the “negative list”, the relevant competent department shall order the foreign investor to make corrections and take necessary measures to meet the requirements of the special administrative measure for restrictive access.

The “variable interest entity” structure, or VIE structure, has been adopted by many PRC-based companies, including us, to obtain necessary licenses and permits in the industries that are currently subject to foreign investment restrictions in China. Under the Foreign Investment Law, variable interest entities that are controlled via contractual arrangement would also be deemed as FIEs, if they are ultimately “controlled” by foreign investors. Therefore, for any companies with a VIE structure in an industry category that is included in the “negative list” as restricted industry, the VIE structure may be deemed legitimate only if the ultimate controlling person(s) is/are of PRC nationality (either PRC companies or PRC citizens). Conversely, if the actual controlling person(s) is/are of foreign nationalities, then the variable interest entities will be treated as FIEs and any operation in the industry category on the “negative list” without market entry clearance may be considered as illegal.

The PRC government will establish a foreign investment information reporting system, according to which foreign investors or foreign-invested enterprises shall submit investment information to the competent department for commerce concerned through the enterprise registration system and the enterprise credit information publicity system, and a security review system under which the security review shall be conducted for foreign investment affecting or likely affecting the state security.

Furthermore, the Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment may maintain their structure and corporate governance within five years after the implementing of the Foreign Investment Law.

In addition, the Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in the PRC, including, among others, that a foreign investor may freely transfer into or out of China, in Renminbi or a foreign currency, its contributions, profits, capital gains, income from disposition of assets, royalties of intellectual property rights, indemnity or compensation lawfully acquired, and income from liquidation, among others, within China; local governments shall abide by their commitments to the foreign investors; governments at all levels and their departments shall enact local normative documents concerning foreign investment in compliance with laws and regulations and shall not impair legitimate rights and interests, impose additional obligations onto FIEs, set market access restrictions and exit conditions, or intervene with the normal production and operation activities of FIEs; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; and mandatory technology transfer is prohibited.

Notwithstanding the above, the Foreign Investment Law stipulates that foreign investment includes “foreign investors invest through any other methods under laws, administrative regulations or provisions prescribed by the State Council”. Therefore, there are possibilities that future laws, administrative regulations or provisions prescribed by the State Council may regard contractual arrangements as a form of foreign investment, and then whether our contractual arrangement will be recognized as foreign investment, whether our contractual arrangement will be deemed to be in violation of the foreign investment access requirements and how the above-mentioned contractual arrangement will be handled are uncertain.

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Additionally, on July 6, 2021, 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 Strictly Cracking Down on Illegal Securities Activities, or the Opinions, which emphasized the need to strengthen administration over illegal securities activities and supervision of overseas listings by China-based companies. The Opinions proposed promoting regulatory systems to deal with risks facing China-based overseas-listed companies, and provided that the State Council will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and will clarify the duties of domestic regulatory authorities. However, the Opinions did not provide detailed rules and regulations. As a result, uncertainties remain regarding the interpretation and implementation of the Opinions.

Risks Relating to this Offering

Our common stock has a limited public trading market.

There is a limited established public trading marketing for our common stock, and there can be no assurance that one will ever develop. Market liquidity will depend on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result, holders of our securities may not find purchasers for our securities should they to sell securities held by them. Consequently, our securities should be purchased only by investors having no need for liquidity in their investment and who can hold our securities for an indefinite period of time.

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

We currently intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, we do not expect to pay any dividends in the foreseeable future but will review this policy as circumstances dictate.

Our common stock may be subject now and in the future to the SEC’s “Penny Stock”.

We may be subject now and in the future to the SEC’s “penny stock” rules if our shares of common stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction; the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.

The offering price for our shares of common stock may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The offering price for our shares of common stock will be determined by negotiations between us and the underwriter 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 shares of common stock will not decline significantly below the 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 shares of common stock 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 our shares of common stock purchased.

The offering price of our shares of common stock is substantially higher than the net tangible book value per share of our common stock. Consequently, when you purchase our shares of common stock in the offering and upon completion of the offering, you will incur immediate dilution of US$3.00 per share, based on an assumed offering price of US$4.00 per share. In addition, you may experience further dilution to the extent that additional shares of common stock are issued upon exercise of outstanding warrants or options we may grant from time to time.

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 shares of common stock if the market price of our shares of common stock increases.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our shares of common stock, the price of our shares of common stock and trading volume could decline.

The trading market for our shares of common stock 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 shares of common stock 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 shares of common stock and the trading volume to decline.

The market price of our shares of common stock 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 offering price.

The offering price for our shares of common stock will be determined through negotiations between the underwriter and us and may vary from the market price of our shares of common stock following our offering. If you purchase our shares of common stock in this offering, you may not be able to resell those shares at or above the offering price. The market price of our shares of common stock 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 shares of common stock.

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 shares of common stock.

Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering and insiders will hold a large portion of the company’s listed securities.

Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities in Nasdaq and Nasdaq may use such discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initial or continued listing or to apply additional and more stringent criteria in the instances, including but not limited to: (i) where the company engaged an auditor that has not been subject to an inspection by the Public Company Accounting Oversight Board (“PCAOB”), an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where the company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities. Nasdaq was concerned that the offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management. Our public offering will be relatively small and the insiders of our Company will hold a large portion of the company’s listed securities. Nasdaq might apply the additional and more stringent criteria for our initial and continued listing, which might cause delay or even denial of our listing application.

Item 1B. Unresolved Staff Comments.

Smaller reporting companies are not required to provide the information required by this item.

Item 1C. Cybersecurity

Risk Management

We recognize the importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect our data’s confidentiality, integrity, and availability. We have implemented, including testing software and our computer systems, our facilities, systems and procedures, from cybersecurity threats. We assess risks arising from cybersecurity threats against our information systems that may result in adverse effects on our information systems or any information residing therein. We conduct periodic assessments to identify such cybersecurity threats.

Governance

Management is responsible for identifying and assessing material risks for the business on an ongoing basis, including in relation to cybersecurity. Our Chief Executive Officer oversees our information technology department which monitors the prevention, detection, mitigation, and remediation of cyber incidents, if any.

We have not encountered cybersecurity risks, threats, or incidents that have materially affected or are reasonably likely to materially affect the Company, our business strategy, results of operations, or financial condition during the financial year ended December 31, 2023.

Item 2. Properties.

Our principal executive office is located at 2498 Wanfeng Highway, Lane 181, Fengjing Town, Jinshan District, Shanghai, China, and our telephone number is (86) 21-67355092. The office space belongs to our President and Chief Executive Officer, Mr. Lirong Wang, who allows us to use the space for free.

~~Property, plant and equipment at December 31, 2022 and 2021 consisted of:~~62

	December 31,			December 31,
	2022			2021
Building	$	2,795,874		$	3,037,848
Operating equipment		2,740,527			2,981,424
Vehicle		82,034			89,134
Office equipment		78,714			100,851
Apple Orchard		924,972			1,110,067
Construction in progress		2,876,250			3,125,180
		9,498,371			10,444,504
Less: Accumulated depreciation		(3,493,796	)		(3,250,242	)
	$	6,004,575		$	7,194,262

Property, plant and equipment as of December 31, 2023 and 2022 consisted of:

	December 31,			December 31,
	2023			2022
Building	$	2,732,322		$	2,795,874
Operating equipment		2,670,949			2,740,527
Vehicle		80,169			82,034
Office equipment		20,410			78,714
Construction in progress		2,989,470			2,876,250
		8,493,320			8,573,399
Less: Accumulated depreciation		(3,208,603	)		(2,951,802	)
	$	5,284,717		$	5,621,597

Item 3. Legal Proceedings.

There are no actions, suits, proceedings, inquiries or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company that are outside the ordinary course of business or in which an adverse decision could have a material adverse effect.

However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise.

PRC Regulations

~~Our~~The operation in China is subject to a number of PRC laws and regulations. This section summarizes all material PRC laws and regulations relevant to ~~our~~the VIE and its subsidiaries’ business and operations in China and the key provisions of such regulations.

Fertilizer License

The examination and approval of fertilizer license is based on Article 25 of the Agricultural Law of the People’s Republic of China, the Management for the Administration of Fertilizer Registration (Order No. 32 and No. 38 by the Ministry of Agriculture), and the Requirements for Fertilizer Registration Materials (Publication No. 161 from the Ministry of Agriculture). Organic fertilizers are required to be registered with provincial agricultural department.

There are four examination and approval requirements for obtaining a fertilizer license (1) A valid business license issued by Administration for Industry and Commerce, whose business scope shall cover the industry of fertilizer; (2) Products must comply with the relevant requirements of laws, regulations and relevant national policies (such as safety and environmental protection); (3) The product quality must comply with national standards, industry standards, local standards or enterprise standards approved by the quality supervision department; and (4) The application materials must be true, legal, complete and effective.

All of ~~our~~the VIE and its subsidiaries’ fertilizer products currently have valid five-year fertilizer licenses that are renewable upon the expiration date in the year of 2022 and 2025.

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Regulations on Intellectual Property Rights

Regulations on Copyright

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

The Computer Software Copyright Registration Measures, or the Software Copyright Measures, promulgated by the National Copyright Administration, or the NCA on April 6, 1992 and latest amended on February 20, 2002, regulates registrations of software copyright, exclusive licensing contracts for software copyright and assignment agreements. The NCA administers software copyright registration and the CPCC, is designated as the software registration authority. The CPCC shall grant registration certificates to the Computer Software Copyrights applicants which meet the requirements of both the Software Copyright Measures and the Computer Software Protection Regulations (Revised in 2013).

The Provisions of the Supreme People’s Court on Certain Issues Related to the Application of Law in the Trial of Civil Cases Involving Disputes on Infringement of the Information Network Dissemination Rights specifies that disseminating works, performances or audio-video products by the internet users or the internet service providers via the internet without the permission of the copyright owners shall be deemed to have infringed the right of dissemination of the copyright owner.

The Measures for Administrative Protection of Copyright Related to Internet, which was jointly promulgated by the NCA and the MII on April 29, 2005 and became effective on May 30, 2005, provides that upon receipt of an infringement notice from a legitimate copyright holder, an ICP operator must take remedial actions immediately by removing or disabling access to the infringing content. If an ICP operator knowingly transmits infringing content or fails to take remedial actions after receipt of a notice of infringement that harms public interest, the ICP operator could be subject to administrative penalties, including an order to cease infringing activities, confiscation by the authorities of all income derived from the infringement activities, or payment of fines.

On May 18, 2006, the State Council promulgated the Regulations on the Protection of the Right to Network Dissemination of Information (as amended in 2013). Under these regulations, an owner of the network dissemination rights with respect to written works, performance or audio or video recordings who believes that information storage, search or link services provided by an Internet service provider infringe his or her rights may require that the Internet service provider delete, or disconnect the links to, such works or recordings.

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Patent Law

According to the Patent Law of the PRC (Revised in 2008), the State Intellectual Property Office is responsible for administering patent law in the PRC. The patent administration departments of provincial, autonomous region or municipal governments are responsible for administering patent law within their respective jurisdictions. The Chinese patent system adopts a first-to-file principle, which means that when more than one person file different patent applications for the same invention, only the person who files the application first is entitled to obtain a patent of the invention. To be patentable, an invention or a utility model must meet three criteria: novelty, inventiveness and practicability. A patent is valid for twenty years in the case of an invention and ten years in the case of utility models and designs.

Trademark Law

Trademarks are protected by the Trademark Law of the PRC which was adopted in 1982 and subsequently amended in 1993, 2001, 2013 and 2019 respectively as well as by the Implementation Regulations of the PRC Trademark Law adopted by the State Council in 2002 and as most recently amended on April 29, 2014. The Trademark Office of the State Administration for Market Regulation of the PRC handles trademark registrations. The Trademark Office grants a ten-year term to registered trademarks and the term may be renewed for another ten-year period upon request by the trademark owner. A trademark registrant may license its registered trademarks to another party by entering into trademark license agreements, which must be filed with the Trademark Office for its record. As with patents, the Trademark Law has adopted a first-to-file principle with respect to trademark registration. If a trademark applied for is identical or similar to another trademark which has already been registered or subject to a preliminary examination and approval for use on the same or similar kinds of products or services, such trademark application may be rejected. Any person applying for the registration of a trademark may not injure existing trademark rights first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained a “sufficient degree of reputation” through such party’s use.

Regulations on Domain Names

The MIIT promulgated the Measures on Administration of Internet Domain Names, or the Domain Name Measures on August 24, 2017, which took effect on November 1, 2017 and replaced the Administrative Measures on China Internet Domain Names promulgated by MII on November 5, 2004. According to the Domain Name Measures, the MIIT is in charge of the administration of PRC internet domain names. The domain name registration follows a first-to-file principle. Applicants for registration of domain names shall provide the true, accurate and complete information of their identities to domain name registration service institutions. The applicants will become the holder of such domain names upon the completion of the registration procedure.

Corporate Laws and Industry Catalogue Relating to Foreign Investment

The establishment, operation and management of companies in China are mainly governed by the PRC Company Law, as most recently amended in 2018, which applies to both PRC domestic companies and foreign-invested companies. On March 15, 2019, the National People’s Congress approved the Foreign Investment Law, and on December 26, 2019, the State Council promulgated the Implementing Rules of the PRC Foreign Investment Law, or the Implementing Rules, to further clarify and elaborate the relevant provisions of the Foreign Investment Law. The Foreign Investment Law and the Implementing Rules both took effect on January 1, 2020 and replaced three major previous laws on foreign investments in China, namely, the Sino-foreign Equity Joint Venture Law, the Sino-foreign Cooperative Joint Venture Law and the Wholly Foreign-owned Enterprise Law, together with their respective implementing rules. Pursuant to the Foreign Investment Law, “foreign investments” refer to investment activities conducted by foreign investors (including foreign natural persons, foreign enterprises or other foreign organizations) directly or indirectly in the PRC, which include any of the following circumstances: (i) foreign investors setting up foreign-invested enterprises in the PRC solely or jointly with other investors, (ii) foreign investors obtaining shares, equity interests, property portions or other similar rights and interests of enterprises within the PRC, (iii) foreign investors investing in new projects in the PRC solely or jointly with other investors, and (iv) investment in other methods as specified in laws, administrative regulations, or as stipulated by the State Council. The Implementing Rules introduce a see-through principle and further provide that foreign-invested enterprises that invest in the PRC shall also be governed by the Foreign Investment Law and the Implementing Rules.

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The Foreign Investment Law and the Implementing Rules provide that a system of pre-entry national treatment and negative list shall be applied for the administration of foreign investment, where “pre-entry national treatment” means that the treatment given to foreign investors and their investments at market access stage is no less favorable than that given to domestic investors and their investments, and “negative list” means the special administrative measures for foreign investment’s access to specific fields or industries, which will be proposed by the competent investment department of the State Council in conjunction with the competent commerce department of the State Council and other relevant departments, and be reported to the State Council for promulgation, or be promulgated by the competent investment department or competent commerce department of the State Council after being reported to the State Council for approval. Foreign investment beyond the negative list will be granted national treatment. Foreign investors shall not invest in the prohibited fields as specified in the negative list, and foreign investors who invest in the restricted fields shall comply with the special requirements on the shareholding, senior management personnel, etc. In the meantime, relevant competent government departments will formulate a catalogue of industries for which foreign investments are encouraged according to the needs for national economic and social development, to list the specific industries, fields and regions in which foreign investors are encouraged and guided to invest. The current industry entry clearance requirements governing investment activities in the PRC by foreign investors are set out in two categories, namely the Special Entry Management Measures (Negative List) for the Access of Foreign Investment (2020 version), or the 2020 Negative List, promulgated by the National Development and Reform Commission and the Ministry of Commerce, or the MOFCOM, on June 24, 2020 and took effect on July 23, 2020, and the Encouraged Industry Catalogue for Foreign Investment (2020 version), or the 2020 Encouraged Industry Catalogue, promulgated by the MOFCOM on December 27, 2020 and took effect on January 27, 2021. Industries not listed in these two categories are generally deemed “permitted” for foreign investment unless specifically restricted by other PRC laws. The flat panel display industry is not on the Negative List and therefore we are not subject to any restriction or limitation on foreign ownership.

According to the Implementing Rules, the registration of foreign-invested enterprises shall be handled by the SAMR or its authorized local counterparts. Where a foreign investor invests in an industry or field subject to licensing in accordance with laws, the relevant competent government department responsible for granting such license shall review the license application of the foreign investor in accordance with the same conditions and procedures applicable to PRC domestic investors unless it is stipulated otherwise by the laws and administrative regulations, and the competent government department shall not impose discriminatory requirements on the foreign investor in terms of licensing conditions, application materials, reviewing steps and deadlines, etc. However, the relevant competent government departments shall not grant the license or permit enterprise registration if the foreign investor intends to invest in the industries or fields as specified in the negative list without satisfying the relevant requirements. In the event that a foreign investor invests in a prohibited field or industry as specified in the negative list, the relevant competent government department shall order the foreign investor to stop the investment activities, dispose of the shares or assets or take other necessary measures within a specified time limit, and restore to the status prior to the occurrence of the aforesaid investment, and the illegal gains, if any, shall be confiscated. If the investment activities of a foreign investor violate the special administration measures for access restrictions on foreign investments as stipulated in the negative list, the relevant competent government department shall order the investor to make corrections within the specified time limit and take necessary measures to meet the relevant requirements. If the foreign investor fails to make corrections within the specified time limit, the aforesaid provisions regarding the circumstance that a foreign investor invests in the prohibited field or industry shall apply.

Pursuant to the Foreign Investment Law and the Implementing Rules, and the Information Reporting Measures for Foreign Investment jointly promulgated by the MOFCOM and the SAMR, which took effect on January 1, 2020, a foreign investment information reporting system shall be established and foreign investors or foreign-invested enterprises shall report investment information to competent commerce departments of the government through the enterprise registration system and the enterprise credit information publicity system, and the administration for market regulation shall forward the above investment information to the competent commerce departments in a timely manner. In addition, the MOFCOM shall set up a foreign investment information reporting system to receive and handle the investment information and inter-departmentally shared information forwarded by the administration for market regulation in a timely manner. The foreign investors or foreign-invested enterprises shall report the investment information by submitting reports including initial reports, change reports, deregistration reports and annual reports.

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Furthermore, the Foreign Investment Law provides that foreign-invested enterprises established according to the previous laws regulating foreign investment prior to the implementation of the Foreign Investment Law may maintain their structure and corporate governance within five years after the implementation of the Foreign Investment Law. The Implementing Rules further clarify that such foreign-invested enterprises established prior to the implementation of the Foreign Investment Law may either adjust their organizational forms or organizational structures pursuant to the Company Law or the Partnership Law, or maintain their current structure and corporate governance within five years upon the implementation of the Foreign Investment Law. Since January 1, 2025, if a foreign-invested enterprise fails to adjust its organizational form or organizational structure in accordance with the laws and go through the applicable registrations for changes, the relevant administration for market regulation shall not handle other registrations for such foreign-invested enterprise and shall publicize the relevant circumstances. However, after the organizational forms or organizational structures of a foreign-invested enterprise have been adjusted, the original parties to the Sino-foreign equity or cooperative joint ventures may continue to process such matters as the equity interest transfer, the distribution of income or surplus assets as agreed by the parties in the relevant contracts.

In addition, the Foreign Investment Law and the Implementing Rules also specify other protective rules and principles for foreign investors and their investments in the PRC, including, among others, that local governments shall abide by their commitments to the foreign investors; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; mandatory technology transfer is prohibited, etc.

Shanghai Mufeng, our wholly foreign owned subsidiary, as a foreign invested entity, and Muliang HK, as a foreign investor, are required to comply with the information reporting requirements under the Foreign Investment Law the Implementing Rules and the Information Reporting Measures for Foreign Investment and are in full compliance.

Regulations Relating to Taxation

PRC

In January 2008, the PRC Enterprise Income Tax Law (The “EIT” Law) took effect. The EIT applies a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic enterprises, unless where tax incentives are granted to special industries and projects. Under the EIT Law and its implementation regulations, dividends generated from the business of a PRC subsidiary after January 1, 2008 and payable to its foreign investor may be subject to a withholding tax rate of 10% if the PRC tax authorities determine that the foreign investor is a non-resident enterprise, unless there is a tax treaty with China that provides for a preferential withholding tax rate. Distributions of earnings generated before January 1, 2008 are exempt from PRC withholding tax.

Under the EIT 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. A circular issued by the State Administration of Taxation in April 2009 regarding the standards used to classify certain Chinese-invested enterprises controlled by Chinese enterprises or Chinese enterprise groups and established outside of China as “resident enterprises” clarified that dividends and other income paid by such PRC “resident enterprises” will be considered PRC-source income and subject to PRC withholding tax, currently at a rate of 10%, when paid to non-PRC enterprise shareholders. This circular also subjects such PRC “resident enterprises” to various reporting requirements with the PRC tax authorities.

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Under the implementation regulations to the EIT Law, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, the tax circular mentioned above specifies that certain PRC-invested overseas enterprises controlled by a Chinese enterprise or a Chinese enterprise group in the PRC will be classified as PRC resident enterprises if the following are located or residence in the PRC: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, the company seal and minutes of board meetings and shareholders’ meetings; and half or more of the senior management or directors having voting rights.

In November 2011, the MOF and the State Administration of Taxation promulgated the Pilot Plan for Imposition of Value-Added Tax to Replace Business Tax. In May and December 2013 and April 2014, the MOF and the State Administration of Taxation promulgated Circular 37, Circular 106 and Circular 43 to further expand the scope of services which are to be subject to Value-Added Tax, or VAT, instead of business tax. Pursuant to these tax rules, from August 1, 2013, VAT will be imposed to replace the business tax in certain service industries, including technology services and advertising services, on a nationwide basis. The VAT rate shall be 17% for sale or importation of goods by a taxpayer. But, unlike business tax, a taxpayer is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the revenue from services provided.

Singapore

Individual Income Tax

An individual is a tax resident in Singapore in a year of assessment if, in the preceding year, he was physically present in Singapore or exercised an employment in Singapore (other than as a director of a company) for 183 days or more, or if he resides in Singapore.

Individual taxpayers who are Singapore tax residents are subject to Singapore income tax on income accruing in or derived from Singapore. All foreign-sourced income received in Singapore on or after January 1, 2004 by a Singapore tax resident individual (except for income received through a partnership in Singapore) is exempt from Singapore income tax if the Comptroller of Income Tax in Singapore (“Comptroller”) is satisfied that the tax exemption would be beneficial to the individual. A Singapore tax resident individual is taxed at progressive rates ranging from 0% to 22%.

Non-resident individuals, subject to certain exceptions and conditions, are subject to Singapore income tax on income accruing in or derived from Singapore at the rate of 22%.

Corporate Income Tax

A corporate taxpayer is regarded as resident in Singapore for Singapore tax purposes if the control and management of its business is exercised in Singapore.

Corporate taxpayers who are Singapore tax residents are subject to Singapore income tax on income accruing in or derived from Singapore and, subject to certain exceptions, on foreign-sourced income received or deemed to be received in Singapore. Foreign-sourced income in the form of dividends, branch profits and service income received or deemed to be received in Singapore by Singapore tax resident companies on or after June 1, 2003 are exempt from tax if certain prescribed conditions are met, including the following:

(i)

such income is subject to tax of a similar character to income tax under the law of the jurisdiction from which such income is received; and

(ii)

at the time the income is received in Singapore, the highest rate of tax of a similar character to income tax (by whatever name called) levied under the law of the territory from which the income is received on any gains or profits from any trade or business carried on by any company in that territory at that time is not less than 15%.

Certain concessions and clarifications have also been announced by the Inland Revenue Authority of Singapore (“IRAS”) with respect to such conditions.

A non-resident corporate taxpayer is subject to income tax on income that is accrued in or derived from Singapore, and on foreign-sourced income received or deemed received in Singapore, subject to certain exceptions.

The corporate tax rate in Singapore is currently 17%. In addition, three-quarters of up to the first S$10,000 of a company’s annual normal chargeable income, and one-half of up to the next S$190,000, is exempt from corporate tax from the year of assessment (“YA”) 2020 onwards. The remaining chargeable income (after the tax exemption) will be fully taxable at the prevailing corporate tax rate.

6468

New companies will also, subject to certain conditions and exceptions, be eligible for tax exemption on three-quarters of up to the first S$100,000 of a company’s annual normal chargeable income, and one-half of up to the next S$100,000, a year for each of the company’s first three YAs from YA 2020 onwards. The remaining chargeable income (after the tax exemption) will be taxed at the applicable corporate tax rate.

Regulations Relating to Foreign Exchange

Pursuant to the Regulations on the Administration of Foreign Exchange issued by the State Council and effective in 1996, as amended in January 1997 and August 2008, current account transactions, such as sale or purchase of goods, are not subject to PRC governmental control or restrictions. Certain organizations in the PRC, including foreign-invested enterprises, may purchase, sell, and/or remit foreign currencies at certain banks authorized to conduct foreign exchange business upon providing valid commercial documents. Approval of the PRC State Administration of Foreign Exchange (“SAFE”), however, is required for capital account transactions.

In August 2008, SAFE issued a circular on the conversion of foreign currency into Renminbi by a foreign-invested company that regulates how the converted Renminbi may be used. The circular requires that the registered capital of a foreign-invested enterprise converted into Renminbi from foreign currencies may only be utilized for purposes within its business scope. For example, such converted amounts may not be used for investments in or acquisitions of other PRC companies, unless specifically provided otherwise, which can inhibit the ability of companies to consummate such transactions. In addition, SAFE strengthened its oversight of the flow and use of the Renminbi registered capital of foreign-invested enterprises converted from foreign currencies. The use of such Renminbi capital may not be changed without SAFE’s approval, and may not in any case be used to repay Renminbi loans if the proceeds of such loans have not been utilized. Violations may result in severe penalties, such as heavy fines.

Regulations Relating to Labor

Pursuant to the PRC Labor Law effective in 1995 and the PRC Labor Contract Law effective in 2008, a written labor contract is required when an employment relationship is established between an employer and an employee. Other labor-related regulations and rules of the PRC stipulate the maximum number of working hours per day and per week as well as the minimum wages. An employer is required to set up occupational safety and sanitation systems, implement the national occupational safety and sanitation rules and standards, educate employees on occupational safety and sanitation, prevent accidents at work and reduce occupational hazards.

In the PRC, workers dispatched by an employment agency are normally engaged in temporary, auxiliary or substitute work. Pursuant to the PRC Labor Contract Law, an employment agency is the employer for workers dispatched by it, and it must perform an employer’s obligations toward them. The employment contract between the employment agency and the dispatched workers, and the placement agreement between the employment agency and the company that receives the dispatched workers must be in writing. Also, the company that accepts the dispatched workers must bear joint and several liabilities for any violation of the Labor Contract Law by the employment agencies arising from their contracts with dispatched workers. An employer is obligated to sign an indefinite term labor contract with an employee if the employer continues to employ the employee after two consecutive fixed-term labor contracts. The employer also has to pay compensation to the employee if the employer terminates an indefinite term labor contract. Except where the employer proposes to renew a labor contract by maintaining or raising the conditions of the labor contract and the employee is not agreeable to the renewal, an employer is required to compensate the employee when a definite term labor contract expires. Furthermore, under the Regulations on Paid Annual Leave for Employees issued by the State Council in December 2007 and effective as of January 2008, employees who have served an employer for more than one (1) year and less than ten years are entitled to a 5-day paid vacation, those whose service period ranges from 10 to 20 years are entitled to a 10-day paid vacation, and those who have served for more than 20 years are entitled to a 15-day paid vacation. An employee who does not use such vacation time at the request of the employer shall be compensated at three times their normal salaries for each waived vacation day.

6569

Pursuant to the Regulations on Occupational Injury Insurance effective in 2004 and the Interim Measures concerning the Maternity Insurance for Enterprise Employees effective in 1995, PRC companies must pay occupational injury insurance premiums and maternity insurance premiums for their employees. Pursuant to the Interim Regulations on the Collection and Payment of Social Insurance Premiums effective in 1999 and the Interim Measures concerning the Administration of the Registration of Social Insurance effective in 1999, basic pension insurance, medical insurance, and unemployment insurance are collectively referred to as social insurance. Both PRC companies and their employees are required to contribute to the social insurance plans. Pursuant to the Regulations on the Administration of Housing Fund effective in 1999, as amended in 2002, PRC companies must register with applicable housing fund management centers and establish a special housing fund account in an entrusted bank. Both PRC companies and their employees are required to contribute to the housing funds.

Regulations on Dividend Distribution

Wholly foreign-owned companies in the PRC may pay dividends only out of their accumulated profits after tax as determined in accordance with PRC accounting standards. Remittance of dividends by a wholly foreign-owned enterprise out of China is subject to examination by the banks designated by SAFE. Wholly foreign-owned companies may not pay dividends unless they set aside at least 10% of their respective accumulated profits after tax each year, if any, to fund certain reserve funds, until such time as the accumulative amount of such fund reaches 50% of the wholly foreign-owned company’s registered capital. In addition, these companies also may allocate a portion of their after-tax profits based on PRC accounting standards to staff welfare and bonus funds at their discretion. These reserve funds and staff welfare and bonus funds are not distributable as cash dividends.

Safe Regulations on Offshore Special Purpose Companies Held by PRC Residents or Citizens

Pursuant to the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Overseas Special Purpose Vehicles, or Circular No. 75, issued in October 2005 by SAFE and its supplemental notices, PRC citizens or residents are required 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 equity financing involving a roundtrip investment whereby the offshore entity acquires or controls onshore assets or equity interests held by the PRC citizens or residents. In addition, such PRC citizens or residents must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to increases or decreases in investment amount, transfers or exchanges of shares, mergers or divisions, long-term equity or debt investments, external guarantees or other material events that do not involve roundtrip investments. Subsequent regulations further clarified that PRC subsidiaries of an offshore company governed by the SAFE regulations are required to coordinate and supervise the filing of SAFE registrations in a timely manner by the offshore holding company’s shareholders who are PRC citizens or residents. If these shareholders fail to comply, the PRC subsidiaries are required to report to the local SAFE branches. If the shareholders of the offshore holding company who are PRC citizens or residents do not complete their registration with the local SAFE branches, the PRC subsidiaries may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to the offshore company, and the offshore company may be restricted in its ability to contribute additional capital to its PRC subsidiaries. Moreover, failure to comply with the SAFE registration and amendment requirements described above could result in liability under PRC law for evasion of applicable foreign exchange restrictions.

6670

SAFE Regulations on Employee Share Options

On March 28, 2007, SAFE promulgated the Application Procedure of Foreign Exchange Administration for Domestic Individuals Participating in Employee Share Holding Plan or Share Option Plan of Overseas Listed Company, or the Share Option Rule. Pursuant to the Share Option Rule, Chinese citizens who are granted share options by an overseas publicly listed company are required to register with SAFE through a Chinese agent or Chinese subsidiary of the overseas publicly listed company and complete certain other procedures. Our PRC employees who have been granted share options will be subject to these regulations. Failure of our PRC share option holders to complete their SAFE registrations may subject these PRC employees to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiaries and limit our PRC subsidiaries’ ability to distribute dividends to us.

Cybersecurity

The PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits institutions, companies and their employees from selling or otherwise illegally disclosing a citizen’s personal information obtained in performing duties or providing services or obtaining such information through theft or other illegal ways. On November 7, 2016, the Standing Committee of the PRC National People’s Congress, or the SCNPC, issued the Cyber Security Law of the PRC, or Cyber Security Law, which became effective on June 1, 2017.

The Civil Code of the PRC (issued by the PRC National People’s Congress on May 28, 2020 and effective from January 1, 2021) provides legal basis for privacy and personal information infringement claims under the Chinese civil laws. PRC regulators, including the Cyberspace Administration of China, the Ministry of Industry and Information Technology, and the Ministry of Public Security, have been increasingly focused on regulation in data security and data protection.

PRC regulatory requirements regarding cybersecurity are evolving. For instance, various regulatory bodies in China, including the Cyberspace Administration of China, the Ministry of Public Security and the State Administration for Market Regulation, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations. In April 2020, the Chinese government promulgated Cybersecurity Review Measures, which came into effect on June 1, 2020. According to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security.

In July 2021, the Cyberspace Administration of China and other related authorities released the draft amendment to the Cybersecurity Review Measures for public comments through July 25, 2021. The draft amendment proposes the following key changes:

●

companies who are engaged in data processing are also subject to the regulatory scope;

●

the China Securities Regulatory Commission, or CSRC, is included as one of the regulatory authorities for purposes of jointly establishing the state cybersecurity review working mechanism;

●

the operators (including both operators of critical information infrastructure and relevant parties who are engaged in data processing) holding more than one million users/users’ (which to be further specified) individual information and seeking a listing outside China shall file for cybersecurity review with the Cybersecurity Review Office; and

●

the risks of core data, material data or large amounts of personal information being stolen, leaked, destroyed, damaged, illegally used or transmitted to overseas parties and the risks of critical information infrastructure, core data, material data or large amounts of personal information being influenced, controlled or used maliciously shall be collectively taken into consideration during the cybersecurity review process.

6771

If the draft amendment is adopted into law in the future, we may become subject to enhanced cybersecurity review. In addition, certain internet platforms in China have been reportedly subject to heightened regulatory scrutiny in relation to cybersecurity matters. As of the date of this Annual Report on Form 10-K, we have not been informed by any PRC governmental authority of any requirement that we file for a cybersecurity review. However, we are deemed to be a critical information infrastructure operator or a company that is engaged in data processing and holds personal information of more than one million users, we could be subject to PRC cybersecurity review.

As there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations, we could be subject to cybersecurity review, and if so, we may not be able to pass such review. In addition, we could become subject to enhanced cybersecurity review or investigations launched by PRC regulators in the future. Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, including suspension of business, website closure, and revocation of prerequisite licenses, as well as reputational damage or legal proceedings or actions, which may have a material adverse effect on ~~our~~the VIE and its subsidiaries’ business, financial condition or results of operations.

On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which became effective in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities. It introduces a data classification and hierarchical protection system based on the importance of data in economic and social development. The degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides a national security review procedure for data activities that may affect national security and impose export restrictions on certain data and information. On August 20, 2021, the SCNPC adopted the Personal Information Property Law, which shall come into force as of November 1, 2021. The Personal Information Protection Law includes the basic rules for personal information processing, the rules for cross-border provision of personal information, the rights of individuals in personal information processing activities, the obligations of personal information processors, and the legal responsibilities for illegal collection, processing, and use of personal information.

As uncertainties remain regarding the interpretation and implementation of these laws and regulations, we cannot assure you that we can comply with such regulations in all respects and we may be ordered to rectify or terminate any actions that are deemed illegal by regulatory authorities. We may also become subject to fines and/or other sanctions which may have material adverse effect on ~~our~~the VIE and its subsidiaries’ business, operations and financial condition.

While we take various measures to comply with all applicable data privacy and protection laws and regulations, ~~our~~the VIE and its subsidiaries’ current security measures and those of ~~our~~the VIE and its subsidiaries’ third-party service providers may not always be adequate for the protection of ~~our~~the VIE and its subsidiaries’ company, employee or third party data. We may be a target for computer hackers, foreign governments or cyber terrorists in the future.

Unauthorized access to ~~our~~v proprietary internal and third party data may be obtained through break-ins, sabotage, breach of ~~our~~the VIE and its subsidiaries’ secure network by an unauthorized party, computer viruses, computer denial-of-service attacks, employee theft or misuse, breach of the security of the networks of ~~our~~the VIE and its subsidiaries’ third party service providers, or other misconduct. Because the techniques used by computer programmers who may attempt to penetrate and sabotage ~~our~~the VIE and its subsidiaries’ proprietary internal and third party data change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques.

Unauthorized access to ~~our~~the ~~proprietary~~VIE and its subsidiaries’ proprietary internal and third party data may also be obtained through inadequate use of security controls. Any of such incidents may harm ~~our~~the VIE and its subsidiaries’ reputation and adversely affect ~~our~~the VIE and its subsidiaries’ business and results of operations. In addition, we may be subject to negative publicity about ~~our~~the VIE and its subsidiaries’ security and privacy policies, systems, or measurements. Any failure to prevent or mitigate security breaches, cyber-attacks or other unauthorized access to ~~our~~the VIE and its subsidiaries’ systems or disclosure of third party data, including their personal information, could result in loss or misuse of such data, interruptions to ~~our~~the VIE and its subsidiaries’ service system, loss of confidence and trust in ~~our~~the VIE and its subsidiaries’ company, impairment of ~~our~~the VIE and its subsidiaries’ technology infrastructure, and harm ~~our~~the VIE and its subsidiaries’ reputation and business, resulting in significant legal and financial exposure and potential lawsuits.

6872

Permission Required from PRC Authorities

We and our PRC subsidiaries currently have received all material permissions and approvals required for ~~our~~the operations in compliance with the relevant PRC laws and regulations in the PRC. The business license is the only permission that is required for ~~our~~the operations. The business license is a permit issued by Market Supervision and Administration that allows the company to conduct specific business within the government’s geographical jurisdiction. Each of our PRC subsidiaries has received its business license.

As of the date of this Annual Report on Form 10-K, Muliang Viagoo, WFOE, the VIE and ~~our~~its subsidiaries are not required to obtain any other permissions or approvals from any Chinese authorities to operate its business. However, applicable laws and regulations may be tightened, and new laws or regulations may be introduced to impose additional government approval, license and permit requirements. If we or our subsidiaries fail to obtain and maintain such approvals, licenses, or permits required for ~~our~~the VIE and its subsidiaries’ business, inadvertently conclude that such approval is not required, or respond to changes in the regulatory environment, we or our subsidiaries could be subject to liabilities, penalties and operational disruption, which may materially and adversely affect ~~our~~the VIE and its subsidiaries’ business, operating results, financial condition and the ~~value~~ value of our ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or or cause such securities to significantly decline in value or become worthless.

~~The~~On August 8, 2006, six PRC regulatory agencies, including the CSRC promulgated the M&A Rules, which ~~were~~took ~~adopted~~effect inon ~~2006~~September by8, ~~six~~2006 ~~PRC~~and ~~regulatory~~were ~~agencies~~amended ~~and~~on ~~amended~~June in22, 2009,. ~~including~~The ~~the~~M&A ~~CSRC~~Rules, ~~purport~~among toother things, require offshore special purpose vehicles ~~that~~formed ~~are~~for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC ~~companies~~domestic enterprises or individuals ~~and~~to ~~that~~obtain ~~were~~the ~~formed~~approval ~~for~~of the ~~purpose~~CSRC prior to the listing and trading of ~~seeking~~such aspecial ~~public~~purpose ~~listing~~vehicle’s securities on an overseas stock exchange. ~~through~~In ~~acquisitions~~September 2006, the CSRC published on its official website procedures regarding its approval of ~~PRC~~overseas ~~domestic~~listings ~~companies~~by orspecial ~~assets~~purpose tovehicles. ~~obtain~~The CSRC approval ~~prior~~procedures require the filing of a number of documents with the CSRC. Although (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours are subject to ~~publicly~~the ~~listing~~M&A Rules; and ~~trading~~(ii) ofwhen ~~their~~we ~~securities~~set onup anour ~~overseas~~offshore ~~stock~~holding ~~exchange.~~structure, ~~The~~Muliang Viagoo was a then-existing foreign-invested entity and not a PRC domestic company as defined under the M&A Rules; the interpretation and application of the regulations ~~remain~~are ~~unclear~~subject to change, and ~~this~~our ~~offering~~future offerings may ultimately require approval from the CSRC. If CSRC approval is required, it is uncertain ~~how long~~ whether it ~~will~~would ~~take~~be possible for us to obtain the approval and ~~whether~~any wefailure ~~will~~to obtain ~~the~~or delay in obtaining CSRC approval for any future offerings would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies.

~~Recently, the~~The ~~General~~M&A ~~Office~~Rules, ~~of the Central Committee of the Communist Party of China~~ and ~~the~~other ~~General~~regulations ~~Office of the State Council jointly issued~~and ~~the~~rules ~~Opinions~~concerning onmergers ~~Strictly~~and ~~Cracking~~acquisitions ~~Down~~established onadditional ~~Illegal~~procedures ~~Securities~~and ~~Activities,~~requirements ~~which~~that ~~were~~could ~~made~~make ~~available~~merger toand ~~the~~acquisition ~~public on July 6, 2021. The~~activities ~~Opinions~~by onforeign ~~Strictly~~investors ~~Cracking~~more ~~Down~~time-consuming ~~on Illegal Securities Activities emphasized the need to strengthen the administration over illegal securities activities,~~ and ~~the need to strengthen the supervision over overseas listings by Chinese companies~~complex. ~~Effective~~For ~~measures~~example, ~~such as promoting~~ the ~~construction~~M&A ofRules ~~relevant~~require ~~regulatory~~that ~~systems~~MOFCOM ~~will~~shall be ~~taken~~notified toin ~~deal~~advance of ~~with~~any ~~the risks and incidents~~ change-of ~~China~~-~~based~~control ~~overseas listed~~transaction ~~companies,~~in ~~and~~which ~~cybersecurity~~a ~~and~~foreign ~~data~~investor ~~privacy~~takes ~~protection~~control ~~requirements~~of ~~and~~a ~~similar matters. It is still uncertain how~~ PRC ~~governmental authorities~~domestic ~~will~~enterprise, ~~regulate~~if ~~overseas~~(i) ~~listing in general and whether we are required to obtain~~ any ~~specific~~important ~~regulatory~~industry is ~~approvals. Furthermore~~concerned, if ~~the~~(ii) ~~CSRC~~such ortransaction ~~other~~involves ~~regulatory~~factors ~~agencies~~that ~~later~~impact ~~promulgate new rules~~ or ~~explanations~~may ~~requiring~~impact ~~that~~national weeconomic ~~obtain~~security, ~~their~~or ~~approvals~~(iii) ~~for~~such ~~this~~transaction ~~offering~~will ~~and~~lead ~~any~~to ~~follow-on~~a ~~offering,~~change wein ~~may~~control beof ~~unable~~a todomestic ~~obtain~~enterprise ~~such approvals~~ which ~~could~~holds ~~significantly~~a ~~limit~~famous ortrademark ~~completely hinder our ability to offer~~ or ~~continue~~PRC totime-honored ~~offer securities to our investors~~brand.

~~On December~~In 24addition, ~~2021,~~according to the ~~China~~Notice ~~Securities~~on ~~Regulatory~~Establishing the ~~Commission,~~Security orReview ~~the~~System ~~CSRC,~~for ~~issued~~Mergers ~~Provisions~~and Acquisitions of ~~the~~Domestic ~~State~~Enterprises ~~Council~~by onForeign Investors issued by the ~~Administration of~~General ~~Overseas~~Office ~~Securities~~of ~~Offering~~the State ~~and~~Council ~~Listing~~on byFebruary ~~Domestic~~3, ~~Companies~~2011 ~~(Draft~~and ~~for~~which ~~Comments)~~took ~~(the~~effect ~~“Administration~~30 ~~Provisions”)~~days thereafter, ~~and~~ the ~~Provisions~~Rules ofon ~~the~~Implementation ~~State~~of ~~Council~~Security onReview System for the ~~Administration~~Merger and Acquisition of ~~Overseas~~Domestic ~~Securities~~Enterprises ~~Offering~~by ~~and~~Foreign ~~Listing~~Investors issued by ~~Domestic~~the ~~Companies~~MOFCOM ~~(Draft~~on August 25, 2011 and which took effect ~~for~~on ~~Comments)~~September ~~(the~~1, ~~“Measures”)~~2011, ~~which~~mergers ~~are~~and ~~now~~acquisitions ~~open~~by ~~for~~foreign ~~public~~investors ~~comments.~~that ~~The~~raise ~~Administration~~“national ~~Provisions~~defense and ~~Measures~~security” ~~for~~concerns ~~overseas~~and ~~listings~~mergers ~~lay~~and ~~out~~acquisitions ~~specific~~through ~~requirements~~which ~~for~~foreign ~~filing~~investors ~~documents~~may ~~and~~acquire ~~include~~de ~~unified~~facto ~~regulation~~control ~~management,~~over ~~strengthening~~domestic ~~regulatory~~enterprises ~~coordination, and~~that ~~cross-border~~raise ~~regulatory~~“national security” ~~cooperation.~~concerns ~~Domestic~~are ~~companies~~subject ~~seeking~~ to ~~list~~strict ~~abroad~~review ~~must~~by ~~carry~~the ~~out~~MOFCOM, ~~relevant~~and ~~security~~the ~~screening~~regulations ~~procedures if~~prohibit ~~their~~any ~~businesses~~activities ~~involve~~attempting to bypass such ~~supervision.~~security ~~Companies~~review, ~~endangering~~including ~~national~~by ~~security~~structuring ~~are~~the ~~among~~transaction ~~those~~through ~~off-limits~~a ~~for~~proxy ~~overseas~~or ~~listings~~contractual control arrangement.

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, only new initial public offerings and follow-on offerings 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 if we complete the offering prior to the effectiveness of Administration Provisions and Measures, we will be required go through the filing process in the future, either because of future follow-on offerings or as an existent overseas listed Chinese company.73

69On July 6, 2021, the relevant PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in accordance with the Law, which emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.

~~Our PRC~~On ~~counsel~~February ~~has~~17, ~~advised~~2023, usthe ~~that~~CSRC ~~neither~~promulgated the Trial ~~holding~~Measures ~~company~~along ~~and~~with ~~our~~its ~~subsidiaries~~five ~~are~~supporting ~~currently~~guidelines, ~~required~~which tobecame ~~obtain~~effective ~~approval~~on ~~from~~March ~~Chinese authorities~~31, ~~including~~2023. According to the ~~CSRC~~Trial Measures, oramong other ~~the CAC~~requirements, to(1) ~~list~~domestic oncompanies ~~U.S~~that ~~exchanges~~seek to offer or ~~issue~~list securities overseas, both directly and indirectly, should fulfil the filing procedures with the CSRC; if a domestic company fails to ~~foreign~~complete ~~investors~~the filing procedure, ~~given~~such ~~that:~~domestic company may be subject to administrative penalties; (i2) ~~our~~if ~~PRC subsidiary~~the ~~was~~issuer ~~incorporated~~meets both of the following conditions, the overseas offering and listing shall be determined as aan ~~wholly~~indirect ~~foreign-owned~~overseas ~~enterprise~~offering and listing by ~~means~~a domestic company: (i) any of ~~direct~~the ~~investment~~total ~~rather~~assets, ~~than~~net byassets, ~~merger~~revenues or ~~acquisition~~profits of the ~~equity~~domestic ~~interest~~operating orsubsidiaries ~~assets~~ of athe ~~PRC~~issuer ~~domestic~~in ~~company~~the ~~owned~~most byrecent ~~PRC~~accounting ~~companies~~year oraccounts ~~individuals~~for asmore ~~defined~~than ~~under~~50% of the ~~M&A~~corresponding ~~Rules~~figure in ~~that~~the ~~are our~~issuer’s ~~beneficial~~audited ~~owners~~combined financial statements for the same period; (ii) ~~the~~its ~~CSRC~~major ~~currently~~operational ~~has~~activities ~~not~~are ~~issued~~carried ~~any~~out in ~~definitive~~China ~~rule~~or its main places of business are located in China, or ~~interpretation~~the ~~concerning~~senior ~~whether~~managers ~~offerings~~in ~~like ours~~charge ~~under~~of ~~this~~operation ~~prospectus~~and management of the issuer are ~~subject~~mostly toChinese ~~the~~citizens ~~M&A~~or ~~Rules~~are domiciled in China; and (~~iii~~3) nowhere ~~provision~~a indomestic ~~the~~company ~~M&A~~seeks ~~Rules~~to ~~clearly~~indirectly ~~classifies~~offer ~~contractual~~and list securities ~~arrangements~~in asan overseas market, the issuer shall designate a ~~type~~major ofdomestic ~~transaction~~operating ~~subject~~entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the ~~M&A~~CSRC ~~Rules~~within three business days after the submission of the overseas offering and listing application.

~~However, there~~On ~~remains~~the ~~some~~same ~~uncertainty~~day, ~~as to how~~ the ~~M&A~~CSRC ~~Rules~~also ~~will~~held bea ~~interpreted~~press orconference for ~~implemented in~~ the ~~context~~release of anthe ~~overseas~~Trial ~~offering~~ Measures and issued the ~~opinions~~Notice ~~summarized~~on ~~above~~Administration ~~are~~for ~~subject~~the toFiling ~~any~~of ~~new~~Overseas ~~laws,~~Offering ~~rules~~ and ~~regulations~~Listing orby ~~detailed~~Domestic Companies, ~~implementations~~which ~~and~~clarifies ~~interpretations in~~that ~~any~~(1) ~~form~~on ~~relating~~or prior to the ~~M&A~~effective ~~Rules.~~date Weof ~~cannot~~the ~~assure~~Trial ~~you that relevant PRC government agencies~~Measures, ~~including~~domestic ~~the~~companies ~~CSRC,~~that ~~would~~have ~~reach~~already submitted ~~the~~valid ~~same~~applications ~~conclusion~~for asoverseas ~~our~~offering ~~PRC counsel does,~~ and ~~hence~~listing webut ~~may~~have ~~face~~not ~~regulatory~~obtained ~~actions~~approval ~~or other sanctions~~ from ~~the~~overseas ~~CSRC or other PRC~~ regulatory ~~agencies.~~ ~~These~~authorities ~~regulatory~~or ~~agencies~~stock exchanges may ~~impose~~reasonably ~~fines~~arrange ~~and~~the ~~penalties~~timing onfor ~~our~~submitting ~~operations~~their infiling ~~China,~~applications ~~limit~~with ~~our~~the ~~operating privileges in China~~CSRC, ~~delay~~ orand ~~restrict~~must ~~the~~complete ~~repatriation of~~ the ~~proceeds~~filing ~~from~~before ~~this offering into China, restrict or prohibit~~ the ~~payments or remittance of~~completion ~~dividends~~of bytheir ~~our~~overseas ~~PRC~~offering ~~subsidiaries,~~and orlisting; ~~take~~and ~~other~~(2) ~~actions~~a ~~that~~six-month ~~could~~transition ~~have~~period awill ~~material~~be ~~adverse~~granted ~~effect~~to ondomestic ~~our~~companies ~~business~~which, ~~financial~~prior ~~condition,~~to the ~~results~~effective date of ~~operations,~~the ~~reputation~~Trial ~~and prospects~~Measures, ashave ~~well~~already asobtained the ~~trading~~approval ~~price~~from ofoverseas ~~the~~regulatory ~~shares.~~authorities Itor isstock ~~uncertain~~exchanges, ~~when~~but have ~~and~~not ~~whether~~completed the ~~Company will~~indirect beoverseas ~~required~~listing; toif ~~obtain~~domestic ~~permission~~companies ~~from~~fail ~~the PRC government~~ to ~~list~~complete ~~on U.S. exchanges in~~ the ~~future,~~overseas ~~and~~listing ~~even~~within ~~when~~ such ~~permission is~~six-month ~~obtained~~transition period, ~~whether~~they itshall ~~will~~file bewith ~~denied~~the orCSRC ~~rescinded~~according to the requirements.

~~The PRC~~On ~~government~~February ~~may~~24, ~~intervene~~2023, orthe ~~influence~~CSRC, ~~our~~MOF, ~~operations~~National atAdministration ~~any~~of ~~time,~~State Secrets ~~which~~Protection ~~could~~and ~~result~~National inArchives aAdministration ~~material~~of ~~change~~China inpromulgated ~~our~~the ~~operations.~~Provisions ~~For~~on Strengthening Confidentiality and Archives ~~example,~~Administration ~~the~~of ~~PRC~~Overseas ~~government~~Securities ~~has~~Offering ~~recently~~and ~~published~~Listing ~~new~~by ~~policies~~Domestic ~~that~~Companies, ~~significantly~~or ~~affected~~the ~~certain~~Archives ~~industries~~Rules, ~~such~~which astook ~~the~~effect ~~education and~~on ~~internet~~March ~~industries~~31, 2023. ~~and~~Pursuant weto ~~cannot~~the ~~rule~~Archives ~~out~~Rules, ~~the~~domestic ~~possibility~~companies that itseek ~~will~~for inoverseas ~~the~~offering ~~future~~and ~~release~~listing ~~regulations~~shall orstrictly ~~policies~~abide ~~regarding~~by applicable ~~any~~laws ~~industry~~and ~~that~~regulations ~~could~~of ~~adversely~~the ~~affect~~PRC and the ~~business~~Archives Rules, ~~financial~~enhance ~~condition~~legal ~~and~~awareness ~~results~~ of ~~operations~~keeping ofstate ~~our~~secrets ~~company.~~and ~~Recently,~~strengthening ~~the~~archives ~~PRC~~administration, ~~government~~institute ~~initiated~~ a ~~series~~sound ofconfidentiality ~~regulatory actions~~ and ~~statements~~archives toadministration ~~regulate~~system, ~~business~~and ~~operations~~take innecessary ~~China~~measures ~~with~~to ~~little~~fulfill ~~advance~~confidentiality ~~notice,~~and archives ~~including~~administration ~~cracking~~obligations. ~~down~~Such ondomestic ~~illegal~~companies ~~activities~~shall innot ~~the~~leak ~~securities~~any ~~market,~~state ~~adopting~~secret ~~new~~and ~~measures~~working tosecret ~~extend the scope~~ of ~~cybersecurity~~government ~~reviews~~agencies, ~~and~~ ~~expanding~~or ~~the~~harm national ~~efforts~~security inand ~~anti-monopoly~~public ~~enforcement~~interest. AsFurthermore, ~~confirmed~~a bydomestic ~~our~~company ~~PRC~~that ~~counsel~~plans to, weeither ~~currently~~directly ~~are~~or ~~not~~through ~~subject~~its tooverseas ~~cybersecurity~~listed entity, ~~review~~publicly ~~with~~disclose ~~the~~or ~~CAC,~~provide to ~~conduct~~relevant ~~business~~individuals ~~operations~~or inentities ~~China~~including securities companies, ~~given~~securities ~~that:~~service ~~(i)~~providers weand dooverseas regulators, ~~not~~any ~~possess~~document aand ~~large~~materials ~~amount~~that contain state secrets or working secrets of ~~personal~~government ~~information~~agencies, shall first obtain approval infrom ~~our~~competent ~~business~~authorities ~~operations;~~according to law, and ~~(ii)~~file ~~data~~with ~~processed~~the insecrecy ~~our~~administrative ~~business~~department ~~does~~at ~~not~~the ~~have~~same level. Moreover, a ~~bearing~~domestic company onthat ~~national~~plans ~~security~~to, ~~and~~either ~~thus~~directly ~~may~~or ~~not~~through ~~be classified~~its asoverseas ~~core~~listed entity, publicly disclose or ~~important~~provide ~~data~~to byrelevant ~~the~~individuals ~~authorities.~~and entities Inincluding ~~addition~~securities companies, assecurities ~~confirmed~~service byproviders ~~our~~and ~~PRC~~overseas ~~counsel~~regulators, weany ~~are~~other ~~not~~documents ~~subject~~and tomaterials ~~merger control~~that, ~~review~~if byleaked, ~~China’s~~will ~~anti-monopoly~~be ~~enforcement~~detrimental ~~agency due~~ to ~~the~~national ~~level~~security ofor ~~our~~public ~~revenues~~interest, ~~which~~shall ~~provided~~strictly ~~from~~fulfill usrelevant ~~and~~procedures ~~audited~~stipulated by ~~our auditor~~applicable ~~WWC,~~national Pregulations.~~C.,~~ ~~and~~The ~~the~~Archives ~~fact~~Rules also stipulate that wea ~~currently~~domestic docompany ~~not~~that ~~expect~~provides toaccounting ~~propose~~archives or ~~implement~~copies of accounting archives to any ~~acquisition~~entities ofincluding ~~control~~securities ofcompanies, orsecurities ~~decisive~~service ~~influence over,~~providers ~~any~~and ~~company~~overseas ~~with~~regulators ~~revenues~~and ~~within~~individuals ~~China~~shall offulfill due ~~more~~procedures ~~than~~in ~~RMB~~compliance ~~400~~with ~~million~~applicable national regulations.

Although we are currently not required to obtain permission from any of the PRC governmental agencies to obtain such permission and has not received any denial to list on the U.S. exchange or conduct our daily business operation, 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 our securities on an U.S. or other foreign exchange.

Item 4. Mine Safety Disclosures.

Not Applicable.

7074

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is currently quoted on the OTC Markets under the symbol “MULG’”,” however, there is no active public trading market for our common stock. We had 19,251,~~477~~657 shares of common stock issued and outstanding as of ~~March~~December 31, 2023.

The following table sets forth, for the periods indicated, the high and low bid prices of our common stock.

	High		Low
Fiscal Year Ended December 31, 2023
First Quarter	$	14.00	$	14.00
Second Quarter		14.00		10.00
Third Quarter		10.00		10.00
Fourth Quarter		10.00		2.55
Fiscal Year Ended December 31, 2022
First Quarter	$	714.00	$	714.00
Second Quarter	$	714.00	$	714.00
Third Quarter	$	714.00	$	714.00
Fourth Quarter	$	714.00	$	714.00
Fiscal Year Ended December 31, 2021
First Quarter	$	714.00	$	714.00
Second Quarter	$	714.00	$	714.00
Third Quarter	$	714.00	$	714.00
Fourth Quarter	$	714.00	$	714.00
Fiscal Year Ended December 31, 2020
First Quarter	$	7.00	$	7.00
Second Quarter	$	7.00	$	7.00
Third Quarter	$	7.00	$	7.00
Fourth Quarter	$	7.00	$	7.00

Holders of Capital Stock

As of ~~March~~December 31, 2023, we had 1,033 holders of our common stock and 1 holder of our Series A Preferred Stock.

Stock Option Grants

We do not have a stock option plan in place and have not granted any stock options at this time.

Dividends

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors has the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital requirements, and any other factors that our Board of Directors deems relevant.

Recent Sales of Unregistered Securities

Except as set forth below and those previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K, there were no equity securities of the registrant sold by the registrant during the period covered by this annual report that were not registered under the Securities Act.

7175

On February 16, 2021, we sold to a non-U.S. investor a $14,960 convertible note that may be converted into 2,671 shares of our common stock at a price of $5.60 per share. In conjunction with the convertible note, we issued to the investor 1,336 warrants that can be exercised for three years to our common stock at an exercise price of $4.80. The transaction was not registered under the Securities Act in reliance on an exemption from registration set forth in Regulation S promulgated hereunder as a transaction by the Company not involving any public offering. The securities were sold in an offshore transaction by a foreign issuer, to foreign investors, not using any directed selling efforts in the United States. These securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.

On May 20, 2021, we sold to a non-U.S. investor a $231,839 (or RMB 1,5000,000) convertible note that may be converted into 34,094 shares of our common stock at a price of $6.80 per share. In conjunction with the convertible note, we issued to the investor 17,047 warrants that can be exercised for three years to our common stock at an exercise price of $4.80. The transaction was not registered under the Securities Act in reliance on an exemption from registration set forth in Regulation S promulgated hereunder as a transaction by the Company not involving any public offering. The securities were sold in an offshore transaction by a foreign issuer, to foreign investors, not using any directed selling efforts in the United States. These securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.

On June 24, 2021, we sold to a non-U.S. investor a $204,000 (or SGD 271,320) convertible note that may be converted into 30,000 shares of our common stock at a price of $6.80 per share. In conjunction with the convertible note, we issued to the investor 15,000 warrants that can be exercised for three years to our common stock at an exercise price of $4.80. The transaction was not registered under the Securities Act in reliance on an exemption from registration set forth in Regulation S promulgated hereunder as a transaction by the Company not involving any public offering. The securities were sold in an offshore transaction by a foreign issuer, to foreign investors, not using any directed selling efforts in the United States. These securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.

Item 6. [Reserved]

Smaller reporting companies are not required to provide the information required by this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

The information set forth in this section contains certain “forward-looking statements”, including, among others (i) expected changes in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to our plans, liquidity, ability to complete financing and purchase capital expenditures, growth of our business including entering into future agreements with companies, and plans to successfully develop and obtain approval to market our product. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Annual Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements.

Our revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of significant natural disaster, the inability of the our company to insure against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations domestically and internationally affecting our products and businesses.

You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this Annual Report.

US Dollars are denoted herein by “USD”, “$” and “dollars”.

7276

Overview

We primarily engage in the manufacturing and distribution of organic fertilizer and the sales of agricultural products in the PRC. ~~Our~~The VIE and its subsidiaries’ organic fertilizer products are sold under ~~our~~the VIE and its subsidiaries’ brand names “Zongbao,” “Fukang,” and “Muliang.”

Through ~~our~~ patented technology, wethe ~~process~~operation processes crop straw (including corn, rice, wheat, cotton, and other crops) into high quality organic nutritious fertilizers that are easily absorbed by crops in three hours. Straws are common agricultural by-products. In PRC, farmers usually remove the straw stubble that ~~are~~ remains after grains, by burning them in order to continue farming on the same land. These activities have resulted in significant air pollution, and they damage the surface structure of the soil with loss of nutrients. We turn waste into treasure by transforming the straws into organic fertilizer, which also effectively reduces air pollution. The organic straw fertilizer we produce does not contain the heavy metals, antibiotics and harmful bacteria that are common in the traditional manure fertilizer. ~~Our~~The VIE and its subsidiaries’ fertilizers also provide optimum levels of of primary plant nutrients, including multi-minerals, proteins, and carbohydrates that promote the healthiest soils capable of growing ~~the~~ healthy crops and vegetables. It can effectively reduce the use of chemical fertilizers and pesticides as well as reduce the penetration of large chemical fertilizers and pesticides into the soil, thus avoiding water pollution. Therefore, ~~our~~the VIE and its subsidiaries’ fertilizer can effectively improve the fertility of soil, and the quality and safety of agricultural products.

We generated ~~our~~the VIE and its subsidiaries’ revenue mainly from the ~~our~~VIE and its subsidiaries’ organic fertilizers, which accounted for approximately 93100.20% and 9193.52% of ~~our~~the VIE and its subsidiaries’ total revenue for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively. We currently have ~~two~~one integrated factories in Weihai City, Shandong Province, PRC to produce ~~our~~the VIE and its subsidiaries’ organic fertilizers, which have been in operations since August 2015. We plan to improve the technology for ~~our~~the VIE and its subsidiaries’ existing organic straw fertilizer production lines in in the following aspects: (i) adopt more advanced automatic control technology for raw material feed to shorten the processing time of ~~raw~~ raw material, and (ii) manufacture powdered organic fertilizer instead of granular organic fertilizer production in order to avoid the ~~drying~~ drying and cooling process, as such will increase ~~our~~the VIE and its subsidiaries’ production capacity.

In addition, wethere ~~plan~~are plans to engage in the ~~processing~~ processing and distribution of black goat products, with business commencing in June ~~2023~~2024. We are currently constructing a deep-processing ~~slaughterhouse~~ slaughterhouse and processing plant which is expected to have the capacity of slaughtering 200,000 black goats per year in Chuxiong City, Yunnan Province, in China. ~~Our~~The VIE and its subsidiaries’ black goat processing products including goat rib lets, goat loin roast, goat loin chops, goat rack, goat leg, goat shoulder, goat leg shanks, ground goat, goat stew meat, whole goat, half goat, lamb viscera, etc. We expect to start generating revenue from the black goat products in ~~2023~~2024.

7377

Recent Development

Impact of COVID-19

Started in December 2019, the outbreak of COVID-19 caused by a novel strain of the coronavirus has become widespread in China and in the rest of the world, including in each of the areas in which the Company, its suppliers and its customers operate. In order to avoid the risk of the virus spreading, the Chinese government enacted various restrictive measures, including suspending business operations and quarantines, starting from the end of January 2020. We followed the requirements of local health authorities to suspend operation and production and have employees work remotely in February and March 2020. Since April 2020, we gradually resumed production and are now operating at full capacity.

As a result of the COVID-19 outbreak in December 2019 and continuing through 2020, 2021 and 2022, the Company’s businesses, results of operations, financial position and cash flows were adversely affected in 2022 with potential continuing impacts onin ~~subsequent periods~~2023, including but not limited to the material adverse impact on the Company’s revenues as result of the suspension of operations and decline in demand by the Company’s customers.

Though the global outbreak and spread of the novel strain of coronavirus (COVID-19) came to en an end in November 2022, we are still taking steps in an effort to identify and mitigate the adverse impacts on, and risks to, ~~our~~the VIE and its subsidiaries’ business (including but not limited to ~~our~~the VIE and its subsidiaries’ employees, customers, other business partners, ~~our~~the ~~manufacturing~~VIE and its subsidiaries’ manufacturing capabilities and capacity and ~~our~~the VIE and its subsidiaries’ distribution channels) posed by its spread and the governmental and community reactions thereto.

Disposal of land use right and production facility for repayment of debt

The Company completed its sale of industrial land and production facility in Shanghai through an administratively organized private sale on June 16, 2021. Through the sale, the Company’s subsidiary Shanghai Zongbao is able to satisfy its debt obligations due to Agricultural Bank of China and Shanghai Zhongta Construction and Engineering Co., Ltd. and improve its cash position. As a result of the sale, Agricultural Bank of China received RMB 35,632,193.36, Shanghai Zhongta Construction and Engineering Co., Ltd. received RMB 26,000,000 and Shanghai Zongbao received the remaining RMB 7,921,902.28.

Sale of Viagoo

On December 16, 2022, Muliang Viagoo Technology Inc. (the “Company”) entered into a share purchase agreement (the “Agreement”) with Viagoo Inc. (the “Buyer”), pursuant to which the Buyer purchased 100% of the issued and outstanding ordinary shares of Viagoo Pte Ltd., a Singapore private limited liability company and a 100% parent company of NexG Pte. Ltd., and TPS Solutions Hong Kong Limited, from the Company in exchange for a consideration of US$ 5,254,001.20 to be paid to the Company as follows:

(i)

The Buyer agrees to issue a convertible note to a certain convertible noteholder of the Company in exchange for the cancellation of certain debt of the Company held by certain noteholder;

(ii)

US$1,000,000 in a promissory note issued by the Buyer (the “Promissory Note”), which must be paid off by the Buyer within three (3) business days of the closing date of the next financing transaction by the Buyer (the “Closing Date”);

(iii)

625,715 ordinary shares of the Buyer, valued at US$5.60 per share, or an aggregate of US$3,504,001.20, within seven (7) business days of the Closing Date.

(iv)

US$750,000 within five (5) business days of a Liquidity Event by the Buyer in any combination of cash or stock. Each share of stock shall be valued at the fair market value price at the time of the Liquidity Event. “Liquidity Event” shall mean any event that allows the Buyer to raise capital or shareholders of the Buyer to sell or dispose for consideration part or all of their ownership shares and list on a national stock exchange in the United States, including but not limited to acquisition, merger, initial public offering, SPAC merger and listing, direct listing or other such events.

Should the Buyer fail to perform a financing transaction after the effective date of the Agreement, shall result in the cancellation of the transaction. The Agreement also includes customary representations, warranties, and covenants by the parties.

74The disposition was finalized on January 1, 2023, marking the company's exit from the logistics sector to concentrate on its fertilizer business.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We evaluate, on an on-going basis, our estimates for reasonableness as changes occur in our business environment. We base our estimates on experience, the use of independent third-party specialists and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are defined as those that are reflective of significant judgments, estimates and uncertainties, and potentially result in materially different results under different assumptions and conditions. We believe the following are our critical accounting policies:

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with US GAAP. The basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the accounting principles of the PRC (“PRC GAAP”). The differences between US GAAP and PRC GAAP have been adjusted in these consolidated financial statements. The Company’s functional currency is the Chinese Renminbi (“RMB”) and Singapore dollar(“SGD”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”).

Liquidity and Going Concern

As reflected in the accompanying consolidated financial statements, we had net accumulated deficit of $31,~~965~~744,~~137~~135 and $63,~~876~~965,~~227~~137 as of December 31, ~~2022~~2023 and ~~2021~~2022, respectively. Our cash balances as of December 31, ~~2022~~2023 and December 31, ~~2021~~2022 were $731,~~313~~389 and $388,~~013~~122, respectively. We had current liability of $94,~~221~~842,~~958~~594 at December 31, ~~2022~~2023 which would be due within the next 12 months. In addition, we had a working capital of $89,~~112~~705,~~564~~866 and ~~working capital of~~ $58,~~403~~112,~~720~~564 at December 31, ~~2022~~2023 and ~~2021~~2022, respectively.

Because the company is gradually recovering the accounts receivables affected by the Covid-19, and the sales are gradually returning to the normal level, the company’s current cash revenue and expenditure are normal, which did not affect the normal operation. Now, after Covid-19, the company has no problems with business sustainability. IPO financing will be used for new investments to expand the operating scale and does not affect the existing operating scale.

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries and consolidated VIE, including the VIE’ subsidiaries, for which the Muliang Viagoo is the primary beneficiary.

All transactions and balances among the Company, its subsidiaries, the VIE and the VIE’ subsidiaries have been eliminated upon consolidation.

As PRC laws and regulations welcome to invest in organic fertilizer industry businesses, the Muliang Viagoo operates its fertilizer business in the PRC through Shanghai Muliang ~~Industry~~ and its subsidiaries, which are collectively referred as the “WFOEs”.

7579

By entering into a series of agreements (the “VIE Agreements”), the Muliang Viagoo, through WFOEs, obtained control over Shanghai Muliang ~~Industry~~ and its subsidiaries (collectively referred as “VIE”). The VIE Agreements enable the Muliang Viagoo to (1) have power to direct the activities that most significantly affect the economic performance of the VIE, and (2) receive the economic benefits of the VIE that could be significant to the VIE. Accordingly, the Muliang Viagoo is considered the primary beneficiary of the VIE and has consolidated the VIE’ financial results of operations, assets and liabilities in the Muliang Viagoo’s consolidated financial statements. In making the conclusion that the Muliang Viagoo is the primary beneficiary of the VIE, the Muliang Viagoo’s rights under the Power of Attorney also provide the Muliang Viagoo’s abilities to direct the activities that most significantly impact the VIE’ economic performance. The Muliang Viagoo also believes that this ability to exercise control ensures that the VIE will continue to execute and renew the Master Exclusive Service Agreement and pay service fees to Muliang Viagoo. By charging service fees to be determined and adjusted at the sole discretion of Muliang Viagoo, and by ensuring that the Master Exclusive Service Agreement is executed and remains effective, Muliang Viagoo has the rights to receive substantially all of the economic benefits from the VIE.

Details financial information of the VIE ~~Agreements~~Entities, are set forth below:

	As of December 31, 2022		As of December 31, 2021
	As of December 31, 2023		As of December 31, 2022
Current assets	$	1714,~~244~~548,~~572~~442	$	1817,~~972~~355,~~383~~485
Non-current assets		7,~~698~~596,~~043~~743		87,~~995~~698,~~363~~043
Total Assets		2422,~~942~~145,~~615~~185		2725,~~967~~053,~~746~~528
Current liabilities		74,~~967~~823,~~596~~664		128,~~794~~203,~~076~~733
Non-current liabilities		6723,~~573~~112		~~422~~67,~~480~~573
Total liabilities		84,~~035~~846,~~169~~776		138,~~216~~271,~~556~~306
Total shareholders’ equity (deficit)	$	16,907,446	$	14,751,190
Total shareholders’ equity	$	17,298,409	$	16,782,222

	For the years ended December 31,
	2022			2021
	2023			2022
Net income	$	3849,~~190,198~~427		$	23,~~254~~190,~~902~~198
Net cash provided by (used in) operating activities		(1,315,795	)		5,484,916
Net cash used in operating activities		(934,408	)		(1,316,756	)
Net cash provided by (used in) investment activities		(126,208	)		(1,158,773	)
Net cash used in investment activities		(178,527	)		(126,208	)
Net cash provided by (used in) financing activities	$	1,444,460		$	(4,328,560	)
Net cash provided by financing activities	$	375,866		$	1,444,460

VIE Agreements that were entered to give the Muliang Viagoo effective control over the VIE include:

Voting Rights Proxy Agreement and Irrevocable Power of Attorney

Under which each shareholder of the VIE grant to any person designated by WFOEs to act as its attorney-in-fact to exercise all shareholder rights under PRC law and the relevant articles of association, including but not limited to, appointing directors, supervisors and officers of the VIE as well as the right to sell, transfer, pledge and dispose all or a portion of the equity interest held by such shareholders of the VIE. The proxy and power of attorney agreements will remain effective as long as WFOEs exist. The shareholders of the VIE do not have the right to terminate the proxy agreements or revoke the appointment of the attorney-in-fact without written consent of the WFOEs.

Exclusive Option Agreement

Under which each shareholder of the VIE granted 9F or any third party designated by 9F the exclusive and irrevocable right to purchase from such shareholders of the VIE, to the extent permitted by PRC law and regulations, all or part of their respective equity interests in the VIE for a purchase price equal to the registered capital. The shareholders of the VIE will then return the purchase price to 9F or any third party designated by 9F after the option is exercised. 9F may transfer all or part of its option to a third party at its own option. The VIE and its shareholders agree that without prior written consent of 9F, they may not transfer or otherwise dispose the equity interests or declare any dividends. The restated option agreement will remain effective until 9F or any third party designated by 9F acquires all equity interest of the VIE.

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Spousal Consent

The spouse of each shareholder of the VIE has entered into a spousal consent letter to acknowledge that he or she consents to the disposition of the equity interests held by his or her spouse in the VIE in accordance with the exclusive option agreement, the power of attorney and the equity pledge agreement regarding VIE structure described above, and any other supplemental agreement(s) may be consented by his or her spouse from time to time. Each such spouse further agrees that he or she will not take any action or raise any claim to interfere with the arrangements contemplated under the mentioned agreements. In addition, each such spouse further acknowledges that any right or interest in the equity interests held by his or her spouse in the VIE do not constitute property jointly owned with his or her spouse and each such spouse unconditionally and irrevocably waives any right or interest in such equity interests.

Loan Agreement

Pursuant to the loan agreements between WFOEs and each shareholder of the VIE, WFOEs extended loans to the shareholders of the VIE, who had contributed the loan principal to the VIE as registered capital. The shareholders of VIE may repay the loans only by transferring their respective equity interests in VIE to 9F Inc. or its designated person(s) pursuant to the exclusive option agreements. These loan agreements will remain effective until the date of full performance by the parties of their respective obligations thereunder.

VIE Agreements that enables Muliang Viagoo to receive substantially all of the economic benefits from the VIE include:

Equity Interest Pledge Agreement

Pursuant to equity interest pledge agreement, each shareholder of the VIE has pledged all of his or her equity interest held in the VIE to WFOEs to secure the performance by VIE and their shareholders of their respective obligations under the contractual arrangements, including the payments due to WFOEs for services provided. In the event that the VIE breach any obligations under these agreements, WFOEs as the pledgees, will be entitled to request immediate disposal of the pledged equity interests and have priority to be compensated by the proceeds from the disposal of the pledged equity interests. The shareholders of the VIE shall not transfer their equity interests or create or permit to be created any pledges without the prior written consent of WFOEs. The equity interest pledge agreement will remain valid until the master exclusive service agreement and the relevant exclusive option agreements and proxy and power of attorney agreements, expire or terminate.

Master Exclusive Service Agreement

Pursuant to exclusive service agreement, WFOEs have the exclusive right to provide the VIE with technical support, consulting services and other services. WFOEs shall exclusively own any intellectual property arising from the performance of the agreement. During the term of this agreement, the VIE may not accept any services covered by this agreement provided by any third party. The VIE agree to pay service fees to be determined and adjusted at the sole discretion of the WFOEs. The agreement will remain effective unless WFOEs terminate the agreement in writing.

Risks in relation to the VIE structure

Muliang Viagoo believes that the contractual arrangements with the VIE and their current shareholders are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Muliang Viagoo’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could:

●

Revoke the business and operating licenses of the Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities;

●

Discontinue or restrict the operations of any related-party transactions among the Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities;

●

Impose fines or other requirements on the Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities;

●

Require the Muliang Viagoo’s PRC subsidiaries or consolidated affiliated entities to revise the relevant ownership structure or restructure operations; and/or;

●

Restrict or prohibit the Muliang Viagoo’s use of the proceeds of the additional public offering to finance the Muliang Viagoo’s business and operations in China;

●

Shut down the Muliang Viagoo’s servers or blocking the Muliang Viagoo’s online platform;

●

Discontinue or place restrictions or onerous conditions on the Muliang Viagoo’s operations; and/or

●

Require the Muliang Viagoo to undergo a costly and disruptive restructuring.

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Muliang Viagoo’s ability to conduct its business may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, Muliang Viagoo may not be able to consolidate the VIE in its consolidated financial statements as it may lose the ability to exert effective control over the VIE and its shareholders, and it may lose the ability to receive economic benefits from the VIE. Muliang Viagoo currently does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation of the Company, WFOEs, or the VIE.

The following table sets forth the assets, liabilities, results of operations and cash flows of the VIE and their subsidiaries, which are included in Muliang Viagoo’s consolidated financial statements after the elimination of intercompany balances and transactions:

Under the VIE Arrangements, Muliang Viagoo has the power to direct activities of the VIE and can have assets transferred out of the VIE. Therefore, Muliang Viagoo considers that there is no asset in the VIE that can be used only to settle obligations of the VIE, except for assets that correspond to the amount of the registered capital and PRC statutory reserves, if any. As the VIE are incorporated as limited liability companies under the Company Law of the PRC, creditors of the VIE do not have recourse to the general credit of Muliang Viagoo for any of the liabilities of the VIE.

Currently there is no contractual arrangement which requires Muliang Viagoo to provide additional financial support to the VIE. However, as Muliang Viagoo conducts its businesses primarily based on the licenses held by the VIE, Muliang Viagoo has provided and will continue to provide financial support to the VIE.

Revenue-producing assets held by the VIE include certain internet content provision (“ICP”) licenses and other licenses, domain names and trademarks. The ICP licenses and other licenses are required under relevant PRC laws, rules and regulations for the operation of internet businesses in the PRC, and therefore are integral to Muliang Viagoo’s operations. The ICP licenses require that core PRC trademark registrations and domain names are held by the VIE that provide the relevant services.

Muliang Viagoo consolidates the following entities, including wholly-owned subsidiaries, Muliang HK, Shanghai Mufeng, Viagoo, and its wholly controlled variable interest entities, Shanghai Muliang ~~Industry~~, and Zhongbao, 60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian, 80% controlled Yunnan Muliang, 100% controlled Anhui Muliang, 65% controlled Maguan, and 51% controlled Heilongjiang. Accordingly, the 40% equity interest holder of Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, 20% interest in Yunnan Muliang, 35% equity interest in Maguan, and 49% equity interest in Heilongjiang are accounted as non-controlling interest in the Company’s consolidated financial statements.

Discontinued operation

In accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meet the criteria in paragraph 205-20-45-1E to be classified as discontinued operations. When all of the criteria to be classified as discontinued operations are met, including management having the authority to approve the action and committing to a plan to sell the entity or the components, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from the balances of the continuing operations. At the same time, the results of discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45.

As of December 31, 2023, Viagoo is no longer consolidated scope due to the dispose in January 2023. For financial information related to the discontinued operations.

Use of Estimates

InThe ~~preparing~~preparation of these financial statements in conformity with ~~U.S.~~generally ~~GAAP,~~accepted ~~management~~accounting ~~makes~~principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and ~~disclosures~~ the related disclosure of contingent assets and liabilities at the ~~dates~~date of ~~the~~these financial statements, and ~~as well as~~ the reported amounts of revenues and expenses during the reporting period. ~~Significant~~The Company bases its estimates, ~~required~~on byhistorical ~~management,~~experience and ~~include~~on ~~the~~various ~~recoverability~~other ofassumptions ~~long-lived~~that ~~assets~~are ~~and~~believed ~~the~~to ~~valuation of~~be ~~inventories~~reasonable under the circumstances. ~~Actual~~Accordingly, actual results ~~could~~may differ from these ~~those~~estimates. Significant estimates include the useful lives of property and equipment, land use rights, assumptions used in assessing collectability of receivables and impairment for long-term assets.

Accounts Receivable

WeAccounts receivable ~~state~~are ~~accounts~~stated ~~receivable~~ at ~~cost,~~the historical carrying amount net of allowance for ~~doubtful~~expected ~~accounts~~credit losses. ~~Based~~The onCompany ~~our~~adopted ASU No. 2016-13, “Financial ~~past~~Instruments — Credit ~~experience~~Losses ~~and~~(Topic 326), ~~current~~Measurement ~~practice~~of inCredit Losses ~~the~~on ~~PRC~~Financial Instruments” on January 1, ~~management~~2021 ~~provides~~using ~~for~~a anmodified ~~100%~~retrospective ~~allowance~~approach. ~~for~~The ~~doubtful~~Company also adopted ~~accounts~~this ~~equivalent~~guidance to ~~those~~other ~~accounts~~receivables. ~~that~~To ~~are~~estimate ~~not~~expected ~~collected~~credit ~~within~~losses, ~~one~~the ~~year,~~Company has identified the relevant risk characteristics of its customers and ~~50%~~the ~~for~~related receivables. ~~outstanding~~The ~~for~~Company ~~longer~~considers ~~than~~the ~~six~~past collection experience, current economic conditions, ~~months.~~future Iteconomic isconditions ~~management’s~~(external ~~belief~~data ~~that~~and macroeconomic factors) and changes in the ~~current~~Company’s ~~bad~~customer ~~debt~~collection trends. The allowance ~~adequately~~for ~~reflects~~credit anlosses ~~appropriate~~and ~~estimate~~corresponding ~~based~~receivables onwere ~~management’s~~written off when they are determined to be ~~judgment~~uncollectible.

Inventory Valuation

We value ~~our~~the ~~fertilizer~~VIE and its subsidiaries’ fertilizer inventories at the lower of cost, determined on a weighted average basis, and net realizable value (the estimated market price). Substantially all inventory expenses, packaging and supplies are valued by the weighted average method.

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Revenue Recognition

On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. Results for the reporting period beginning after January 1, 2018 are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605.

Management has determined that the adoption of ASC 606 did not impact the Company’s previously reported financial statements in any prior period nor did it result in a cumulative effect adjustment to opening retained earnings.

Revenue for sale of products is derived from contracts with customers, which primarily include the sale of fertilizer products and environmental protection equipment. The Company’s sales arrangements do not contain variable consideration. The Company recognizes revenue at a point in time based on management’s evaluation of when performance obligations under the terms of a contract with the customer are satisfied and control of the products has been transferred to the customer. For vast majority of the Company’s product sales, the performance obligations and control of the products transfer to the customer when products are delivered, and customer acceptance is made.

Revenue for logistics-related service is derived from Viagoo subsidiaries. Through an online service platform, the company provides the operation management service to support customers. For VTM service, revenue is charged to carriers based on certain percentage of the freight charges. For VES service, revenue is recognized based on monthly subscription by vehicles and by users. For system integration service, revenue is recognized over time based on the progress of project and annual maintenance service.

Pursuant to the guidance of ASC Topic 840, rent shall be reported as income by lessors over the lease term as it becomes receivable. The Company leased part of the building of the Shanghai new plant to third parties as a warehouse. The Company recognizes building leasing revenue over the beneficial period described by the agreement, as the revenue is realized or realizable and earned.

Income Taxes

The Company accounts for income taxes under the provision of FASB ASC 740-10, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~New~~ Recent Accounting ~~Standards~~Pronouncement

In ~~February 2016~~June 2022, the FASB issued ~~Accounting~~ASU 2022-03 ~~Standards~~Fair Value Measurement ~~Update~~(Topic 820): ~~No.~~Fair ~~2016-02~~Value ~~(ASU~~Measurement ~~2016-02)~~of ~~“Leases~~Equity ~~(Topic~~Securities ~~842)”~~Subject to Contractual Sale Restrictions. ~~ASU~~The ~~2016-02~~update ~~requires~~clarifies that a ~~lessee~~contractual restriction toon ~~recognize~~the insale of an equity security is not considered part of the ~~statement~~unit of ~~financial~~account of the equity security and, therefore, is ~~position~~not aconsidered ~~liability~~in tomeasuring ~~make~~fair ~~lease~~value. ~~payments~~The ~~(the~~update ~~lease~~also ~~liability)~~clarifies ~~and~~that an entity cannot, as a ~~right-~~separate unit of~~-use~~ ~~asset~~account, ~~representing~~recognize ~~its~~and measure ~~right~~a tocontractual ~~use~~sale ~~the~~restriction. ~~underlying~~The update also requires certain additional disclosures for equity securities subject to contractual ~~asset~~sale restrictions. The amendments in this update are effective for the ~~lease~~Group ~~term.~~beginning ~~ASU~~January 1, ~~2016-02~~2024 on a prospective basis. Early adoption is ~~effective~~permitted for both interim and annual ~~reporting~~financial ~~periods~~statements ~~beginning~~that ~~after~~have ~~December~~not ~~15,~~yet ~~2018~~been issued or made available for issuance. ~~Early~~The Company does not expect that the adoption is ~~permitted.~~of ~~For~~this ~~finance~~guidance ~~leases,~~will have a ~~lessee~~material isimpact ~~required~~on toits dofinancial ~~the~~position, ~~following:~~results of operations and cash flows.

●In ~~Recognize~~March a2023, ~~right-of-use~~the ~~asset~~Financial ~~and~~Accounting aStandards ~~lease~~Board ~~liability,~~(FASB) ~~initially~~issued Accounting ~~measured~~Standards atUpdate ~~the~~(ASU) ~~present~~2023-01, ~~value~~"Lease of(Topic ~~the~~842): ~~lease~~Common ~~payments,~~Control inArrangements". ~~the~~This ~~statement~~update ofprovides ~~financial~~guidance ~~position~~on the ●accounting ~~Recognize~~for ~~interest~~lease onarrangements ~~the~~between ~~lease~~entities ~~liability~~under ~~separately~~common ~~from~~control. ~~amortization~~The ofCompany ~~the~~has ~~right-of-use~~adopted ~~asset~~this instandard ~~the~~effective ~~statement~~January of1, 2023, ~~comprehensive~~and ~~income~~has ●evaluated ~~Classify~~its ~~repayments~~existing oflease ~~the~~arrangements ~~principal~~to ~~portion~~ensure ofcompliance with the ~~lease~~new ~~liability~~guidance. ~~within~~The ~~financing~~adoption ~~activities~~of ~~and~~ASU ~~payments~~2023-01 ofis ~~interest~~expected to onenhance the ~~lease~~transparency ~~liability~~ and ~~variable~~consistency of lease ~~payments~~accounting within ~~operating~~the ~~activities~~Company's infinancial statements, providing stakeholders with clearer insights into the ~~statement~~implications of ~~cash~~common ~~flows~~control lease arrangements.

For operating leases, a lessee is required to do the following:

● Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position ● Recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis ● Classify all cash payments within operating activities in the statement of cash flows.

In July 2018, the FASB issued Accounting Standards Update No. 2018-11 (ASU 2018-11), which amends ASC 842 so that entities may elect not to recast their comparative periods in transition (the “Comparatives Under 840 Option”). ASU 2018-11 allows entities to change their date of initial application to the beginning of the period of adoption. In doing so, entities would:

● Apply ASC 840 in the comparative periods. ● Provide the disclosures required by ASC 840 for all periods that continue to be presented in accordance with ASC 840. ● Recognize the effects of applying ASC 842 as a cumulative-effect adjustment to retained earnings for the period of adoption.

In addition, the FASB also issued a series of amendments to ASU 2016-02 that address the transition methods available and clarify the guidance for lessor costs and other aspects of the new lease standard.

The management has reviewed the accounting pronouncements and adopted the new standard on January 1, 2019 using the modified retrospective method of adoption.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. The amendments in this Update modify the disclosure requirements on fair value measurements based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the potential impacts of ASU 2018-13 on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU provides an exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which goodwill was originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The standard is effective for the Company for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In February 2020, the FASB issued ASU 2020-02, “Financial Instruments — Credit Losses (Topic 326) and Leases (topic 842) Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (topic 842)”. This ASU provides guidance regarding methodologies, documentation, and internal controls related to expected credit losses. This ASU is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements.

The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations.

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Results of Operations

We are principally engaged in the organic fertilizer manufacture and distribution business in the PRC, which account for ~~93.2~~100% of our total revenue for the year ended December 31, ~~2022~~2023.

As a result of the COVID-19 outbreak in December 2019 and continuing in the year of 2020, 2021, and 2022, the Company’s businesses, results of operations, financial position and ~~cash~~ cash flows were adversely affected in 2022. However, the COVID-19 came to an end in November, 2022 in China. And we ~~are~~expected ~~growing~~to ~~our~~make ~~revenue~~progress ~~and~~in ~~net~~revenue ~~income steadily currently and expect to keep growing~~ for the coming years.

Operating Results for the Years Ended December 31, ~~2022~~2023 and ~~2021~~2022

	Years Ended December 31,
	2022			2021			Fluctuation
	2023			2022			Variance
	$			$			$			%
Revenues-fertilizer		118,~~049~~656,~~883~~862			911,~~730~~049,~~962~~883			1(2,~~318~~393,~~921~~021	)		13-21.67	%
Reveues-logistic		803,369			904,320			(100,951	)		-11.2	%
Subtoal of revenue		8,656,862			11,049,883			(2,393,021	)		-21.7	%
Reveues-others		-			120			(120	)		-100.0	%
Cost-fertilizer		5,353,549			6,358,418			(1,004,869	)		-15.8	%
Subtoal of revenue		11,853,252			10,635,402			1,217,850			11.5	%
Subtotal of cost		5,353,549			6,358,418			(1,004,869	)		-15.8	%
Cost-fertilizer		6,358,418			5,910,703			447,715			7.6	%
Gross profit		3,303,313			4,691,465			(1,388,152	)		-29.6	%
Cost- logistic		565,299			477,978			87,321			18.3	%
Gross margin		38.2	%		42.5	%
Cost- others		-			90			(90	)		-100.0	%
Subtotal of cost		6,923,717			6,388,771			534,946			8.4	%
Gross profit		4,929,535			4,246,631			682,904			16.1	%
Gross margin		41.59	%		39.93	%
Operating expenses:
General and administrative expenses		~~897~~421,~~822~~570			2399,~~033,234~~167			(122,~~135,412~~403	)		~~-55~~5.86	%
Selling expenses		~~323~~11,~~789~~941			~~467~~318,~~859~~087			(~~144~~306,~~070~~146	)		-3096.82	%
Total operating expenses		1,221,611			2,501,093			(1,279,482	)		-51.2	%
Provision for expected credit losses		2,402,501			237,191			2,165,310			912.9	%
Income(loss) from operations		3,707,,924			1,745,538			1,962,386			112.4	%
Total operating expenses		2,836,012			954,446			1,881,566			197.1	%
Income from operations		467,301			3,737,019			(3,269,718	)		-87.5	%
Other income (expense):
Interest expense		(124,730	)		(151,720	)		26,990			-17.8	%
Interest Income		12			-			12			N/A
Asset impairment loss		(237,191	)		-			(237,191	)		N/A
Interest expense		(77,209	)		(124,730	)		47,521			-38.1	%
Other income (expense), net		12433,~~418~~524			~~352~~10,~~340~~534			~~(339~~422,~~922~~990	)		~~-96~~4015.54	%
Total other income (expense)		(349,503	)		200,620			(550,123	)		-274.2	%
Total other income(expense)		356,327			(114,196	)		470,523			-412.0	%
Income before income taxes		3823,~~358,421~~628			13,~~946~~622,~~158~~824			1(2,~~412~~799,~~263~~196	)		72-77.63	%
Income taxes		438,885			214,981			223,904			104.2	%
Income taxes expense (benefit)		(25,799	)		432,626			(458,425	)		-106.0	%
Net income (loss)		2,919,536			1,731,177			1,188,359			68.6	%
Net income from continuing operations		849,427			3,190,198			(2,340,771	)		-73.4	%

Revenue.

Revenue for fertilizer ~~increased~~decreased from $911,~~730~~049,~~962~~883 for the year ended December 31, ~~2021~~2022 to $118,~~049~~656,~~883~~862 for the year ended December 31, ~~2022~~2023, which represented ana ~~increase~~decrease of $12,~~318~~393,~~921~~021, or or approximately 1321.67%. The ~~increase~~sluggish ~~in revenue was mainly due to the end of~~ economic ~~depression~~situation ~~resulting~~and ~~from~~consumer ~~continuous~~market ~~impact~~have ofalso ~~COVID-19 in~~reduced ~~November 2022. We expect to see a trend of improving sales as~~ the ~~epidemic~~demand ~~moves~~for ~~further~~organic ~~into the past~~fertilizers.

Revenue for logistic decreased from $904,320 for the year ended December 31, 2021 to $803,369 for the year ended December 31, 2022, which represented a decrease of $100,951, or 11.2%.

Cost of sales

Cost of sales for fertilizer ~~increased~~decreased from $56,~~910~~358,~~703~~ 418 for the year ended December 31, ~~2021~~2022 to $65,~~358~~353,~~418~~549 for the year ended December 31, ~~2022~~2023, which represented ana ~~increase~~decrease of approximately $~~447~~1,~~715~~004, 869, or 715.68%. The ~~increase~~decrease in cost of revenue was in line with the ~~increase~~decrease in revenue.

~~Cost~~The cost of sales ~~for~~represents ~~logistic~~the ~~decreased from $477,978~~manufacturing ~~for~~costs ~~the~~and ~~year~~transportation ~~ended~~costs ~~December~~incurred ~~31,~~during ~~2021 to $565,299 for~~ the ~~year~~production ~~ended December 31, 2022, which represented an increase of $87,321, or 18~~process.~~3%.~~

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Gross profit

The gross profit for fertilizer ~~increased~~decreased from $34,~~820~~691,~~259~~465 for the year ended December 31, ~~2021~~2022 to gross profit of $43,~~691~~303,~~465~~313 for the year ended December 31, ~~2022~~2023. The gross margin ~~inreased~~decreased from 3942.35% for the year ended December 31, ~~2021~~2022 to 4238.52% for the year ended December 31, ~~2022~~2023. The ~~increased~~reduced gross margin was due to the ~~decrease~~weak indemand ~~material~~for ~~cost~~organic fertilizer after the COVID-19, which also reduced the selling price of our products..

The gross profit for logistic decreased from $426,342 for the year ended December 31, 2021 to gross profit of $238,070 for the year ended December 31, 2022. The gross margin decreased from 47.1% for the year ended December 31, 2021 to 29.6% for the year ended December 31, 2022.

Expenses.

We incurred $~~323~~11,~~789~~941 in selling expenses for the year ended December 31, ~~2022~~2023, compared to $~~467~~318,~~859~~087 for the year ended December 31, ~~2021~~2022. We incurred $~~897~~421,~~822~~570 in general and administrative expenses for the year ended December 31, ~~2022~~2023, compared to $2399,~~033,234~~167 for the year ended December 31, ~~2021~~2022. Total selling, general and administrative expenses decreased by $1283,~~279~~744,~~482,~~ or 5139.26% for the year ended December 31, ~~2022~~2023 as compared to the same period in ~~2021~~2022. Our selling expenses decreased by $~~144~~306,~~070~~146 and our general and administrative expenses ~~decreased~~increased by $122,~~135,412~~403. The decrease in general and administrative expenses was due to the ~~improved~~sale ~~management~~of ~~for~~Viagoo ~~the~~on ~~year~~January ~~ended December 31~~1, ~~2022~~2023. We expect our general and administrative expense to increase for the next year, if we successfully complete our public offering.

Interest expense

We incurred $~~124~~77,~~730~~209 in interest expense during the year ended December 31, ~~2022~~2023, compared with interest expense of $~~151~~124,~~720~~730 for the year ended December 31, ~~2021~~2022. The decreased interest expense reflects the decreased loan balance as of December 31, ~~2022~~2023.

Net Income. from continuing operations

Our net income from continuing operations was $2849,~~919,536~~427 for the year ~~ended~~ ended December 31, ~~2022~~2023, compared with net income from continuing operations of $13,~~731~~190,~~177~~198 for the year ended December 31, ~~2021~~2022, representing a ~~an increase~~ decrease of $12,~~188~~340,~~359~~771, or 6873.64%. The significant ~~increase~~decrease in net income from continuing operations was mainly due to the ~~significant~~provision for ~~decrease~~expected incredit ~~General~~losses ~~and~~of ~~administrative expenses~~$2,402,501 ~~the significant~~taken ~~increase~~for inaccount ~~gross~~receivable ~~profit~~ for the year ended December 31, ~~2022~~2023.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At December 31, ~~2022~~2023 and December 31, ~~2021~~2022 our working capital was $89,~~112~~705,~~564~~866 and $58,~~403~~112,~~720~~564, respectively. The improvement in our working capital deficit was reflecting faster decrease in our current liability, especially the significant decrease in account payable and accrued liability balance.

We have financed ~~our~~ operations over the years ~~ended~~ ended December 31, ~~2022~~2023 and ~~2021~~2022 primarily through proceeds from stock issuance and advances from related parties, and net cash inflow ~~from~~ from operations.

The components of cash flows are discussed below:

	For the Years Ended December 31,
	2022			2021
	2023			2022
Net cash provided by (used in) operating activities	$	(1,302,022	)	$	4,930,236
Net cash used in operating activities	$	(934,408	)	$	(1,302,022	)
Net cash provided by (used in) investing activities		(126,208	)		(1,158,773	)
Net cash used in investing activities		(178,527	)		(126,208	)
Net cash (used in) provided by financing activities		1,444,460			(4,363,568	)
Net cash provided by financing activities		375,866			1,444,460
Exchange rate effect on cash		19730,~~070~~336			~~281~~19,~~284~~070
Net cash inflow (outflow)	$	35(6,~~300~~733	)	$	~~(310~~35,~~821~~300	)

Cash ~~provided by (~~ used ~~ini)Operating~~in Operating Activities

Net cash used in operating activities was $1934,~~302,022~~408 for the year ended December 31, ~~2022~~2023. Cash used in operating activities for the year ended December 31, ~~2022~~2023 consisted primarily of ana ~~increase~~decrease of $12,~~488~~237,~~529~~495 in ~~account~~other ~~receivable~~payable, an increase of $1,~~655~~926,~~546~~608 in ~~other~~account receivable, and a decrease of $4963,~~332,753~~371 in account payable ~~and accrued liability~~, which was offset by the net income of $21,~~919~~838,~~536~~281, depreciation and amortization of $~~494~~795,~~439~~232, ~~and~~provision afor ~~decrease~~expected credit losses of $2,~~720~~402,~~957 in prepayment~~501, and ~~the~~amortization ~~assets~~of ~~impairment~~right ~~loss~~of use assets of $~~237~~56,~~191~~270.

Net cash ~~provided~~used byin operating activities was $41,~~930~~302,~~236~~ 022 for the year ended December 31, ~~2021~~2022. Cash ~~provided~~used byin operating activities for the year ended December 31, ~~2021~~2022 consisted ~~primarily~~ primarily of ~~net~~an ~~income~~increase of $1,~~731~~589,~~177~~257 ~~which~~in ~~was~~account ~~adjusted by depreciation and amortization of $513~~receivable,~~563.~~ ~~The~~an ~~Company~~increase ~~had a decrease~~ of $1,~~978~~592,~~747~~ 071 in ~~account~~other receivable, and a decrease of $105,~~758~~303,~~708~~952 in ~~other~~account payable ~~receivable~~and accrued liability, which was offset by annet ~~increase~~income of $62,~~292~~919,~~144~~536, indepreciation ~~prepayment~~and amortization of $527,193, and a decrease of $2,~~393~~663,~~158~~209 in ~~accounts~~prepayment, ~~payable~~ and ~~accrued~~the ~~payables~~provision for expected credit losses of $237,191.

8285

Cash used in Investing Activities

Net cash used in investing activities was $178,527 for the year ended December 31, 2023. The investment activity was payments made for construction in progress.

Net cash used in investing activities was $126,208 for the year ended December 31, 2022. The investment activity was payments made for intangible assets.

Net cash used in investing activities was $1,158,773 for the year ended December 31, 2021. The investment activity was payments made for construction in progress.

Cash provided by (used in) Financing Activities

Net cash provided by financing activities was $375,866 for the year ended December 31, 2023. During the year, cash provided by financing activities included proceeds from related parties of $602,090, which were partly offset by repayment of short-term loans of $226,224.

Net cash provided by financing activities was $1,444,460 for the year ended December 31, 2022. During the period, cash provided by financing activities consisted of borrowing of $1,755,885 from related party, offset by short term loan repayment of $311,425.

~~Net~~We anticipate that our current cash ~~used~~reserves inplus ~~financing~~cash from operating activities ~~was~~will ~~$4,363,568~~not be sufficient to meet our ongoing obligations and fund operations for the ~~year~~next ~~ended~~twelve ~~December~~months. 31As a result, ~~2021~~we will need to seek additional funding in the near future. ~~During~~We are looking to obtain additional funding through equity financing in the ~~year~~secondary market, ~~cash~~and/or ~~provided~~renewing byour ~~financing~~current ~~activities~~obligations ~~included~~with ~~repayment~~loaners. We ofmay also seek to obtain short-term loans offrom our directors or unrelated parties. Additional funding may not be available, or at acceptable $4terms,~~666~~ to us at this time. If we are unable to obtain additional financing,~~185~~ we may be required to reduce the scope of our business development activities, which ~~were~~could ~~partly~~harm ~~offset~~our bybusiness ~~proceeds~~plans, ~~from~~financial ~~related~~condition ~~parties~~and ofoperating ~~$302,617~~results.

We anticipate that our current cash reserves plus cash from our operating activities will not be sufficient to meet our ongoing obligations and fund our operations for the next twelve months. As a result, we will need to seek additional funding in the near future. We are looking to obtain additional funding through equity financing in the secondary market, and/or renewing our current obligations with loaners. We may also seek to obtain short-term loans from our directors or unrelated parties. Additional funding may not be available, or at acceptable terms, to us at this time. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results.

Contractual Commitments and Commitments for Capital Expenditure

Contractual Commitments

The following table summarizes our contractual obligations as of December 31, ~~2022~~2023 and the effect those obligations are expected to have on our liquidity and cash flow in future periods.

	Payments Due by Period as of December 31, 2022
	Payments Due by Period as of December 31, 2023
	Total		Less than 1 Year		1 –- 3 Years		3 –- 5 Years		Over 5 Years
Contractual obligations
Loans	$	1789,~~039,243~~305	$	1773,039~~,243~~	$	-16,266	$	—-	$	—-
Others		—20,070		—13,224		—6,846		—-		—-
	$	1809,~~039,243~~375	$	1786,~~039,243~~263	$	-23,112	$	—-	$	—-

Commitments for Capital Expenditure

There is no commitment for capital expenditure as of December 31, ~~2022~~2023.

Off-Balance Sheet Items

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Smaller reporting companies are not required to provide the information required by this item.

8386

Item 8. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

	PAGE
Report of Independent Registered Accounting Firm	F-2
Consolidated Balance Sheets	F-4
Consolidated Statements of Income and Comprehensive Income	F-5
Consolidated Statements of Stockholders’ Equity	F-6
Consolidated Statements of Changes in Stockholders’ Equity	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8 –- F-2932

F-1

Text Description automatically generated with medium confidence

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:	The Board of Directors and Stockholders of
	Muliang Viagoo Technology, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Muliang Viagoo Technology, Inc., its subsidiaries and its variable interest entities (collectively the “Company”) as of December 31, ~~2022~~2023 and ~~2021~~2022, and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, ~~2022~~2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2022~~2023, 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.

F-2

Critical Audit Matters

The critical audit matters ~~communicated below~~ are matters arising from the current period audit of the ~~consolidated~~ financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the ~~consolidated~~ financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the ~~consolidated~~ financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accounts receivable

We assessed the carrying value of accounts receivable as a critical audit matter. As of December 31, ~~2022~~2023, the Company’s accounts receivable balance was quantitatively material to the financial statements as a whole, and the account required challenging, subjective and complex judgment and assumptions inregarding ~~regards~~ the estimation of the net carrying value.

The Company’s accounts receivable is stated at gross receivables less an allowance for ~~bad~~expected ~~debt~~credit losses based on management assessment of collectability of those balances.

Our principal audit procedures performed to address the net carrying value of the accounts receivables and related ~~bad~~provision ~~debt~~for ~~expense~~expected credit losses included the following:

	●	Independently sending confirmation to the Company’s customers and checking for subsequent payment from customers.

	●	Inquired with Company personnel to understand management’s assessment on the credit worthiness of the Company’s customers and the recoverability of the receivables.

	●	Performed quantitative and qualitative analysis on accounts receivable aging and past collections from customers, and researched if there are any historical, geographical or industry trends that would influence collectability.

The accounts relevant to this critical audit matter include the accounts receivable, allowance for ~~bad~~expected ~~det~~credit losses, and ~~bad~~provision ~~debt~~for ~~expense~~expected credit losses, and the related disclosure in the accompanying note 34 to the financial statements.

/s/ WWC, P.C.

WWC, P.C.

Certified Public Accountants

PCAOB ID: 1171

We have served as the Company’s auditor since March 15, 2016.

San Mateo, CA

~~April 17~~November 20, ~~2023~~2024

F-3

MULIANG VIAGOO TECHNOLOGY INC., SUBSIDIARIES, AND VARIABLE INTEREST ENTITIES

CONSOLIDATED BALANCE SHEETS

	As of December 31,			As of December 31,
	December 31,			December 31,
	2022			2021
	2023			2022
ASSETS
Current Assets:
Cash and cash equivalents	$	731,~~313~~389		$	388,~~013~~122
Accounts receivable, net		11,~~756~~114,~~610~~319			11,~~433~~745,~~504~~426
Due from related party		-			716,721
Inventories		75,408			194,226
Inventories		194,226			133,913
Prepayments		3,316,015			3,719,342
Prepayment		3,719,342			6,805,039
Other receivables, net		41,329			1,507,443
Other receivables, net		1,591,031			46,640
Current assets of discontinued operations		-			159,962
Total Current Assets		1714,~~334~~548,~~522~~460			1917,~~173~~334,~~830~~522
Long term investment		~~29,459~~-			2118,~~273~~526
Property, plant and equipment, net		65,~~004~~284,~~575~~717			75,~~194~~620,~~262~~528
Right of use assets		1,274,228			1,284,319
Land use right assets		1,215,297			1,227,342
Operating lease right of use asset, net		~~140~~24,~~120~~799			~~224~~140,~~463~~120
Intangible assets, net		~~46,885~~-			1246,~~831~~885
Goodwill		-			695,175
Productive biological asset		106,131			382,978
Other assets and deposits		19,~~798~~348			3119,~~496~~798
Deferred tax asset		~~241~~946,~~866~~451			~~262~~241,~~798~~866
Total Assets	$	25,091,453		$	28,900,447
Other assets of discontinued operations		-			58,887
Total Assets	$	22,145,203		$	25,091,453
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current portion of long-term debt	$	1773,039~~,243~~		$	1,~~174~~039,~~756~~243
Accounts payable and accrued liability		31,~~430~~440,~~697~~741			82,~~291~~420,~~572~~204
Advances from customers		~~282~~223,~~978~~928			~~501~~282,~~720~~978
Operating lease liabilities - current		56,165			67,484
Operating lease liabilities – current		13,224			56,165
Income tax payable		~~929~~1,~~105~~609,873			~~543~~921,~~477~~374
Accrued Interest		1,576,932			1,750,989
Other payables		445,994			2,438,546
Other payables		861,614			1,278,683
Due to related party		335,795			1,045,224
Due to related party		1,045,224			161,429
Current liabilities of discontinued operations		-			1,018,224
Total Current Liabilities		94,~~221~~842,~~958~~594			139,~~770~~221,~~110~~958
Long-term loans		-16,266			~~283,860~~-
Operating lease liabilities - noncurrent		67,573			138,620
Operating lease liabilities – noncurrent		6,846			67,573
Deferred tax liabilities		8,553			-
Other liabilities of discontinued operations		-			8,553
Total Liabilities		94,~~298~~865,~~084~~706			149,~~192~~298,~~590~~084
Commitments and contingencies		-			-
Stockholders’ Equity:
Series A Preferred Stock，$0.0001 par value, 50,000,000 shares authorized, 9,500,000 shares issued and outstanding as of December 31, 2022 and 2021.		950			950
Series A Preferred Stock，$0.0001 par value, 50,000,000 shares authorized (of which 15,000,000 shares are designated as Series A Preferred Stock), 9,500,000 shares issued and outstanding as of December 31, 2023 and 2022.*		950			950
Common stock, $0.0001 par value, 250,000,000 shares authorized, 19,251,477 shares issued and outstanding as of December 31, 2022 and 2021.		1,925			1,925
Common stock, $0.0001 par value, 250,000,000 shares authorized, 19,251,657 shares issued and outstanding as of December 31, 2023 and 2022.*		1,925			1,925
Additional paid in capital		19,936,668			19,936,668
Statutory Reserve		40,724			-
Accumulated deficit		(3,965,137	)		(6,876,227	)
Additional paid in capital		18,804,295			19,936,668
Accumulated other comprehensive loss		(328,151	)		1,500,727
Accumulated deficit		(1,744,135	)		(3,965,137	)
Stockholders’ Equity (Deficit) - Muliang Viagoo Technology Inc. and Subsidiaries		15,646,255			14,564,043
Accumulated other comprehensive income(loss)		63,396			(328,151	)
Noncontrolling interest		147,114			143,814
Stockholders’ Equity - Muliang Viagoo Technology Inc. and Subsidiaries		17,167,155			15,646,255
Total Stockholders’ Equity (Deficit)		15,793,369			14,707,857
Noncontrolling interest		112,342			147,114
Total Liabilities and Stockholders’ Equity	$	25,091,453		$	28,900,447
Total Stockholders’ Equity		17,279,497			15,793,369
Total Liabilities and Stockholders’ Equity	$	22,145,203		$	25,091,453

Retroactively restated to reflect the Company’s 1-for-2 reverse share split effective on February 24, 2023.

See accompanying notes to consolidated financial statements

F-4

MULIANG VIAGOO TECHNOLOGY INC., SUBSIDIARIES, AND VARIABLE INTEREST ENTITIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

	For the Years Ended December 31,
	2022			2021
	2023			2022
Revenues	$	118,~~853~~656,~~252~~862		$	1011,~~635~~049,~~402~~883
Cost of goods sold		65,~~923~~353,~~717~~549			6,~~388~~358,~~771~~418
Gross profit (loss)		4,929,535			4,246,631
Gross profit		3,303,313			4,691,465
		41.59	%		39.93	%
		38.16	%		42.46	%
Operating expenses:
General and administrative expenses		~~897~~421,~~822~~570			2399,~~033,234~~167
Selling expenses		~~323~~11,~~789~~941			~~467~~318,~~859~~087
Total operating expenses		1,221,611			2,501,093
Provision for expected credit losses		2,402,501			237,191
Income (Loss) from operations		3,707,924			1,745,538
Total operating expenses		2,836,012			954,446
Income from operations		467,301			3,737,019
Other income (expense):
Interest expense		(124,730	)		(151,720	)
Interest Income		12
Asset impairment loss		(237,191	)		-
Interest expense		(77,209	)		(124,730	)
Other income (expense), net		12433,~~418~~524			~~352~~10,~~340~~534
Total other income (expense)		(349,503	)		200,620
Total other expense		356,327			(114,196	)
Income (Loss) before income taxes		3,358,421			1,946,158
Income before income taxes		823,628			3,622,824
Income taxes		438,885			214,981
Income taxe (benefit)expense		(25,799	)		432,626
Net income		2,919,536			1,731,177
Net income from continuing operations		849,427			3,190,198
Net income (loss) attributable to noncontrolling interest		8,445			11,072
Income from operations of a discontinued component
Net income (loss) attributable to Muliang Viagoo Technology Inc. common stockholders		2,911,091			1,720,105
Loss from discontinued operations, net of applicable income taxes					(270,662	)
Other comprehensive income (loss):
Gain from disposal of a discontinued component		988,854
Unrealized foreign currency translation adjustment		(1,823,732	)		375,277
Net income (loss) from discontinued operations		988,854			(270,662	)
Total Comprehensive income(loss)		1,095,804			2,106,454
Net Income		1,838,281			2,919,536
Total comprehensive (income) loss attributable to noncontrolliing interests		3,299			13,973
Net (loss)income attributable to noncontrolling interest		(761	)		8,445
Total comprehensive (income) loss attributable to Muliang Viagoo Technology Inc. common stockholders	$	1,092,505		$	2,092,481
Net income attributable to Muliang Viagoo Technology Inc. common stockholders		1,839,042			2,911,091
Earnings per common share
Other comprehensive income :
Basic and diluted		0.15			0.09
Foreign currency translation adjustment		(352,153	)		(1,834,024	)
Weighted average common shares outstanding
Total Comprehensive income		1,486,128			1,085,512
Basic		19,251,477			19,251,477
Total comprehensive (loss)income attributable to noncontrolling interests		(34,772	)		3,299
Diluted		19,251,477			19,251,477
Total comprehensive income attributable to Muliang Viagoo Technology Inc. common stockholders	$	1,520,900		$	1,082,213
Earnings per common share Basic and diluted*
Continuing operations		0.04			0.17
Discontinued operations		0.05			(0.02	)
Weighted average common shares outstanding*
Basic		19,251,657			19,251,657
Diluted		19,251,657			19,251,657

Retroactively restated to reflect the Company’s 1-for-2 reverse share split effective on February 24, 2023.

See accompanying notes to consolidated financial statements

F-5

MULIANG VIAGOO TECHNOLOGY INC., SUBSIDIARIES, AND VARIABLE INTEREST ENTITIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the years ended December 31, ~~2022~~2023 and ~~2021~~ 2022

	Series A Preferred Stock				Common Stock				~~Additional~~Statutory ~~Paid-in~~Reserve		~~Accumulated~~Additional Paid-in			Accumulated ~~Other Comprehensive~~			~~Non-~~Accumulated ~~controlling~~Other Comprehensive			Non-controlling
	Shares		Amount		Shares		Amount		~~Capital~~Amount		~~Deficit~~Capital			~~Income (Loss)~~Deficit			~~Interest~~Income (Loss)			~~Total~~Interest			Total
Balance, December 31, 2020		9,500,000	$	950		19,251,477	$	1,925		19,936,668		(8,596,332	)		1,128,351			129,841			12,601,403
Balance, December 31, 2021		9,500,000		950		19,251,657	$	1,925		-		19,936,668			(6,876,227	)		1,500,727			143,814			14,707,857
Net income												~~1,720,105~~			2,911,090			~~11,072~~			18,~~731,177~~446			2,919,536
Foreign currency translation adjustment															~~372,376~~			2(1,~~901~~828,878	)		~~375~~(5,~~277~~146	)		(1,834,024	)
Balance, December 31, 2021		9,500,000	$	950		19,251,477	$	1,925		19,936,668		(6,876,227	)		1,500,727			143,814			14,707,857
Balance, December 31, 2022		9,500,000		950		19,251,657	$	1,925		-		19,936,668			(3,965,137	)		(328,151	)		147,114			15,793,369
Net income												~~2,911,091~~			1,839,042			~~8,445~~			~~2,919,536~~(761	)		1,838,281
Foreign currency translation adjustment															(1,828,878	)		(5,146	)		(1,834,024	)
Deconsolidation of discontinued operations												(1,132,373	)		422,684			709,689						-
Balance, December 31, 2022		9,500,000	$	950		19,251,477	$	1,925		19,936,668		(3,965,136	)		(328,151	)		147,113			15,793,369
Statutory Reserve Allocation										40,724					(40,724	)								-
Foreign currency translation adjustment																		(318,142	)		(34,011	)		(352,153	)
Balance, December 31, 2023		9,500,000		950		19,251,657	$	1,925		40,724		18,804,295			(1,744,135	)		63,396			112,342			17,279,497

Retroactively restated to reflect the Company’s 1-for-2 reverse share split effective on February 24, 2023.

See accompanying notes to consolidated financial statements

Reverse Stock Split

On February 24, 2023, our Board of Directors declared a two-for-one reverse stock split of our common stock and Series A Preferred Stock. There was no effect on total stockholders’ equity, and the par value per share of our both common stock and Series A Preferred Stock remains unchanged at $0.0001 per share after the reverse stock split. All references made to share or per share amounts in the accompanying condensed consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the reverse stock split.

F-6

MULIANG VIAGOO TECHNOLOGY INC., SUBSIDIARIES, AND VARIABLE INTEREST ENTITIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2022			2021
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	2,919,536		$	1,731,177
Net income	$	1,838,281		$	2,919,536
Net profit(loss) from discontinued operations		988,854			(270,662	)
Net income from continuing operations		849,427			3,190,198
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		~~494~~795,~~439~~232			~~513~~527,~~563~~193
Assets impairments loss		237,191			352,740
Provision for expected credit losses		2,402,501			237,191
Amortization of right of use assets		99,766			164,464
Amortization of land use right assets		29,954			31,496
Deferred income tax assets		-(709,796	)		~~201,245~~-
Amortization of Operating lease right of use assets		56,270			68,270
Changes in assets and liabilities:
Accounts receivable		(1,~~488~~926,~~529~~608	)		(1,~~978~~589,~~747~~257	)
Inventories		~~(72~~114,~~908~~357	)		17(72,~~025~~908	)
Prepayment		2250,~~720,957~~901			(62,~~292~~663,~~144~~209	)
Other receivables		(1,~~655,546~~959	)		10(1,~~758~~592,~~708~~071	)
Accounts payable and accrued payables		(4963,~~332,753~~371	)		(25,~~393~~303,~~158~~952	)
Advances from customers		(~~194~~257,~~859~~982	)		~~196~~10,~~950~~526
Lease liability		(67,742	)		(18,099	)
Income tax payable		709,156			432,626
Accrued interest		(35,524	)		(707.481	)
Lease liability		(44,995	)		(67,742	)
Other payables		(~~358~~2,~~677~~237,495	)		(1148,~~572,906~~465	)
Net cash provided by (used in) operating activities		(1,302,022	)		4,930,236
Net cash used in operating activities from continuing operations		(934,408	)		(1,316,756	)
Net cash provided by operating activities from discontinued operations		-			14,734
Net cash used in operating activities		(934,408	)		(1,302,022	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Intangible assets		~~(126,208~~-	)		-(126,208	)
Purchase of Property, plant and equipment, net		-(178,527	)		~~(1,158,773~~-	)
Net cash used in investing activities		(126,208	)		(1,158,773	)
Net cash used in investing activities from discontinued operations
Net cash used in investing activities		(178,527	)		(126,208	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from (repayment to) related party		1602,~~755,885~~090			~~302~~1,~~617~~755,885
Repayment of short-term loans		(~~311~~226,~~425~~224	)		(4311,~~666,185~~425	)
Net cash provided by (used in) financing activities		1,444,460			(4,363,568	)
Net cash used in financing activities from discontinued operations
EFFECT OF EXCHANGE RATE CHANGES ON CASH		19,070			281,284
Net cash provided by financing activities		375,866			1,444,460
NET INCREASE (DECREASE) IN CASH		35,300			(310,821	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		730,336			19,070
CASH, BEGINNING OF PERIOD		38,013			348,834
NET (DECREASE)INCREASE IN CASH		(6,733	)		35,300
CASH, END OF PERIOD	$	73,313		$	38,013
CASH, BEGINNING OF YEAR		73,313			38,013
CASH, END OF YEAR	$	66,580		$	73,313
LESS: CASH, CASH EQUIVALENTS AND RESTRICTED CASH FROM DISCONTINUED OPERATIONS		65,191			65,191
CASH, CASH EQUIVALENTS AND RESTRICTED CASH FROM CONTINUING OPERATIONS		1,389			8,122
		-
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Cash paid for interest expense, net of capitalized interest	$	~~160~~6,~~254~~175		$	~~(859~~160,~~201~~254	)
Cash paid for income tax	$	-		$	-
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES
Long term investment without paying cash	$	-		$	~~10,894~~-
Recognization of operating lease right of use asset	$	-		$	221,290
Initial recognition of operating lease right of use asset	$	25,875		$	-

See accompanying notes to consolidated financial statements

F-7

MULIANG VIAGOO TECHNOLOGY INC., SUBSIDIARIES, AND VARIABLE INTEREST ENTITIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 –- ORGANIZATION AND NATURE OF OPERATIONS

Muliang Viagoo Technology, Inc (“Muliang Viagoo”), formerly known as M & A Holding Corporation., Mullan Agritech Inc. and Muliang Agritech Inc. was incorporated under the laws of the State of Nevada on November 5, 2014. Muliang Viagoo’s core business activities of developing, manufacturing, and selling organic fertilizers and bio-organic fertilizers for use in agricultural industry are conducted through several indirectly owned subsidiaries in China.

On June 9, 2016, M & A Holding Corporation filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Nevada, changing its name from “M & A Holding Corporation,” to “Mullan Agritech, Inc.”

On July 11, 2016, the Financial Industry Regulatory Authority (FINRA) effected in the marketplace the change of the corporate name from “M & A Holding Corporation,” to “Mullan Agritech, Inc.”, and effective on such date.

On April 4, 2019, the Company changed its corporate name from “Mullan Agritech Inc.” to “Muliang Agritech Inc.” The name change took effect on May 7, 2019. In connection with the name change, our stock symbol changed to “MULG”.

On June 26, 2020, Muliang Agritech, Inc. filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of the State of the State of Nevada, changing its name from “Muliang Agritech, Inc.” to “Muliang Viagoo Technology, Inc.”. The Company will trade under the new name upon approval by FINRA.

History

Shanghai Muliang Industry Co., Ltd. ~~(referred to herein as “Muliang Industry”)~~ was incorporated in PRC on December 7, 2006 as a limited liability company, owned 95% by Lirong Wang and 5% by Zongfang Wang. Shanghai Muliang ~~Industry~~ through its own operations and its subsidiaries is engaged in the business of developing, manufacturing and selling organic fertilizers and bio-organic fertilizers for use in the agricultural industry.

On July 11, 2013, Shanghai Muliang ~~Industry~~ established a wholly owned subsidiary, Shanghai Muliang Viagoo Development Co., Ltd. (“Agritech Development”) in Shanghai, China. On November 6, 2013, Shanghai Muliang ~~Industry~~ sold 40% of the outstanding equity of Agritech Development to Mr. Jianping Zhang for consideration of approximately $65,000 or RMB 400,000. Agritech Development does not currently conduct any operations.

On August 21, 2014, Muliang Agricultural Limited (“Muliang HK”) was incorporated in Hong Kong as an investment holding company.

January 27, 2015, Muliang HK incorporated a wholly foreign-owned enterprise, Shanghai Mufeng Investment Consulting Co., Ltd (“Shanghai Mufeng”), in China.

On July 8, 2015, Muliang Viagoo entered into certain stock purchase agreement with Muliang HK, pursuant to which Muliang Viagoo, for a consideration of $5,000, acquired 100% interest in Muliang HK and its wholly-owned subsidiary Shanghai Mufeng. Both Muliang HK and Shanghai Mufeng are controlled by the Company’s sole officer and director, Lirong Wang.

F-8

MULIANG VIAGOO TECHNOLOGY INC., SUBSIDIARIES, AND VARIABLE INTEREST ENTITIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 –- ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)

On July 23, 2015, Shanghai Muliang ~~Industry~~ established a wholly owned subsidiary, Shanghai Muliang Agricultural Sales Co., Ltd. (“Muliang Sales”) in Shanghai, China.

On September 3, 2015, Muliang Viagoo effected a split of its outstanding common stock resulting in an aggregate of 75,262,500 shares outstanding of which 60,000,000 were owned by Chenxi Shi, the founder of Muliang Viagoo and its sole officer and director. The remaining 15,262,500 were held by a total of 39 investors.

On January 11, 2016, Muliang Viagoo issued 64,737,500 shares of its common stock to Lirong Wang for an aggregate consideration of $64,737.50. On the same date, Chenxi Shi, the sole officer and director of Muliang Viagoo on that date, transferred 60,000,000 shares of common stock of the Company held by him to Lirong Wang for $800 pursuant to a transfer agreement.

On February 10, 2016, Shanghai Mufeng entered into a set of contractual agreements known as Variable Interest Entity (“VIE”) Agreements, including (1) Exclusive Technical Consulting and Service Agreement, (2) Equity Pledge Agreement, and (3) Call Option Cooperation Agreement, with ~~Muliang~~Shanghai ~~Industry~~Muliang, and its Principal Shareholders. As a result of the Stock Purchase Agreement and the set of VIE Agreements, Shanghai Muliang Industry Co., Ltd., along with its consolidated subsidiaries, became entities controlled by Muliang Viagoo, whereby Muliang Viagoo would derive all substantial economic benefit generated by Shanghai Muliang ~~Industry~~ and its subsidiaries.

As a result, Muliang Viagoo has a direct wholly-owned subsidiary, Muliang HK and an indirectly wholly owned subsidiary Shanghai Mufeng. Through its VIE Agreements, Muliang Viagoo exercises control over ~~Muliang~~Shanghai ~~Industry~~Muliang. As a result, Shanghai Muliang ~~Industry~~ has two wholly-owned subsidiaries (Shanghai Zongbao and Muliang Sales), one 99% owned subsidiary (Fukang), one 60% owned subsidiary (Agritech Development), and one indirectly wholly owned subsidiary Zongbao Cangzhou.

Filing Compare · MULIANG VIAGOO TECHNOLOGY, INC.