Form F-1/A Sancai Holding Group

Before
you decide to purchase our Class A Ordinary Shares, you should understand the high degree of risk involved. You should consider carefully
the following risks and other information in this prospectus, including our consolidated financial statements and related notes. If any
of the following risks actually occur, our business, financial condition and operating results could be adversely affected. As a result,
the trading price of our Class A Ordinary Shares could decline, perhaps significantly.

Risks
Related to Our Business and Industry

We
have a limited operating history in a competitive and rapidly evolving industry; it may be difficult to evaluate our prospects, and we
may not be able to effectively manage our growth.

We
launched our Software-as-a-Service (SaaS) solutions in July 2019 to help small businesses in China achieve digitalization. We have a
limited operating history in the SaaS industry, which is competitive and rapidly evolving. We may have limited insight into trends that
may develop and affect our business, and we may make errors in predicting and reacting to industry trends and evolving needs of our customers.

We had $7.89 million and $3.65 million (restated)
in revenue for the fiscal year ended September 30, 2021 and 2020, respectively, all of which was from SaaS platform solution services.

Our
historical results and growth may not be indicative of our future performance, and we may fail to continue our growth or maintain our
historical growth rates. If the demand for digitalization and our SaaS platform does not develop as we expect, or if we fail to continue
to address the needs of our customers, our business and financial conditions may be materially adversely affected.

In
addition, we may not be able to effectively manage our growth. Our business expansion may increase the complexity of our operations and
place a significant strain on our managerial, operational, financial and human resources. Our current and planned personnel, systems,
procedures and controls may not be adequate to support our future operations. If we are not able to manage our growth effectively, our
business and prospects may be materially and adversely affected.

If
the market for our SaaS solutions develops more slowly than we expect, our operating results would be adversely affected.

The
market for business solutions that is delivered as software-as-a-service, or SaaS, is less mature than traditional on-premises software
applications, and the adoption rate of SaaS business solutions may be slower among customers in business practices requiring highly customizable
application software. Our success will depend to a substantial extent on the widespread adoption of SaaS business solutions in general,
but we cannot be certain that the trend of adoption of SaaS solutions will continue in the future. In particular, many organizations
have invested substantial personnel and financial resources in integrating legacy software into their businesses over time, and some
have been reluctant or unwilling to migrate to SaaS. It is difficult to predict customer adoption rates and demand for our solutions,
the future growth rate and size of the SaaS business solutions market or the entry of competitive applications. The expansion of the
SaaS business solutions market depends on a number of factors, including the cost, performance and perceived value associated with SaaS,
as well as the ability of SaaS providers to address data security and privacy concerns. If SaaS business solutions does not continue
to achieve market acceptance, or there is a reduction in demand for SaaS business solutions caused by a lack of customer acceptance,
technological challenges, weakening economic conditions, data security or privacy concerns, governmental regulation, competing technologies
and solutions or decreases in information technology spending, it would result in decreased revenues and our business would be adversely
affected.

To
grow our business, we must achieve a high level of customer satisfaction and contract renewals, extend our relationships with existing
customers over time and sell our solutions to new customers.

Our
contracts with our customers are typically for a specified term and renewable at expiration. For our business to succeed we must achieve
a high level of customer satisfaction so that our customers will renew their contracts with us and increase their utilization of our
SaaS platform. This requires that our solutions perform up to customer expectations and customers achieve the return on investment that
they expect. Even if our products perform to specifications, customers may choose not to renew or to cancel early. Our success also depends
on our ability to extend our relationships with existing customers, both by growing their utilization of the SaaS platform and by selling
additional functions in our SaaS platform. Finally, our ability to achieve significant revenue growth also depends on our ability to
attract new customers.

Our
ability to generate customer renewal, customer expansion and new customer sales depends on many factors, including customer satisfaction
with the performance of our solutions, the prices of our solutions and competing solutions, mergers and acquisitions affecting our customer
base, the effects of global economic conditions and reductions in customer spending levels generally. Our success with customers also
depends on our ability to maintain a consistently high level of customer service and technical support to retain existing customers and
attract new customers. If we are unable to hire and train sufficient support resources to provide adequate and timely support to our
customers, our customers’ satisfaction with our solutions will be adversely affected. To the extent that our customers do not renew
their contracts, terminate early or renew on less favorable terms or if our efforts to sell additional solutions to existing customers
or new customers are not successful, our revenues may decline and our operating results could be adversely affected. The success of new
solutions and enhancements of existing solutions depends on many factors, including timing, quality, and market acceptance. Any new solutions
that we develop may contain errors or defects or may not achieve the broad market acceptance necessary to generate sufficient revenues.
If we are unable to successfully enhance our existing solutions to meet customer requirements, increase adoption and usage of our solutions
or develop new solutions, our business and operating results will be adversely affected.

Our
business is susceptible to changes in China’s national economic conditions.

Our
business depends substantially on conditions of China’s national economic conditions. Demand for digitalization in China has grown
rapidly in recent years, primarily driven by favorable trends in E-commerce and the necessity to adapt the restrictions imposed by the
governance as a result of the COVID-19 pandemic and a change in consumer behavior. However, there is no assurance that such favorable
trend could sustain. Any severe or prolonged slowdown in China’s economy, any slowdown or discontinuation of urbanization in our
target markets, or any changes in government policies that restrain the development of residential rental market may materially and adversely
affect our business, financial condition and results of operations. Economic conditions in China are sensitive to global economic conditions.
If present Chinese and global economic uncertainties persist, many of our customers may reduce the service they require from us. Adverse
economic conditions could also reduce the number of customers seeking our service, as well as their ability to make payments. Should
any of these situations occur, our net revenues will decline, and our business and financial conditions will be negatively impacted.
Additionally, continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet
liquidity needs.

We
are subject to evolving regulatory requirements; if we do not comply with these regulations, or fail to adapt to regulatory changes,
our business and prospects may be materially and adversely affected.

Many
aspects of our business, including the provision of technology services and the collection and processing of transaction data, are subject
to supervision and regulation by various governmental authorities in China. In addition, as we continue to expand the solutions on our
SaaS platform, we may be subject to new and more complex regulatory requirements. We are also required to comply with applicable laws
and regulations to protect the privacy and security of our customers’ information. Legal and regulatory restrictions may delay,
or possibly prevent, some of our solutions or services from being offered, which may have a material adverse effect on our business,
financial condition, and results of operations. Violation of laws and regulations may also result in severe penalties, confiscation of
illegal income, revocation of licenses and, under certain circumstances, criminal prosecution.

The
PRC regulatory framework governing computer technology and internet services is unclear and evolving. New laws or regulations may be
promulgated, which could impose new requirements or prohibitions that render our operations or our technologies non-compliant. In addition,
due to uncertainties and complexities of the regulatory environment in PRC, we cannot assure you that regulators will interpret laws
and regulations the same way we do, or that we will always be in full compliance with applicable laws and regulations. To remedy any
violations, we may be required to modify our business models, solutions and technologies in ways that render our solutions less appealing.
We may also become subject to fines or other penalties, or, if we determine that the requirements to operate in compliance are overly
burdensome, we may elect to terminate potentially non-compliant operations. In each such case, our business, financial condition, and
results of operations may be materially and adversely affected.

A majority of our revenue for the fiscal
year ended September 30, 2021 and 2020 was from a former related party. The loss of any of our key customers could reduce our revenues
and our profitability.

We consider our major customers in each period
to be those that accounted for more than 10% of our revenue in such period. We had one such major customer, Chengcheng Real Estate Co.,
Ltd., who accounted for 39.73% and 79.66% (restated) of our revenue for the fiscal year ended September 30, 2021 and 2020, respectively,
all of which was from its from our SaaS platform application service. Chengcheng Real Estate Co., Ltd. was a related party prior to May
2019, when our CEO and Chairman of the Board, Mr. Ning Wen, was the legal representative of Chengcheng Real Estate Co., Ltd. Chengcheng
Real Estate Co., Ltd. was subsequently bought out by a state-owned entity and Mr. Wen resigned as its legal representative in May 2019,
as a result, upon which Chengcheng Real Estate Co., Ltd. ceased being a related party. Neither Mr. Ning Wen nor any other officers or
directors of the Company holds any equity interest in Chengcheng. We did not have any transactions with Chengcheng Real Estate Co., Ltd.
during the period when it was a related party. There can be no assurance that we will maintain or improve the relationships with customers
who does not have long-term contracts with us. 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 business, financial condition
and results of operations.

We
may require substantial additional funding in the future. There is no assurance that additional financing will be available to us.

We
have been dependent upon proceeds received from shareholders’ equity contributions to meet our capital requirements in the past.
We cannot assure you that we will be able to obtain capital in the future to meet our capital requirements to maintain operations and
improve financial performance. If we were unable to meet our future funding requirements for working capital and for general business
purposes, we could experience operating losses and limit our marketing efforts as well as decrease or eliminate capital expenditures.
If so, our operating results, our business results and our financial position would be adversely affected. If adequate additional financing
is not available on reasonable terms, we may not be able to undertake our expansion plan or purchase additional equipment for our operations,
and we would have to modify our business plans accordingly.

Rapid
expansion could significantly strain our resources, management and operational infrastructure, which could impair our ability to meet
increased demand for our products and hurt our business results.

To
accommodate our anticipated growth, we will need to expend capital resources and dedicate personnel to implement and upgrade our accounting,
operational and internal management systems and enhance our record keeping and contract tracking system. Such measures will require us
to dedicate additional financial resources and personnel to optimize our operational infrastructure and to recruit more personnel to
train and manage our growing employee base. If we cannot successfully implement these measures efficiently and cost-effectively, we will
be unable to satisfy the demand for our products, which will impair our revenue growth and hurt our overall financial performance.

We
cannot assure you that our growth strategy will be successful, which may result in a negative impact on our growth, financial condition,
results of operations and cash flow.

Our
growth strategies may encounter many obstacles, including, but not limited to, increased competition from similar businesses, unexpected
costs, and costs associated with marketing efforts. We cannot, therefore, assure you that we will be able to successfully overcome such
obstacles and establish our products in any additional markets. Our inability to implement this internal growth strategy successfully
may have a negative impact on our growth, future financial condition, results of operations or cash flows.

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.
While we have provided different incentives to our management, we cannot assure you that we can continue to retain their services. If
one or more of our key executives were unable or unwilling to continue in their present positions, we may not be able to replace them
easily or at all, 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, and we may incur additional expenses to recruit, train and retain qualified personnel. 

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

Our directors, management and shareholders
have been and may from time to time be subject to litigation, regulatory investigations, proceedings and/or negative publicity or otherwise
face potential liability and expense in relation to commercial, securities or other matters. For example, Ms. Lizhen Tang, the shareholder
of the VIE, was imposed by people’s court on measures of consumption restrictions as the principal of several branches of Sancai
Real Estate Co., Ltd, a former subsidiary of Sancaijia, due to these branches of Sancai Real Estate Co., Ltd.’s failure to fulfill
the payment obligation under effective legal instruments.

Moreover,
we cannot guarantee that additional enforcement measures relating to or arising out of lawsuits would not be threatened or brought against
us, Ms. Lizhen Tang, other shareholders, directors and officers in the future. However, we do not have control or have limited control
over the actions of these parties, and any misbehavior or misconduct by these parties could bring us negative publicity, which would
harm our brand and reputation. In addition, the claims and lawsuits may require us to incur additional resources and divert attention
of our management, which could in turn harm our business.

If
we fail to protect our intellectual property rights, it could harm our business and competitive position.

Our intellectual property rights are important
to our business. We rely on a combination of confidentiality procedures and contractual provisions to protect our intellectual property
rights. As of the date of this prospectus, we have 10 registered trademarks, 2 registered patents and 20 registered software copyrights
in China. We are licensed to use 33 trademarks in China. We are in the process of registering 31 trademarks and 8 copyrights.

We
enter into confidentiality agreements with some of our employees and consultants, and control access to and distribution of our documentation
and other licensed information. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use our
technology without authorization, or to develop similar technology independently. Since the Chinese legal system in general, and the
intellectual property regime in particular, is relatively weak, it is often difficult to enforce intellectual property rights in China.
In addition, confidentiality agreements may be breached by counterparties, and there may not be adequate remedies available to us for
any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual
rights in China or elsewhere. In addition, policing any unauthorized use of our intellectual property is difficult, time-consuming and
costly and the steps we have taken may be inadequate to prevent the misappropriation of our intellectual property. In the event that
we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion
of our managerial and financial resources. We can provide no assurance that we will prevail in such litigation. Any failure in protecting
or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of
operations.

If
we are not able to continue to innovate or if we fail to adapt to changes in our industry, our business, financial condition and results
of operations would be materially and adversely affected.

The
SaaS industry has trends of developing high-end and high-tech products to fulfill the changing customers’ demands. Furthermore,
our competitors are constantly developing innovations in different services to enhance user experience. We continue to invest significant
resources in our developing and enhancing our existing products as well as to introduce new services that will attract more participants
to our SaaS platform. The changes and developments taking place in our industry may also require us to re-evaluate our business model
and adopt significant changes to our long-term strategies and business plan. Our failure to innovate and adapt to these changes would
have a material adverse effect on our business, financial condition, and results of operations.

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

We
believe that developing and maintaining awareness of our brand effectively is critical to attracting new and retaining existing customers.
Successful promotion of our brand and our ability to attract customers depend largely on the effectiveness of our marketing efforts and
the success of the channels we use to promote our products. Currently, we promote our brand through word of mouth and internet promotions.
It is likely that our future marketing efforts will require us to incur significant additional expenses to include print media and video
advertising. 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 brand while incurring substantial
expenses, our results of operations and financial condition would be adversely affected, which may impair our ability to grow our business.

We
have been and may continue to be subject to complaints, claims, controversies, regulatory actions, arbitrations and legal proceedings
from time to time. If the outcome of these complaints, claims, controversies, regulatory actions, arbitrations and legal proceedings
is adverse to us, it could have a material adverse effect on our business, results of operations, financial condition, liquidity, cash
flows and reputation.

We
have been and may from time to time continue to be subject to or involved in various complaints, claims, controversies, regulatory actions,
arbitration, and legal proceedings. Such allegations, claims and proceedings may be asserted against us by third parties, including customers,
suppliers, employees, business partners, governmental or regulatory bodies, competitors or other third parties, in administrative, civil
or criminal investigations and proceedings.

As
we entered into contractual relationship with various real estate management companies and leasing agencies, we have been and may continue
to be involved in legal proceedings and assume joint liability when we provide services to our customers on our platform who are named
as defendants due to various reasons including contract violations, lack of cash liquidity and bankruptcy of such business partners.
In addition, we have been and may from time to time be involved in labor and employment related disputes with and subject to such claims
by employees. Complaints, claims, arbitration, lawsuits, and litigations are subject to inherent uncertainties, and we are uncertain
whether the foregoing claims would develop into lawsuits or regulatory penalties and other disciplinary actions.

As of the date of this prospectus, there are
some ordinary routine legal proceedings incidental to our business, to which our subsidiaries, our variable interest entity or any of
its subsidiaries is a party or of which any of our property is subject. We do not believe the legal proceedings are material to our business
or our financial conditions. Some of the proceedings present the same or similar legal or factual issues. The claims for damages of the
proceedings, exclusive of interest and cost, on an aggregated basis, do not exceed 10 percent of the current assets of the Company and
its subsidiary on a consolidated basis. We have and will continue to defend ourselves vigorously. Although it is not feasible to predict
the outcome of these matters, as of the date of this prospectus, none of the legal proceedings have resulted, and we believe that they
will not result, given the information currently available, in any material adverse effect on our business, financial condition or results
of operations

There
may also be negative publicity associated with litigation that could decrease customers’ acceptance of our services offerings,
regardless of whether the allegations are valid or whether we are ultimately found liable. Lawsuits, litigations, arbitration and regulatory
actions may cause us to incur substantial costs or fines, freezing of our assets, utilize a significant portion of our resources and
divert management’s attention from our day-to-day operations, or materially modify or suspend our business operations, any of which
could materially and adversely affect our financial condition, results of operations and business prospects.

After
we become a publicly listed company, we may face additional exposure to claims and lawsuits. These claims could divert management time
and attention away from our business and result in significant costs to investigate and defend, regardless of the merits of the claims.
In some instances, we may elect or be forced to pay substantial damages if we are unsuccessful in our efforts to defend against these
claims, which could harm our business, financial condition and results of operations. 

New
lines of business or new products may subject us to additional risks.

From
time to time, we may implement new lines of business or offer new products within existing lines of business. There are substantial risks
and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and
marketing new lines of business and/or new products, we may invest significant time and resources. Initial timetables for the introduction
and development of new lines of business and/or new products may not be achieved and price and profitability targets may not prove feasible.
External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the
successful implementation of a new line of business or a new product. Furthermore, any new line of business and/or new products could
have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the
development and implementation of new lines of business or new products could have a material adverse effect on our business, results
of operations and financial condition.

From
time to time, we may evaluate and potentially consummate strategic investments or acquisitions, which could require significant management
attention, disrupt our business and adversely affect our financial results.

We
may evaluate and consider strategic investments, combinations, acquisitions or alliances to further increase the value of our products
and better serve our customers. These transactions could be material to our financial condition and results of operations if consummated.
If we are able to identify an appropriate business opportunity, we may not be able to successfully consummate the transaction and, even
if we do consummate such a transaction, we may be unable to obtain the benefits or avoid the difficulties and risks of such transaction.

Strategic
investments or acquisitions will involve risks commonly encountered in business relationships, including:

We
may not make any investments or acquisitions, or any future investments or acquisitions may not be successful, may not benefit our business
strategy, may not generate sufficient revenues to offset the associated acquisition costs or may not otherwise result in the intended
benefits. In addition, we cannot assure you that any future investment in or acquisition of new businesses or technology will lead to
the successful development of new or enhanced products or that any new or enhanced products, if developed, will achieve market acceptance
or prove to be profitable.

A
lack of insurance could expose us to significant costs and business disruption.

Neither
we nor our subsidiaries maintain any insurance to cover assets, property and potential liability of our business. The lack of insurance
could leave our business inadequately protected from loss. If we were to incur substantial losses or liabilities due to fire, explosions,
floods, other natural disasters or accidents or business interruption, our results of operations could be materially and adversely affected.

Our
operations depend on the performance of the internet infrastructure and telecommunications networks in China.

Almost
all access to the internet in China is maintained through state-owned telecommunication operators under the administrative control and
regulatory supervision of the Ministry of Industry and Information Technology, or the MIIT. Our IT infrastructure is currently deployed,
and our data is currently maintained through a customized cloud computing system. Our servers are housed at third-party data centers.
Such service provider may have limited access to alternative networks or services in the event of disruptions, failures or other problems
with China’s internet infrastructure or the fixed telecommunications networks provided by telecommunication service providers.
With the expansion of our business, we may be required to upgrade our technology and infrastructure to keep up with the increasing number
and variety of customer’s demands on our SaaS platform. There can be no assurance that our internet infrastructure and the fixed
telecommunications networks in China will be able to support the demands associated with the continued growth in internet usage.

Our
financial and operating performance may be adversely affected by epidemics, natural disasters and other catastrophes.

Our
business and financial and operating performance could be materially and adversely affected by the outbreak of epidemics including
but not limited to the novel coronavirus (COVID-19), swine influenza, avian influenza, middle east respiratory syndrome (MERS-CoV)
and severe acute respiratory syndrome (SARS-CoV).  As a result of the on-going COVID-19 pandemic, we have experienced and may continue
to experience slowdown and temporary suspension in operation. Our business could be materially and adversely affected in the event that
the slowdown or suspension carries for a long period of time. During such epidemic outbreak, China may adopt certain hygiene measures,
including quarantining visitors from places where any of the contagious diseases were rampant. Those restrictive measures adversely affected
and slowed down the national economic development during that period. Any prolonged restrictive measures in order to control the contagious
disease or other adverse public health developments in China or our targeted markets may have a material and adverse effect on our business
operations.

Similarly,
natural disasters, wars (including the potential of war), terrorist activity (including threats of terrorist activity), social unrest
and heightened travel security measures instituted in response, and travel-related accidents, as well as geopolitical uncertainty and
international conflict, will affect overall economic environment and may in turn have a material adverse effect on our business and results
of operations. In addition, we may not be adequately prepared in contingency planning or recovery capability in relation to a major incident
or crisis, and as a result, our operational continuity may be adversely and materially affected, which in turn may harm our reputation.

We
relied substantially on external accounting firm prior to the appointment of our CFO.

We
engaged a third-party accounting firm to prepare our financial statements for the fiscal years ended September 30, 2021 and 2020. We
did not have any internal personnel with substantial US GAAP experience until the appointment of Ms. Yuxiu Wang as our CFO
in October 2020. We will continue to rely on Ms. Wang’s expertise and knowledge in our financial reporting going forward. We
have also hired some consultant and accounting staff who have US GAAP experience and knowledge in October 2021 to improve our
finical reporting. In the meantime, we will train our full-time accounting staff and identify and resolve complex accounting issues
using US GAAP, as well as provide segregation of duties within our internal control procedures to support the accurate
reporting of our financial results. We may continue to recruit qualified accounting staff with sufficient US GAAP
experience and knowledge to join the financial reporting team. The loss of CFO and our inability to find a suitable candidate
to replace the CFO may have a material adverse effect on our financial reporting.

We
have identified material weaknesses in our internal control over financial reporting. If we fail to implement and maintain
an effective system of internal control, we may be unable to accurately report our operating results, meet our reporting obligations
or prevent fraud.

In preparing our consolidated financial statements
for the years ended September 30, 2021 and 2020, our management identified material weaknesses in our internal control over
financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board of the United States, and
other significant deficiencies. A “material weakness” is a deficiency, or a combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s
annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified are as
follows: (i) no sufficient personnel with appropriate levels of accounting knowledge and experience to address complex U.S. GAAP accounting
issues and to prepare and review financial statements and related disclosures under U.S. GAAP; (ii) ineffective oversight of our financial
reporting and internal control by those charged with governance; and (iii) inadequate design of internal control over
the preparation of the financial statements being audited. These material weaknesses remained as of September 30, 2021. As a result of
inherent limitations, our internal control over financial reporting may not prevent or detect misstatements, errors or omissions.

To
remedy our previously identified material weakness, we have undertaken and will continue to undertake steps to strengthen our internal
control over financial reporting. These measures include the following:

However, such measures have not been fully
implemented and we concluded that the material weakness in our internal control over financial reporting had not been remediated
as of September 30, 2021.

In
addition, once we cease to be an “emerging growth company” as such term is defined under the Jumpstart Our Business Startups
Act, or JOBS Act, Section 404 of the Sarbanes-Oxley Act of 2002 and related rules promulgated by the Securities and Exchange Commission,
we will be subject to Section 404 of the Sarbanes-Oxley Act of 2002, pursuant to which our independent registered public accounting firm
must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude
that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal
control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent
testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are
documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, our reporting
obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future.
We may be unable to timely complete our evaluation testing and any required remediation.

Risks
Related to Our Corporate Structure

We
do not hold direct equity interest in Sancaijia, our consolidated variable interest entity. We control and receive the economic benefits
of the business operations of Sancaijia through a series of contractual arrangements (the “VIE Arrangements”) with Sancaijia
and its shareholders. Such VIE Arrangements are subject to significant risks, as set forth in the following risk factors.

Our
PRC subsidiary has nominal operations or assets. We conduct our business in China through the consolidated VIE and its subsidiaries.
If the PRC government deems that the contractual arrangements in relation to Sancaijia, our consolidated variable interest entity (VIE),
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.

Investors are cautioned that you are not buying
shares of a China-based operating company but instead are buying shares of a shell company issuer that maintains contractual arrangements
with the associated operating company. Our PRC subsidiary has nominal operations or assets. We conduct our business in China through
the consolidated VIE and its subsidiaries.

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.

We are an exempted company incorporated under
the laws of the Cayman Islands, which is classified as a foreign enterprise under PRC laws and regulations, and our wholly foreign-owned
enterprise (WFOE) in the PRC is considered as a foreign-invested enterprise. Accordingly, our PRC subsidiary is not eligible to operate
VATS business in China. To comply with PRC laws and regulations, we conduct our VATS business in the PRC through our consolidated VIE,
Sancaijia Co., Ltd. In February 2020, Sancai WFOE has entered into a series of contractual arrangements with the VIE and its shareholders,
respectively, which enable us to (i) exercise effective control over the VIE, (ii) receive substantially all of the economic benefits
of the VIE, and (iii) have an exclusive option to purchase all or part of the equity interests and assets in the VIE when and to the
extent permitted by PRC law. As a result of these contractual arrangements, we have control over and are the primary beneficiary of the
VIE and hence consolidate their financial results into our consolidated financial statements under U.S. GAAP. See “Corporate History
and Structure” for further details.

The VIE contributed substantially all of the
Company’s consolidated results of operations and cash flows for the years ended September 30, 2021 and 2020, respectively. As of
September 30, 2021 and 2020, the VIE accounted for substantially all of the consolidated total assets and total liabilities of the Company.

In the opinion of B&D Law Firm, our PRC
legal counsel, each of the contractual arrangements among Sancai 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.

As
there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including the Foreign Investment
Law of the PRC and the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and the relevant regulatory
measures, there can be no assurance that the PRC government authorities would ultimately agree that our corporate structure or any of
the above contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or
with requirements or policies that may be adopted in the future.

If our corporate structure and contractual
arrangements are deemed by the MIIT or the Ministry of Commerce of the PRC (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:

Furthermore,
new PRC laws, rules and regulations may be introduced to impose additional requirements that may be applicable to our corporate structure
and contractual arrangements. See “Risks Related to Our Corporate Structure—Substantial uncertainties exist with respect
to the interpretation and implementation of the newly enacted PRC Foreign Investment Law and its Implementation Regulations and how they
may impact the viability of our current corporate structure, corporate governance, business operations and financial results.”
Occurrence of any of these events could materially and adversely affect our business and financial condition and results of operations.

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 or if these regulations change or are interpreted differently in the future. 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 change in our operation
and a material adverse effect on our financial condition and results of operations, could significantly limit or completely hinder our
ability to offer securities to investors and could cause the value of our securities to significantly decline or be worthless.

We
do not hold direct equity interest in Sancaijia, our consolidated variable interest entity. We rely on contractual arrangements with
Sancaijia and its shareholders for a large portion of our business operations, which may not be as effective as direct ownership in providing
operational control.

Sancai
Group Holding Ltd is a Cayman Islands holding company and does not hold direct equity interest in Sancaijia. We have relied and expect
to continue to rely on contractual arrangements with Sancaijia and its shareholders to operate our business. For a description of these
contractual arrangements, see “Corporate History and Structure.” These contractual arrangements may not be as effective as
direct ownership in providing us with control over our consolidated variable interest entity. For example, Sancaijia and its shareholders
could breach their contractual arrangements with us by, among other things, failing to conduct their operations, including maintaining
our website and using the domain names and trademarks, in an acceptable manner or taking other actions that are detrimental to our interests.

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 the 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.

If
we had direct ownership of Sancaijia, we would be able to exercise our rights as a shareholder to effect changes in the board of directors
of Sancaijia, 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 Sancaijia, and its shareholders of their obligations
under the contracts. The shareholders of Sancaijia 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 our business through the contractual arrangements
with Sancaijia. Although we have the right to replace any shareholder of Sancaijia under their respective contractual arrangements, if
any shareholder of Sancaijia is uncooperative or any dispute relating to these contracts remains unresolved, we will have to enforce
our rights under these contracts through the operations of PRC laws and arbitration, litigation and other legal proceedings and therefore
will be subject to uncertainties in the PRC legal system. See “— Any failure by Sancaijia, 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” below. Therefore, our contractual arrangements with Sancaijia, our consolidated variable interest entity, may
not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership would be. If we
are unable to assert our contractual control rights over the assets of the consolidated variable interest entity that conduct all of
our operations, our securities may decline in value or become worthless.

We
may not be able to consolidate the financial results of some of our affiliated companies or such consolidation could materially adversely
affect our operating results and financial condition.

All
of our business is conducted through Sancaijia, which currently is considered for accounting purposes as VIE, and we are considered the
primary beneficiary, enabling us to consolidate our financial results in our consolidated financial statements. In the event that in
the future the company we hold as a VIE would no longer meet the definition of a VIE, or we are deemed not to be the primary beneficiary,
we would not be able to consolidate line by line that entity’s financial results in our consolidated financial statements for PRC
purposes. Also, if in the future an affiliate company becomes a VIE and we become the primary beneficiary, we would be required to consolidate
that entity’s financial results in our consolidated financial statements for PRC purposes. If such entity’s financial results
were negative, this could have a corresponding negative impact on our operating results for PRC purposes. However, any material variations
in the accounting principles, practices, and methods used in preparing financial statements for PRC purposes from the principles, practices,
and methods generally accepted in the United States and in the SEC accounting regulations must be discussed, quantified, and reconciled
in financial statements for the United States and SEC purposes.

Any
failure by Sancaijia, 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 Sancai WFOE 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 Sancaijia were to refuse to transfer their equity interest
in Sancaijia 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
Related 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 if we are unable to assert our contractual control rights over the assets of the consolidated variable
interest entity, our securities may decline in value or become worthless..

The
shareholders of Sancaijia, our consolidated variable interest entity, may have potential conflicts of interest with us, which may materially
and adversely affect our business and financial condition.

The shareholders of the VIE may have potential
conflicts of interest with us. The interests of shareholders of Sancaijia may differ from the interests of our Company as a whole, as
what is in the best interests of the VIE, including matters such as whether to distribute dividends or to make other distributions to
fund our offshore requirement, may not be in the best interests of our Company. These shareholders may breach, or cause Sancaijia to
breach, the existing contractual arrangements we have with them and Sancaijia, which would have a material adverse effect on our ability
to effectively control Sancaijia and receive economic benefits from it. For example, the shareholders may be able to cause our agreements
with Sancaijia 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.

Currently, we do not have any arrangements
to address potential conflicts of interest between these shareholders and our Company. We, however, could, at all times, exercise our
call options under the exclusive call option agreement to cause them to transfer all of their equity interest in the VIE to Sancai WFOE
and/or any other entity or individual so designated by Sancai WFOE as permitted by the then applicable PRC laws. In addition, if such
conflicts of interest arise, Sancai WFOE could also, in the capacity of attorney-in-fact of the then existing shareholders of our consolidated
VIE as provided under the shareholder voting proxy agreement, directly appoint new directors of our consolidated VIE. We rely on the
shareholders of our consolidated VIE to comply with PRC laws and regulations, which protect contracts and provide that directors and
executive officers owe a duty of loyalty to our Company and require them to avoid conflicts of interest and not to take advantage of
their positions for personal gains. If we cannot resolve any conflict of interest or dispute between us and the shareholders of Sancaijia,
we would have to rely on legal proceedings, which could result in the disruption of our business and subject us to substantial uncertainty
as to the outcome of any such legal proceedings.

Contractual
arrangements in relation to Sancaijia, our consolidated variable interest entity, may be subject to scrutiny by the PRC tax authorities
and they may determine that we or Sancaijia 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 his 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 among Sancai WFOE, our wholly-owned subsidiary in China, Sancaijia, our consolidated
variable interest entity in China, and the shareholders of Sancaijia, 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 Sancai WFOE’s
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 Sancaijia for PRC tax purposes, which could in turn increase its tax liabilities without reducing the
tax expenses of Sancai WFOE. Furthermore, the PRC tax authorities may impose late payment fees and other penalties on Sancaijia for the
adjusted but unpaid taxes according to the applicable regulations. Our financial position could be materially and adversely affected
if our consolidated variable interest entity’s tax liabilities increase or if they are required to pay late payment fees and other
penalties.

We
may lose the ability to use and benefit from assets held by Sancaijia, our consolidated variable interest entity, that are material to
the operation of our business if the entity goes bankrupt or becomes subject to a dissolution or liquidation proceeding.

Sancaijia,
our consolidated variable interest entity, holds certain assets that are material to the operation of our business, including intellectual
property. Under the contractual arrangements, our consolidated variable interest entity may not and its shareholders may not cause it
to, in any manner, sell, transfer, mortgage or dispose of its assets or its legal or beneficial interests in the business without our
prior consent. However, in the event Sancaijia’s shareholders breach these contractual arrangements and voluntarily liquidate Sancaijia,
or Sancaijia declares bankruptcy and all or part of its assets become subject to liens or rights of third-party creditors, or are otherwise
disposed of without our consent, 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 Sancaijia undergoes a voluntary or involuntary liquidation proceeding,
independent 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, financial condition and results of operations.

We are a holding company, and the investors
will have ownership in a holding company that does not directly own all of its operation in China. We rely on the VIE, and its subsidiaries
for our operation in PRC. We also rely on dividends paid by our subsidiaries for our cash needs, and any limitation on the ability of
our subsidiaries to pay dividends to us, or any tax implications of making dividend payments to us, could have a material adverse effect
on our ability to pay dividends to holders of our Class A Ordinary Shares.

We are a holding company and the investors
will have ownership in a holding company that does not directly own all of its operation in China. We rely on the VIE, and its subsidiaries
for our operation in PRC. 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 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.

Substantial
uncertainties exist with respect to the interpretation and implementation of the newly enacted PRC Foreign Investment Law and its Implementation
Regulations and how they may impact the viability of our current corporate structure, corporate governance, business operations and financial
results.

On
March 15, 2019, the National People’s Congress approved the Foreign Investment Law, which came into effect on January 1,
2020 and replaced the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise
Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested 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 investments. However, since it is relatively new, uncertainties still exist in relation to its interpretation
and implementation. For instance, under the Foreign Investment Law, “foreign investment” refers to the investment activities
directly or indirectly conducted by foreign individuals, enterprises or other entities in China but it does not explicitly stipulate
the contractual arrangements as a form of foreign investment. On December 26, 2019, the State Council promulgated the Implementation
Regulations on the Foreign Investment Law, which came into effect on January 1, 2020. However, the Implementation Regulations on
the Foreign Investment Law still remains silent on whether contractual arrangements should be deemed as a form of foreign investment.

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. Though these
regulations do not explicitly classify contractual arrangements as a form of foreign investment, there is no assurance that foreign investment
via contractual arrangements would not be interpreted as a type of indirect foreign investment activities under the definition in the
future. In addition, the definition contains a catch-all provision which includes investments made by foreign investors through
means stipulated in laws or administrative regulations or other methods prescribed by the State Council. Therefore, the Foreign Investment
Law still leaves leeway for future laws, administrative regulations or provisions promulgated by the State Council to provide for contractual
arrangements as a form of foreign investment. In any of these cases, it will be uncertain whether our contractual arrangements will be
deemed to be in violation of the market access requirements for foreign investment under the PRC laws and regulations.

The Foreign Investment Law grants national
treatment to foreign-invested entities, except for those foreign-invested entities that operate in industries specified as either “restricted”
or “prohibited” from foreign investment in a “negative list.” The Foreign Investment Law provides that foreign-invested
entities operating in “restricted” or “prohibited” industries will require market entry clearance and other approvals
from relevant PRC government authorities. On June 30, 2019, the MOFCOM and the National Development and Reform Commission (the “NDRC”)
jointly issued the Negative List (Edition 2019). The latest version of the Negative List (Edition 2020) was issued on June 23, 2020,
which took effect on July 23, 2020 and supersede the previous lists. See “Regulations—Regulations relating to Foreign Investment-The
Guidance Catalogue of Industries for Foreign Investment.” The value-added telecommunications services that we conduct through our
consolidated VIE is subject to foreign investment restrictions/prohibitions set forth in Negative List (Edition 2020). It is unclear
whether any new “negative list” to be promulgated or amended under the PRC Foreign Investment Law will be different from
the foregoing lists that already exist. And it is uncertain whether our corporate structure will be deemed as violating foreign investment
rules as we are currently using the contractual arrangements to operate certain businesses in which foreign investors are currently prohibited
from or restricted to investing. If our control over the VIE through contractual arrangements are deemed as foreign investment in the
future, and any business of the VIE is “restricted” or “prohibited” from foreign investment under the then-effective
“negative list,” we may be deemed to be in violation of the Foreign Investment Law, the contractual arrangements that allow
us to have control over the VIE may be deemed as invalid and illegal, and we may be required to unwind such contractual arrangements
and/or restructure our business operations, any of which may have a material adverse effect on our business operation.

Furthermore,
if future laws, administrative regulations or provisions prescribed by the State Council mandate further actions to be taken by companies
with respect to existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in
a timely manner, or at all. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance
challenges could materially and adversely affect our current corporate structure, corporate governance and business operations.

Risks
Related to Doing Business in China

If
we fail to obtain or keep licenses, permits or approvals required for conducting our business in China, we may incur significant financial
penalties and other government sanctions.

The
internet information services industries in China are highly regulated by the PRC government. 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.

We
only have contractual control over our website. We do not directly own the website due to the restriction of foreign investment in businesses
providing value-added telecommunication services in China, including internet information provision services. This may significantly
disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects
on us. On September 25, 2000, the State Council issued the PRC Regulations on Telecommunications, or the Telecom Regulations, as last
amended on February 6, 2016, to regulate telecommunications activities in China. Pursuant to the Telecom Regulations, if operating telecommunications
business without authorization or beyond one’s scope of business, the State Council’s department in charge of the information
industry or the telecommunications administration authority of the province, autonomous region or municipality directly under the central
government shall ex officio order rectification of the matter, confiscate the illegal income and impose a fine of not less than three
times and not more than five times the illegal income; if there is no illegal income or if the illegal income is less than CNY50,000,
it shall impose a fine of not less than CNY100,000 and not more than CNY1 million; if the case is serious, it shall order the perpetrator
to suspend operations and undergo rectification.  

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.

Our online marketplace, operated by our consolidated
variable interest entity, Sancaijia, shall be deemed to be providing commercial internet information services, which would require Sancaijia
to obtain value-added telecommunications business operating license. Currently, we have obtained valid ICP and EDI License for provision
of internet information services and online data processing and transaction processing services through our PRC consolidated variable
interest entity, Sancaijia. Before we obtained the above Licenses, the VIE had engaged in a small amount of business activities that
are value-added telecommunications service (VATS) as defined in the PRC Regulations on Telecommunications (Telecom Regulations) and the
Classified Catalog of Telecommunications Services (Catalog) since July 2019. However, the Company confirms that as of the date of this
prospectus, the VIE has not received any punishment from local relevant authorities. The controlling shareholder of the VIE, Mr. Ning
Wen, through a guarantee letter dated August 31, 2020, promised to unconditionally and personally bear all the penalties and fines caused
by operating without the ICP and EDI licenses which may arise in the future. Furthermore, as we are providing mobile applications to
mobile device users, it is uncertain if Sancaijia will be required to obtain a separate operating license in addition to the ICP and
EDI License. Although we believe that not obtaining such separate license is in line with the current market practice, there can be no
assurance that we will not be required to apply for an operating license for mobile applications in the future. Due to the uncertainties
of interpretation and implementation of existing and future laws and regulations, the licenses we held may not be sufficient to meet
regulatory requirements, which may restrain our ability to expand our business scope and may subject us to fines or other regulatory
actions by relevant regulators if our practice is deemed as violating relevant laws and regulations. As we further develop and expand
our business scope, we may need to obtain additional qualifications, permits, approvals or licenses. Moreover, we may be required to
obtain additional licenses or approvals if the PRC government adopts more stringent policies or regulations for our 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.
Sancaijia owns the relevant domain names in connection with our value-added telecommunications business and has the necessary personnel
to operate our website. If, after obtaining its ICP license, Sancaijia fails to comply with the requirements for ICP license holders
as well as 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 Sancaijia, 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 business. We cannot assure you that we have obtained
all the permits or licenses required for conducting our business in China or will be able to maintain our 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 business, it has the power, among other things, to levy fines, confiscate our income, revoke our business licenses, and require us
to discontinue our relevant business or impose restrictions on the affected portion of our business. Any of these actions by the PRC
government may have a material adverse effect on our business and results of operations.

Uncertainties
with respect to the PRC legal system and changes in laws and regulations in China could adversely affect us.

We
conduct our business primarily through our PRC subsidiary, the VIE and subsidiaries of the VIE in China. Our operations in China are
governed by PRC laws and regulations. Our PRC subsidiary, the VIE and subsidiaries of the VIE are subject to laws and regulations applicable
to foreign-invested enterprises as well as various PRC laws and regulations generally applicable to companies incorporated in China.
The PRC legal system is based on written statutes where prior court decisions have limited value as precedents. However, 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.

From
time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Any administrative and court
proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC
administrative and court authorities have significant discretion in interpreting and implementing statutory provisions 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. These uncertainties may impede our ability to enforce the contracts we have entered into
and could materially and adversely affect our business and results of operations.

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 violation of any of these policies and rules until sometime
after the violation. Such unpredictability towards our contractual, property (including intellectual property) and procedural rights
could adversely affect our business and impede our ability to continue our operations.

In
addition, the PRC government has recently announced its plans to enhance its regulatory oversight of Chinese companies listing overseas.
The Opinions on Strictly Cracking Down on Illegal Securities Activities issued on July 6, 2021 called for:

On July 10, 2021, the Cyberspace Administration
of China issued a revised draft of the Measures for Cybersecurity Review for public comments, which proposes to authorize the relevant
government authorities to conduct cybersecurity review on a range of activities that affect or may affect national security, including
listings in foreign countries by companies that possess the personal data of more than one million users.

The
aforementioned policies and any related implementation rules to be enacted may subject us to additional compliance requirement in the
future. 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. The Chinese government may promulgate relevant laws, rules and regulations
that may impose additional and significant obligations and liabilities on overseas listed Chinese companies regarding data security,
cross-border data flow, and compliance with China’s securities laws. These laws and regulations can be complex and stringent, and
many are subject to change and uncertain interpretation, which could result in claims, change to our data and other business practices,
regulatory investigations, penalties, increased cost of operations, or declines in user growth or engagement, or otherwise affect our
business.

Changes
in China’s economic, political or social conditions or government policies could have a material adverse effect on our business
and results of operations and could significantly limit or completely hinder our ability to offer or continue to offer securities to
investors and cause the value of such securities to significantly decline or be worthless.

All
of our operations are located in China. Accordingly, our 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
financial condition and results of operations may be adversely affected by government control over capital investments or changes in
tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate 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 products and services and
materially and adversely affect our business and results of operations.

Furthermore, rules and regulations in China
can change quickly with little advance notice. The Chinese government may intervene or influence our operations at any time or may exert
more control over offerings conducted overseas and/or foreign invest in China-based issuers. We and the China based operating entities,
as well as our investors, face uncertainty about future actions by the Chinese government that could significantly affect our financial
performance and operations, including the enforceability of the VIE contractual arrangements. If future laws, administrative regulations
or provisions mandate further actions to be taken by companies with respect to existing VIE contractual arrangements, we may face substantial
uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure to take timely and appropriate measures
to adapt to any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure
and business operations. We may be forced to make material changes to our operation and the value of our Class A ordinary shares could
depreciate.

As of the date of this prospectus, there are
no laws, regulations or other rules require the China based operating entities to obtain permission or approvals from Chinese authorities
to list on U.S. exchanges, and neither we nor the China based operating entities have received or were denied such permission. However,
there is no guarantee that we or the China based operating entities will receive or not be denied permission from Chinese authorities
to list on U.S. exchanges in the future. Any actions by the Chinese government to exert more oversight and control over offerings that
are conducted overseas and/or foreign invest 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 be worthless.

The PRC government exerts substantial
influence over the manner in which we conduct our business activities. The PRC government may also intervene or influence our operations
at any time with little or no advance notice, which could result in a material change in our operations and our ordinary shares could
decline in value or become worthless.

We are currently not required to obtain approval
from Chinese authorities to list on U.S exchanges nor the execution of VIE Agreements, 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, continue to offer securities to investors, or materially affect the interest of the investors
and cause significantly depreciation of our price of ordinary shares.

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 the PRC may be significantly 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 with little or no advance notice 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 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 our operations in China.

For example, the Chinese cybersecurity regulator
announced on July 2, 2021, that it had begun an investigation of a U.S.-listed company with Chinese operations and two days later ordered
that the company’s app be removed from smartphone app stores. Similarly, our business segments may be subject to various government
and regulatory interference in the regions in which we operate. We could be subject to regulation by various political and regulatory
entities, including various local and municipal agencies and government sub-divisions. We may incur increased costs necessary to comply
with existing and newly adopted laws and regulations or penalties for any failure to comply.

Furthermore, it is uncertain when and whether
we will be required to obtain permission from the PRC government to list on U.S. exchanges or enter into VIE Agreements in the future,
and even when such permission is obtained, whether it will be denied or rescinded. Although we are 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
and or enter into VIE Agreements, our operations could be adversely affected, directly or indirectly, by existing or future laws and
regulations relating to our business or industry. Recent statements by the Chinese government indicating an intent, and the PRC government
may take actions to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in PRC-based
issuers, which could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause
the value of our securities to significantly decline or become worthless.

Regulation
and censorship of information disseminated over the internet in China may adversely affect our business, and we may be liable for information
displayed on, retrieved from or linked to our websites and mobile applications.

The
PRC government has adopted regulations governing internet access and the distribution of information over the internet. Under these regulations,
internet content providers and internet publishers are prohibited from posting or displaying over the internet content that, among other
things, impairs the national dignity of China, contains terrorism or extremism content, or is reactionary, obscene, superstitious, fraudulent
or defamatory, or otherwise violates PRC laws and regulations. Failure to comply with these requirements may result in the revocation
of licenses to provide internet content and the closure of the concerned websites and applications. The website operator may also be
held liable for such censored information displayed on or linked to the website.

In
addition, the MIIT has published regulations that subject website operators to potential liability for content displayed on their websites
and for the actions of users and others using their systems, including liability for violations of PRC laws prohibiting the dissemination
of content deemed to be socially destabilizing. The Ministry of Public Security has the authority to order any local internet service
provider to block any internet website at its sole discretion. From time to time, the Ministry of Public Security has stopped the dissemination
over the internet of information which it believes to be socially destabilizing. The State Administration for the Protection of State
Secrets is also authorized to block any website it deems to be leaking state secrets or failing to meet the relevant regulations relating
to the protection of state secrets in the dissemination of online information.

Although
we attempt to monitor the illicit content posted by users in our marketplace, we may not be able to effectively control or restrict illicit
content (including comments as well as pictures, videos and other multimedia content) generated or placed in our marketplace by our users.
To the extent that PRC regulatory authorities find any content displayed in our marketplace inappropriate, they may require us to limit
or eliminate the dissemination of such information in our marketplace. Failure to do so may subject us to liabilities and penalties and
may even result in the temporary blockage or complete shutdown of our online operations. If this were to happen, our business and results
of operations would be materially and adversely affected.

PRC regulation of loans to and direct
investment in PRC entities by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital
contributions to our PRC operating subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and
expand our business.

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.

Any
loans we extend to our PRC subsidiary, which are treated as foreign-invested enterprises under PRC law, cannot exceed the statutory limit
and must be registered with the local counterpart of the SAFE.

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 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 offering to the VIE and
our PRC subsidiary, and we may not be able to convert the net proceeds from this offering 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 offering and
to fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund
and expand our business.

Fluctuations
in exchange rates could have a material adverse effect on our results of operations and the price of our Class A Ordinary Shares.

The
value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political
and economic conditions in China and by China’s foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old
policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over
the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the
U.S. dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly
and unpredictably. On November 30, 2015, the Executive Board of the International Monetary Fund (IMF) completed the regular five-year
review of the basket of currencies that make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016,
Renminbi is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S.
dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the Renminbi has depreciated significantly in
the backdrop of a surging U.S. dollar and persistent capital outflows of China.

This
depreciation halted in 2017, and the RMB appreciated approximately 7% against the U.S. dollar during this one-year period. The Renminbi
in 2018 depreciated approximately by 5% against the U.S. dollar. Starting from the beginning of 2019, the Renminbi has depreciated significantly
against the U.S. dollar again. In early August 2019, the PBOC set the Renminbi’s daily reference rate at RMB7.0039 to $1.00, the
first time that the exchange rate of Renminbi to U.S. dollar exceeded 7.0 since 2008. With the development of the foreign exchange market
and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further
changes to the exchange rate system, and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in value
against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange
rate between the Renminbi and the U.S. dollar in the future.

There
remains significant international pressure on the Chinese government to adopt a flexible currency policy to allow the Renminbi to appreciate
against the U.S. dollar. Significant revaluation of the Renminbi may have a material and adverse effect on your investment. Substantially
all of our revenues and costs are denominated in Renminbi. Any significant revaluation of Renminbi may materially and adversely affect
our revenues, earnings and financial position, and the value of, and any dividends payable on, our Class A Ordinary Shares in U.S. dollars.

To
the extent that we need to convert U.S. dollars we receive from this offering into Renminbi for capital expenditures and working capital
and other business purposes, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount
we would receive from the conversion. Conversely, a significant depreciation of the Renminbi against the U.S. dollar may significantly
reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the price of our Class A Ordinary Shares, and
if we decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our Class A Ordinary Shares, strategic
acquisitions or investments or other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect
on the U.S. dollar amount available to us.

Very
limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into
any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging
transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge
our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict
our ability to convert Renminbi into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect
on your investment.

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

The
PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency
out of China. We receive substantially all of our net revenues in RMB. Under our current corporate structure, our Company in the Cayman
Islands relies on dividend payments from our PRC subsidiary to fund any cash and financing requirements we may have. Under existing PRC
foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange
transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore,
our PRC subsidiary is able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that
the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulation, such as the
overseas investment registrations by the beneficial owners of our Company who are PRC residents. But approval from or registration with
appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital
expenses such as the repayment of loans denominated in foreign currencies.

In
light of the flood of capital outflows of China in 2016 due to the weakening RMB, the PRC government has imposed more restrictive foreign
exchange policies and stepped up scrutiny of major outbound capital movement. More restrictions and substantial vetting process are put
in place by SAFE to regulate cross-border transactions falling under the capital account. The PRC government may also at its discretion
restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents
us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign
currencies to our shareholders.

We
must remit the offering proceeds to PRC before they may be used to benefit our business in the PRC, and this process may take a number
of months.

The
proceeds of this offering must be sent back to the PRC, and the process for sending such proceeds back to the PRC may take several months
after the closing of this offering. We may be unable to use these proceeds to grow our business until we receive such proceeds in the
PRC. In order to remit the offering proceeds to the PRC, we will take the following actions:

First,
we will open a special foreign exchange account for capital account transactions. To open this account, we must submit to State Administration
for Foreign Exchange (“SAFE”) certain application forms, identity documents, transaction documents, form of foreign exchange
registration of overseas investments by domestic residents, and foreign exchange registration certificate of the invested company.

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 materially. Ordinarily, the
process takes several months to complete but is required by law to be accomplished within 180 days of application. Until the abovementioned
approvals, the proceeds of this offering will be maintained in an interest-bearing account maintained by us in the United States.

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

We
are required under PRC laws and regulations to participate in various government sponsored employee benefit plans, including certain
social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain
percentages of salaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local government
from time to time at locations where we operate our businesses. The requirement of employee benefit plans has not been implemented consistently
by the local governments in China given the different levels of economic development in different locations. We did not pay, or were
not able to pay, certain social insurance or housing fund contributions for all of our employees and the amount we paid was lower than
the requirements of relevant PRC regulations. If we are determined by local authorities to fail to make adequate contributions to any
employee benefits as required by relevant PRC regulations, we may face late fees or fines in relation to the underpaid employee benefits.
As a result, our financial condition and results of operations may be materially and adversely affected.

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 MOFCOM 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.

Moreover,
the Anti-Monopoly Law requires that the MOFCOM shall be notified in advance of any concentration of undertaking if certain thresholds
are triggered. In addition, the security review rules issued by the MOFCOM 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 MOFCOM, 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 MOFCOM 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.

PRC
regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiary’s ability to increase its
registered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability and penalties
under PRC law.

In
July 2014, the 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, and its implementation guidelines,
which replaced the former circular commonly known as “SAFE Circular 75” promulgated by the SAFE on October 21, 2005. SAFE
Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities) to register with SAFE or its local branches
of the SAFE in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders
who are PRC residents and may be applicable to any offshore acquisitions that we make in the future.

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, will be required to register such investments with SAFE or its local branches. In addition,
any PRC resident who is a direct or indirect shareholder of a SPV, is required to update its filed 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. If any PRC shareholder of such SPV fails to make
the required registration or to update the previously filed 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 subsidiary in China. On February 13, 2015, SAFE promulgated the Circular
on Further Simplifying and Improving the Policies Concerning Foreign Exchange Control on Direct Investment, or SAFE Circular 13, which
became effective on June 1, 2015. Under SAFE Circular 13, applications for foreign exchange registration of inbound foreign direct investments
and outbound overseas direct investments, including those required under SAFE Circular 37, will be filed with qualified banks instead
of SAFE. The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE.

If
our shareholders who are PRC residents or entities do not complete their registration with the local SAFE branches, our PRC subsidiary
may be prohibited from distributing their profits and any proceeds from any reduction in capital, share transfer or liquidation to us,
and we may be restricted in our ability to contribute additional capital to our PRC subsidiary. Moreover, failure to comply with SAFE
registration requirements could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

All
of our shareholders who indirectly hold shares in the Company and who are known to us as being PRC residents have completed initial SAFE
registration in connection with our financings and will update their registration filings with SAFE under SAFE Circular 37 when any changes
should be registered under SAFE Circular 37.

However,
we may not at all times be fully aware or informed of the identities of all our shareholders or beneficial owners that are required to
make or update such registrations, and we cannot compel our shareholders or beneficial owners to comply with SAFE registration requirements.
As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC residents or entities have complied with,
and will in the future make or obtain 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 subsidiary,
could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiary’s
ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.

The approval of the CSRC may be required
in connection with this offering, and, if required, we cannot predict whether we will be able to obtain such approval. Any requirement
to obtain prior approval under the M&A Rules and/or any other regulations promulgated by relevant PRC regulatory agencies in the
future could delay this offering and failure to obtain any such approvals, if required, could have a material adverse effect on our business,
operating results and reputation as well as the trading price of our ordinary shares, and could also create uncertainties for this offering.

The
Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory
agencies requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and
controlled by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission, or the CSRC, prior to
the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

Our
PRC counsel, B&D Law Firm, has advised us based on their understanding of the current PRC laws, rules and regulations that the CSRC’s
approval is not required for the listing and trading of our Class A Ordinary Shares on Nasdaq in the context of this offering, given
that: (i) our PRC subsidiary was incorporated as a wholly foreign-owned enterprise by means of direct investment rather than by merger
or acquisition of equity interest or assets of a PRC domestic company owned by PRC companies or individuals as defined under the M&A
Rules that are our beneficial owners; (ii) the CSRC currently has not issued any definitive rule or interpretation concerning whether
offerings like ours under this prospectus are subject to the M&A Rules; and (iii) no provision in the M&A Rules clearly classifies
contractual arrangements as a type of transaction subject to the M&A Rules.

However, our PRC counsel has further advised
us that there remains some uncertainties as to how the M&A Rules will be interpreted or implemented in the context of an overseas
offering and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations
in any form relating to the M&A Rules. We cannot assure you that relevant PRC government agencies, including the CSRC, would reach
the same conclusion as we do. It is still uncertain how PRC governmental authorities will regulate overseas listing in general and whether
we are required to obtain any specific regulatory approvals. Furthermore, if the CSRC or other regulatory agencies later promulgate new
rules or explanations requiring that we obtain their approvals for this offering, we may be unable to obtain such approvals which could
significantly limit or completely hinder our ability to offer or continue to offer securities to our investors. If it is determined that
CSRC approval is required for this offering, we may face sanctions by the CSRC or other PRC regulatory agencies for failure to seek CSRC
approval for this offering. These sanctions may include fines and penalties on our operations in the PRC, limitations on our operating
privileges in the PRC, delays in or restrictions on the repatriation of the proceeds from this offering into the PRC, restrictions on
or prohibition of the payments or remittance of dividends by our PRC subsidiary, or other actions that could have a material and adverse
effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our Class
A Ordinary Shares. Furthermore, the CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable
for us, to halt this offering before the settlement and delivery of the Class A Ordinary Shares that we are offering. Consequently, if
you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of the Class A Ordinary
Shares we are offering, you would be doing so at the risk that the settlement and delivery may not occur.

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

Under
the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with “de facto management
body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its
global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises
full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise.
In 2009, the State Administration of Taxation, or SAT, issued the Circular on Issues Concerning the Identification of Chinese-Controlled
Overseas Registered Enterprises as Resident Enterprises in Accordance With the Actual Standards of Organizational Management, known as
SAT Circular 82, which has been revised by the Decision of the State Council on Cancellation and Delegation of a Batch of Administrative
Examination and Approval Items on November 8, 2013 and by the Decision of the State Administration of Taxation on Issuing the Lists of
Invalid and Abolished Tax Departmental Rules and Taxation Normative Documents on December 29, 2017. Circular 82 has provided certain
specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated
offshore is located in China. Further to SAT Circular 82, the SAT issued the Administrative Measures for Enterprise Income Tax of PRC-Controlled
Offshore Incorporated Resident Enterprises (Trial), or SAT Bulletin 45, effective 2011, to provide more guidance on the implementation
of SAT Circular 82. SAT Bulletin 45 clarified certain issues in the areas of resident status determination, post-determination administration
and competent tax authorities’ procedures.

According
to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as
a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income
tax on its global income only if all of the following conditions are met: (i) the places where the senior management and senior management
departments responsible for the daily production, operation and management of the enterprise perform their duties are mainly located
within the territory of the PRC; (ii) decisions relating to the enterprise’s financial matters (such as money borrowing, lending,
financing and financial risk management) and human resource matters (such as appointment, dismissal and salary and wages) are made or
are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records,
company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members
or senior executives habitually reside in the PRC. Although SAT Circular 82 and SAT Bulletin 45 only apply to offshore incorporated enterprises
controlled by PRC enterprises or PRC enterprise groups and not those controlled by PRC individuals or foreigners, the determination criteria
set forth therein may reflect the SAT’s general position on how the term “de facto management body” could be applied
in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, individuals
or foreigners. Although SAT Circular 82 and SAT Bulletin 45 only apply to offshore incorporated enterprises controlled by PRC enterprises
or PRC enterprise groups and not those controlled by PRC individuals or foreigners, the determination criteria set forth therein may
reflect the SAT’s general position on how the term “de facto management body” could be applied in determining the tax
resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, individuals or foreigners.

In
addition, the SAT issued the Announcement of the State Administration of Taxation on Issues concerning the Determination of Resident
Enterprises Based on the Standards of Actual Management Institutions in January 2014 to provide more guidance on the implementation of
SAT Circular 82. This bulletin further provides that, among other things, an entity that is classified as a “resident enterprise”
in accordance with the circular shall file the application for classifying its status of residential enterprise with the local tax authorities
where its main domestic investors are registered. From the year in which the entity is determined to be a “resident enterprise,”
any dividend, profit and other equity investment gain shall be taxed in accordance with the enterprise income tax law and its implementing
rules.

We
believe that none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. See “Regulation — Regulations
on Tax — PRC Enterprise Income Tax.” However, the tax resident status of an enterprise is subject to determination by the
PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If
the PRC tax authorities determine that our Cayman Islands holding company or any British Virgin Islands or Hong Kong subsidiary is a
PRC resident enterprise for enterprise income tax purposes, its world-wide income could be subject to PRC tax at a rate of 25%, which
could reduce our net income. We will also be required to comply with PRC enterprise income tax reporting obligations. In addition, we
may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, and non-resident
enterprise shareholders may be subject to PRC tax on gains realized on the sale or other disposition of Class A Ordinary Shares, if such
income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to our non-PRC
individual shareholders and any gain realized on the transfer of Class A Ordinary Shares by such shareholders may be subject to PRC tax
at a rate of 20% unless a reduced rate is available under an applicable tax treaty. Although our holding company is incorporated in the
Cayman Islands, it remains unclear whether dividends received and gains realized by our non-PRC shareholders will be regarded as income
from sources within the PRC and whether non-PRC shareholders of our Company would be able to claim the benefits of any tax treaties between
their country of tax residence and the PRC, in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the
returns on your investment in our Class A Ordinary Shares.

We
may not be able to obtain certain benefits under relevant tax treaty on dividends paid by our PRC subsidiary to us through our Hong Kong
subsidiary.

We
are a holding company incorporated in the Cayman Islands and as such rely on dividends and other distributions on equity from our PRC
subsidiary to satisfy part of our liquidity requirements. Pursuant to the PRC Enterprise Income Tax Law, a withholding tax rate of 10%
currently applies to dividends paid by a PRC “resident enterprise” to a foreign enterprise investor, unless any such foreign
investor’s jurisdiction of incorporation has a tax treaty with China that provides for preferential tax treatment.

Pursuant
to the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and
Tax Evasion on Income, or the Double Tax Avoidance Arrangement came into effect on December 8, 2006, and four conventions implemented
as of June 11, 2008, December 20, 2010, December 29, 2015 and December 6, 2019, such withholding tax rate may be lowered to 5% if a Hong
Kong resident enterprise owns no less than 25% of a PRC enterprise. Under the Circular on Certain Issues with Respect to the Enforcement
of Dividend Provisions in Tax Treaties issued in February 2009 by the SAT, the taxpayer needs to satisfy certain conditions to enjoy
the benefits under a tax treaty. These conditions include: (i) the taxpayer must be the beneficial owner of the relevant dividends, and
(ii) the corporate shareholder to receive dividends from the PRC subsidiary must have met the direct ownership thresholds during the
12 consecutive months preceding the receipt of the dividends. However, if the main purpose of an offshore arrangement is to obtain a
preferential tax treatment, the PRC tax authorities have the discretion to adjust the preferential tax rate enjoyed by the relevant offshore
entity. Further, the SAT promulgated the Notice on How to Understand and Recognize the “Beneficial Owner” in Tax Treaties
in 2009, which limits the “beneficial owner” to individuals, enterprises or other organizations normally engaged in substantive
operations, and sets forth certain detailed factors in determining “beneficial owner” status; and based on the Announcement
on Certain Issues with Respect to the “Beneficial Owner” in Tax Treaties, issued on February 3, 2018, and effective on April
1, 2018, that the business activities conducted by the applicant do not constitute substantive business activities is one of the factors
which are not conductive to the determination of an applicant’s status as a “beneficial owner.”

In addition, the Administrative Measures for
Non-Resident Enterprises to Enjoy Treatments under Tax Treaties, or SAT Public Notice No.60, which became effective in August 2015, require
non-resident enterprises to determine whether they are qualified to enjoy the preferential tax treatment under the tax treaties and file
relevant report and materials with the tax authorities. In October 2019, the State Administration of Taxation (SAT) issued the Announcement
of the SAT on Issuing the Measures for the Administration of Non-resident Taxpayers’ Enjoyment of Treaty Benefits (SAT Public Notice
No.35), which took effect on January 1, 2020, while SAT Public Notice No.60 will be abolished at the same time. SAT Public Notice No.35
stipulates that non-resident taxpayers can enjoy tax treaty benefits via the “self-assessment of eligibility, claiming treaty benefits,
retaining documents for inspection” mechanism. There are also other conditions for enjoying the reduced withholding tax rate according
to other relevant tax rules and regulations. As of and September 30, 2021 and 2020, we did not record any withholding tax on the
retained earnings of our subsidiary in the PRC as we intended to re-invest all earnings generated from our PRC subsidiary for the operation
and expansion of our business in China, and we intend to continue this practice in the foreseeable future. Should our tax policy change
to allow for offshore distribution of our earnings, we would be subject to a significant withholding tax. We cannot assure you that our
determination regarding our qualification to enjoy the preferential tax treatment will not be challenged by the relevant tax authority
or we will be able to complete the necessary filings with the relevant tax authority and enjoy the preferential withholding tax rate
of 5% under the Double Taxation Arrangement with respect to dividends to be paid by our PRC subsidiary to our Hong Kong subsidiary.

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

On February 3, 2015, the SAT issued the Announcement
of the State Administration of Taxation on Several Issues Relating to Enterprise Income Tax of Transfers of Assets between Non-resident
Enterprises, or SAT Bulletin 7, as amended in 2017, which partially replaced and supplemented previous rules under the Notice on Strengthening
Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, issued by the SAT on
December 10, 2009. Pursuant to the SAT Bulletin 7, an “indirect transfer” of assets of a PRC resident enterprise, including
equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer
of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding
payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax.
According to the SAT Bulletin 7, “PRC taxable assets” include assets attributed to an establishment in China, immovable properties
located in China, and equity investments in PRC resident enterprises, in respect of which gains from their transfer by a direct holder,
being a non-PRC resident enterprise, would be subject to PRC enterprise income taxes. When determining whether there is a “reasonable
commercial purpose” of the transaction arrangement, features to be taken into consideration include: whether the main value of the
equity interest of the relevant offshore enterprise derives from PRC taxable assets; whether the assets of the relevant offshore enterprise
mainly consists of direct or indirect investment in China or if its income mainly derives from China; whether the offshore enterprise
and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual
function and risk exposure; the duration of existence of the business model and organizational structure; the replicability of the transaction
by direct transfer of PRC taxable assets; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements.
In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise
income tax filing of the PRC establishment or place of business being transferred, and would consequently be subject to PRC enterprise
income tax at a rate of 25%. Where the underlying transfer relates to the immovable properties located in China or to equity investments
in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise
income tax of 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements,
and the party who is obligated to make the transfer payments has the withholding obligation. Where the payer fails to withhold any or
sufficient tax, the transferor is required to declare and pay such tax to the competent tax authority by itself within the statutory time
limit. Late payment of applicable tax will subject the transferor to default interest. Currently, SAT Bulletin 7 does not apply to income
derived by a non-resident enterprise from indirect transfer of taxable assets in PRC through buying and selling the equity securities
of the same listed overseas enterprise on the open market.

On October 17, 2017, SAT promulgated the Announcement
of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source or SAT Bulletin
37, which became effective on December 1, 2017, and SAT Circular 698 then was repealed with effect from December 1, 2017. SAT Bulletin
37, among other things, simplified procedures of withholding and payment of income tax levied on non-resident enterprises. SAT Bulletin
37 further details and clarifies the tax withholding methods in respect of income of non-resident enterprises under SAT Circular 698.
And certain rules stipulated in SAT Bulletin 7 are replaced by SAT Bulletin 37. Where the non-resident enterprise fails to declare the
tax payable pursuant to Article 39 of the Enterprise Income Tax Law, the tax authority may order it to pay the tax due within required
time limits, and the non-resident enterprise shall declare and pay the tax payable within such time limits specified by the tax authority;
however, if the non-resident enterprise voluntarily declares and pays the tax payable before the tax authority orders it to do so within
required time limits, it shall be deemed that such enterprise has paid the tax in time.

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

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

We are an exempted company incorporated under
the laws of the Cayman Islands, we conduct substantially all of our operations in China and our assets are located in China. In addition,
most of our senior executive officers reside within China for a significant portion of the time and most are PRC nationals. As a result,
it may be difficult for you to effect service of process upon us or those persons inside mainland China. It may also be difficult for
you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities
laws against us and our officers and directors who reside and whose assets are located outside the United States. In addition, there is
uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or
such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.

The recognition and enforcement of foreign judgments
are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements
of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of
reciprocity between jurisdictions. China does not have any treaties or other forms of reciprocity with the United States that provide
for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts
will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles
of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would
enforce a judgment rendered by a court in the United States.

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 Cayman Islands 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 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.

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 the price of our Class A Ordinary Shares. 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 business.
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 Class A Ordinary Shares.

Increases in labor
costs and enforcement of stricter labor laws and regulations in the PRC may adversely affect our business and our profitability.

China’s overall economy and the average
wage in China have increased in recent years and are expected to continue to grow. The average wage level for our employees has also increased
in recent years. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able
to pass on these increased labor costs to those who pay for our services, our profitability and results of operations may be materially
and adversely affected.

Pursuant to the PRC Labor Contract Law and its
implementation rules, 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. Compliance with the labor contract law
and its implementation rules may increase our operating expenses, in particular our personnel expenses. In the event that we decide to
terminate some of our employees or otherwise change our employment or labor practices, the PRC Labor Contract Law and its implementation
rules may limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business
and results of operations.

On October 28, 2010, the SCNPC promulgated the
Law on Social Insurance of the PRC, effective on July 1, 2011 and was last amended in December 2018. On April 3, 1999, the State Council
promulgated the Regulations on the Administration of Housing Provident Fund, which was amended on March 24, 2002 and March 24, 2019. Companies
registered and operating in China are required under the Law on Social Insurance of the PRC and the Regulations on the Administration
of Housing Provident Fund to apply for social insurance registration and housing fund deposit registration within 30 days of their establishment
and to pay for their employees different social insurance including pension insurance, medical insurance, work-related injury insurance,
unemployment insurance and maternity insurance to the extent required by law. We could be subject to orders by the competent labor authorities
for rectification and failure to comply with the orders may further subject us to administrative fines. See “Regulations-Regulations
on Labor Protection”.

As the interpretation and implementation of labor-related
laws and regulations are still evolving, we cannot assure you that our employment practices do not and will not violate labor-related
laws and regulations in China, which may subject us to labor disputes or government investigations, and we may thus be subject to related
penalties, fines or legal fees. We cannot assure you that we have complied or will be able to comply with all labor-related law and regulations
including those relating to obligations to make social insurance payments and contribute to the housing provident funds. If we are deemed
to have violated relevant labor laws and regulations, we could be required to provide additional compensation to our employees and our
business, financial condition and results of operations will be adversely affected.

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

Under PRC law, legal documents for corporate transactions
are executed using the chops or seal of the signing entity or with the signature of a legal representative whose designation is registered
and filed with the relevant branch of the Administration of Industry and Commerce.

Although we usually utilize chops to enter into
contracts, the designated legal representatives of our PRC subsidiary, the VIE and its subsidiaries have the apparent authority to enter
into contracts on behalf of such entities without chops and bind such entities. All designated legal representatives of our PRC subsidiary,
the VIE and its subsidiaries are members of our senior management team who have signed employment agreements with us or our PRC subsidiary,
or the VIE or its subsidiaries under which they agree to abide by various duties they owe to us. In order to maintain the physical security
of our chops and chops of our PRC entities, we generally store these items in secured locations accessible only by the authorized personnel
in the legal or finance department of our PRC subsidiary, the VIE and its subsidiaries. Although we monitor such authorized personnel,
there is no assurance such procedures will prevent all instances of abuse or negligence. To the extent those chops are not kept safe,
are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely
and adversely compromised and those corporate entities may be bound to abide by the terms of any documents so chopped, even if they were
chopped by an individual who lacked the requisite power and authority to do so. Accordingly, if any of our authorized personnel misuse
or misappropriate our corporate chops or seals, we could encounter difficulties in maintaining control over the relevant entities and
experience significant disruptions in our operations. If a designated legal representative obtains control of the chops in an effort to
obtain control over our PRC subsidiary, the VIE and its subsidiaries, we or our PRC subsidiary, the VIE or its subsidiaries would need
to pass a new shareholder or board resolution to designate a new legal representative and we would need to take legal action to seek the
return of the chops, apply for new chops with the relevant authorities, or otherwise seek legal redress for the violation of the representative’s
fiduciary duties to us, which could involve significant time and resources and divert management attention away from our regular business.
In addition, the affected entity may not be able to recover corporate assets that are sold or transferred out of our control in the event
of such a misappropriation if a transferee relies on the apparent authority of the representative and acts in good faith.

We may be liable for improper use
or appropriation of personal information provided by our customers.

We may become subject to a variety of laws
and regulations in the PRC where we operate 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.

We
expect to obtain information about various aspects of our operations as well as regarding our employees and third parties. We
also maintain information about various aspects of our operations as well as regarding our employees. The integrity and protection of
our customer, employee and company data is critical to our business. Our 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 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 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. On June 10, 2021, the Standing Committee of the NPC promulgated the PRC Data Security Law,
which took effective 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. Notwithstanding, the Data Security Law mostly contains
principle requirements and more specific implementation rules have not been promulgated yet. 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 products and services and
could have an adverse impact on our 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.

On August 20, 2021, the Standing Committee
of the National People’s Congress of China promulgated the Personal Information Protection Law, or the PIPL, which took effect
on November 1, 2021. In addition to other rules and principles of personal information processing, the PIPL specifically provides rules
for processing sensitive personal information. Sensitive personal information refers to personal information that, once leaked or illegally
used, could easily lead to the infringement of human dignity or harm to the personal or property safety of an individual, including biometric
recognition, religious belief, specific identity, medical and health, financial account, personal whereabouts and other information of
an individual, as well as any personal information of a minor under the age of 14. Only where there is a specific purpose and sufficient
necessity, and under circumstances where strict protection measures are taken, may personal information processors process sensitive
personal information. A personal information processor shall inform the individual of the necessity of processing such sensitive personal
information and the impact thereof on the individual’s rights and interests. As uncertainties remain regarding the interpretation
and implementation of the PIPL, we cannot assure you that we will comply with the PIPL in all respects. We may also become subject to
fines and/or other penalties which may have material adverse effect on our business, operations and financial condition.

Compliance with the Cybersecurity Law, the
PRC National Security Law, the Data Security Law, the Cybersecurity Review Measures, the Personal Information Protection Law, as well
as additional laws and regulations that PRC regulatory bodies may enact in the future, may result in additional expenses to us and subject
us to negative publicity, which could harm our reputation among users and negatively affect the trading price of our Class A ordinary
shares in the future. As of the date of this prospectus, we do not expect that the current PRC laws on cybersecurity or data security
would have a material adverse impact on our business operations and this offering. 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. PRC regulators, including the Department of Public
Security, the MIIT, the SAMR and the Cyberspace Administration of China, have been increasingly focused on regulation in the areas of
data security and data protection and are enhancing the protection of privacy and data security by rule-making and enforcement actions
at central and local levels. We expect that these areas will receive greater and continued attention and scrutiny from regulators and
the public going forward, which could increase our compliance costs and subject us to heightened risks and challenges associated with
data security and protection. 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.

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 relevant business, shut down our website, or face other penalties, which could materially and adversely affect our business,
financial condition, and results of operations.

Risks Related to Our Public Offering and Ownership
of Our Class A Ordinary Shares

The dual class
structure of our Class A Ordinary Shares and Class B Ordinary Shares has the effect of concentrating voting control with our CEO, directors
and their affiliates.

As of the date of this prospectus, the authorized
share capital of the Company is $50,000 divided into 400,000,000 Class A Ordinary Shares with a par value of $0.0001 per share and 100,000,000
Class B Ordinary Shares with a par value of $0.0001 per share, of which 10,000,000 Class A Ordinary Shares and 1,500,000 Class B Ordinary
Shares are outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class
on all matters submitted to a vote by the shareholders. Each Class A Ordinary Share has one (1) vote and each Class B Ordinary Share
has ten (10) votes. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder
thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Each Class B Ordinary
Share may only be issued to Mr. Ning Wen, Mr. Lizhi He, Lizhen Tang, Mr. Zhijie Zhang and the Company’s or its subsidiaries employees
or those entities of which any of its principal shareholders is an employee of the Company or its subsidiaries. Termination of such employment
with the Company or its subsidiaries shall immediately result in the conversion of any and all issued and outstanding Class B Ordinary
Shares held by such shareholder into the equivalent number of Class A Ordinary Shares. Upon any sale, transfer, assignment or disposition
of any Class B Ordinary Share by the holder to any person or entity which is not a qualified holder of Class B Ordinary Shares,
such Class B Ordinary Shares shall be automatically and immediately converted into the equivalent number of Class A Ordinary
Shares. The currently Class B Ordinary Shares outstanding are beneficially owned by our Chief Executive Officer, Mr. Ning Wen, and by
Mr. Lizhen Tang, a principal stockholder, and collectively represent 60% of the aggregate voting power of our currently outstanding Ordinary
Shares as of the date hereof. Because of the ten-to-one voting ratio between our Class B and Class A Ordinary Shares, the holders of
our Class B Ordinary Shares collectively will continue to control a majority of the combined voting power of our Ordinary Shares and
therefore be able to control all matters submitted to our shareholders for approval so long as the shares of Class B Ordinary Shares
represent at least 52% of the voting power of all outstanding Ordinary Shares. This concentrated control will limit the ability of holders
of Class A Ordinary Shares to influence corporate matters for the foreseeable future. Future transfers by holders of Class B Ordinary
Shares will generally result in those shares converting to Class A Ordinary Shares. The conversion of Class B Ordinary Shares to Class
A Ordinary Shares will have the effect, over time, of increasing the relative voting power of those holders of Class B Ordinary Shares
who retain their shares in the long term. If, for example, Mr. Wen retains a significant portion of his holdings of Class B Ordinary
Shares for an extended period of time, he could, in the future, continue to control a majority of the combined voting power of our outstanding
Class A Ordinary Shares and Class B Ordinary Shares. 

Our CEO has control
over key decision making as a result of his control of a majority of our voting shares.

Our Founder, CEO, and our Chairman of the Board,
Mr. Ning Wen, has voting rights with respect to an aggregate of 7,300,000 Ordinary Shares, on an as converted basis (6,300,000 Class A
Ordinary Shares and 1,000,000 Class B Ordinary Shares), representing 65.2% of the voting power of our outstanding Ordinary Shares as of
the date hereof. As a result, Mr. Wen has the ability to control the outcome of matters submitted to our shareholders for approval, including
the election of directors and any merger, consolidation, or sale of all or substantially all of our assets. In addition, Mr. Wen has the
ability to control the management and affairs of our Company as a result of his position as our CEO and his ability to control the election
of our directors. Additionally, in the event that Mr. Wen controls our Company at the time of his death, control may be transferred to
a person or entity that he designates as his successor. As a board member and officer, Mr. Wen owes a fiduciary duty to our company and
must act in good faith in a manner he reasonably believes to be in the best interests of our company. As a beneficial shareholder, even
a controlling beneficial shareholder, Mr. Wen is entitled to vote his shares, and shares over which he has voting control as a result
of voting agreements, in his own interests, which may not always be in the interests of our shareholders generally.

As a “controlled
company” under the rules of the Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements
that could have an adverse effect on our public shareholders.

Our directors and officers beneficially own
a majority of the voting power of our outstanding Ordinary Shares. Under the Rule 4350I of the Nasdaq Capital Market, a company of which
more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect
not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent,
as defined in the Nasdaq Capital Market Rules, and the requirement that our compensation and nominating and corporate governance committees
consist entirely of independent directors. Although we do not intend to rely on the “controlled company” exemption under
the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company”
exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance
and compensation committees might not consist entirely of independent directors. Accordingly, during any time while we remain a controlled
company relying on the exemption and during any transition period following a time when we are no longer a controlled company, you would
not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq Capital Market corporate governance
requirements. Our status as a controlled company could cause our Class A Ordinary Share to look less attractive to certain investors
or otherwise harm our trading price.

We are an “emerging
growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make
our Class A Ordinary Shares less attractive to investors.