UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the Fiscal year ended March 31, 2025

OR

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

For the transition period from __________ to __________

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

Date of event requiring this shell company report________

Commission file number: 001-40724

Ridgetech, Inc.

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English)

Ming Zhao

5th Floor, Building 6, No. 100, 18th Street, BaiyangSub-district,

Qiantang District, Hangzhou City, Zhejiang Province

People’s Republic of China, 310008

Tel: +86-571-88219579

(Name, telephone, Email and/or facsimile numberand address of company contact person)

Securities registered or to be registered pursuantto Section 12(b) of the Act:

Securities registered or to be registered pursuantto Section 12(g) of the Act:

none

(Title of Class)

Securities for which there is a reporting obligationpursuant to Section 15(d) of the Act:

none

(Title of Class)

Indicate the number of outstandingshares of each of the issuer’s classes of capital or ordinary shares as of the close of the period covered by the annual report.5,855,009 ordinary shares and 0 preferred shares outstanding as of March 31, 2025.

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

If this report is an annualor transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934. ☐ Yes ☒No

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

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

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

If an emerging growth companythat prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) ofthe Exchange Act. ☐

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

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

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

Indicate by check mark whichbasis of accounting the registrant has used to prepare the financial statements included in this filing.

If “Other” hasbeen checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected tofollow. Item 17 ☐ Item 18 ☐

If this is an annual report,indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes ☒ No

In this annual report:

Special Note Regarding Forward-looking Statements

This report contains forward-lookingstatements. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerningfuture events or future performance of the registrant. Readers are cautioned not to place undue reliance on these forward-looking statements,which are only predictions and speak only as of the date hereof. Forward-looking statements include, among other things, the informationconcerning our possible future results of operations, business and growth strategies, financing plans, expectations that regulatory developmentsor other matters will or will not have a material adverse effect on our business or financial condition, our competitive position andthe effects of competition, the projected growth of the industry in which we operate, and the benefits and synergies to be obtained fromour completed and any future acquisitions, and statements of our goals and objectives, and other similar expressions concerning mattersthat are not historical facts. Forward-looking statements usually, but not always, contain the words “estimate,” “anticipate,”“believe,” “expect,” or similar expressions, or the negative of those words and expressions, as well as statementsin future tense, and are subject to numerous known and unknown risks and uncertainties that are beyond our ability to control or estimateprecisely. In evaluating such statements, prospective investors should carefully review various risks and uncertainties identified inthis report, including the matters set forth under the captions “Risk Factors” and in the registrant’s other SEC filings.These risks and uncertainties could cause the registrant’s actual results to differ materially from those indicated in, or impliedby, the forward-looking statements. The registrant undertakes no obligation to update or publicly announce revisions to any forward-lookingstatements to reflect future events or developments, except as may be required by law.

Although forward-looking statementsin this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently knownby us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes maydiffer materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could causeor contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading“Risks Relating to Our Business” below, as well as those discussed elsewhere in this report. Readers are urged notto place undue reliance on these forward-looking statements, which speak only as of the date of this report. We file reports with theSecurities and Exchange Commission (the “SEC”). You can read and copy any materials we file with the SEC at our internet addressat www.ridgetch.com. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements,and other information regarding issuers that electronically file with or furnish information to, the SEC, including the registrant. Thecontents of any website references in this report do not form part of this report.

We undertake no obligationto revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of thisreport, except as may be required by law. Readers are urged to carefully review and consider the various disclosures made throughout theentirety of this report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition,results of operations and prospects.

TABLE OF CONTENTS

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENTAND ADVISERS.

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE.

Not applicable.

ITEM 3. KEY INFORMATION.

Our Holding Corporate Structure

Ridgetech, Inc., formerlyknown as China Jo-Jo Drugstores, Inc. (“Ridgetech”, the “Company”, “we”, “our”, or “us”)is not a Chinese operating company but a holding company incorporated in the Cayman Islands. The Cayman Islands holding company has nomaterial operations of its own. The operations are conducted through our operating entities established in the PRC, including, prior tothe Restructuring Transactions described below, through the VIEs by contractual arrangements by and among Zhejiang Jiuxin Investment ManagementCo. Ltd. (“Jiuxin Investment”) and HJ Group. We did not have any equity ownership in the business of the VIEs. Instead, wereceived the economic benefits of the VIEs, were the primary beneficiary for accounting purposes, and consolidated VIEs’ financialstatements through the VIE Agreements to the extent we satisfied the conditions for consolidation of the VIEs under U.S. GAAP. The VIEstructure was used to provide contractual exposure to foreign investment in Chinese-based companies where Chinese law prohibits directforeign investment in the operating companies, and that investors may never directly hold equity interests in the Chinese operating entities.As disclosed further below under Item 4. Information on the Company -History and Development of the Company, on February28, 2025, the Company acquired all of the issued and outstanding ordinary shares of Ridgeline International Limited (“Ridgeline”)from Mr. Lingtao Kong (the “Acquisition”). Concurrently with the Acquisition, the Company sold all equity in Jiuxin Investmentto Mr. Lei Liu, our former Chief Executive Officer and Chairman of the Board, and Ms. Li Qi, a former director of the Company (the “Divestiture,”collectively with the Acquisition, the “Restructuring Transactions”). Following the Restructuring Transactions, the Companyno longer has any VIE within its corporate structure.

The following diagrams illustrateour corporate structure before the Restructuring Transactions and after the Restructuring Transactions (which also reflects the structureas of the date of this report), respectively.

Before the Restructuring Transactions:

After the Restructuring Transactions (alsoas of the date of this annual report):

Our Business Operations in China

We are subject to certainlegal and operational risks associated with the operations of our subsidiaries in China. PRC laws and regulations governing our currentbusiness operations are sometimes vague and uncertain. The Chinese government has significant authority and may exercise significant oversightand discretion over our ability, as offshore holding company that has most of the operations in China, to conduct our business, acceptforeign investments or list on an U.S. or other foreign exchanges, and may intervene in or influence our operations at any time. Theserisks may result in significant depreciation of the value of our ordinary shares, or a complete hindrance of our ability to offer or continueto offer our securities to investors.

Rules and regulations in Chinacan change quickly with little advance notice. In recent years, the PRC government initiated a series of regulatory actions and statementsto regulate business operations in China, including cracking down on illegal activities in the securities market, enhancing supervisionover China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurityreviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertainhow soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailedimplementations and interpretations will be modified or promulgated, if any, and the potential impact of such modified or new laws andregulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. or other foreignexchange.

Adverse regulatory developmentsin China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adoptedby the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companieslike us with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosurerequirements. In addition, uncertainties with respect to the PRC legal system could adversely affect us.

The recent regulatory developmentsin China, in particular with respect to restrictions on China-based companies raising capital offshore, may lead to additional regulatoryreview in China over our financing and capital raising activities in the United States. In addition, we may be subject to industry-wideregulations that may be adopted by the relevant PRC authorities, which may have the effect of limiting our service offerings, restrictingthe scope of our operations in China, or causing the suspension or termination of our business operations in China entirely, all of whichwill materially and adversely affect our business, financial condition and results of operations. We may have to adjust, modify, or completelychange our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedialaction adopted by us can be completed in a timely, cost-efficient, or liability-free manner or at all.

On July 30, 2021, in responseto the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement askingthe SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies before their registrationstatements will be declared effective. On August 1, 2021, the China Securities Regulatory Commission (the “CSRC”) stated ina statement that it had taken note of the new disclosure requirements announced by the SEC regarding the listings of Chinese companiesand the recent regulatory development in China, and that both countries should strengthen communications on regulating China-related issuers.To the best knowledge of this Company, as of the date of this annual report, current Chinese laws and regulations do not forbid us fromissuing securities overseas. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offeringand Listing by Domestic Companies (the “Trial Measures”), which took effect on March 31, 2023. The Company will need to fileaccordingly with the CSRC within 3 working days after any future offering is completed. See “Item 3. Key Information - D. Risk Factor- Adverse regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirementsand regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additionalcompliance requirements for companies like us with significant China-based operations, all of which could increase our compliance costs,subject us to additional disclosure requirements. In addition, uncertainties with respect to the PRC legal system could adversely affectus” for more details.

Holding Foreign Companies Accountable Act

On May 20, 2020 and on December2, 2020, the U.S. Senate passed and the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act (“HFCAA”)requiring a foreign company to certify it is not owned or controlled by a foreign government if the Public Company Accounting OversightBoard (the “PCAOB”) is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection.If the PCAOB is unable to inspect the Company’s auditors for three consecutive years, the issuer’s securities are prohibitedto trade on a U.S. stock exchange. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law. The PCAOBissued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registeredpublic accounting firms headquartered in: (1) mainland China of the PRC because of a position taken by one or more authorities in mainlandChina; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authoritiesin Hong Kong. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”),which was signed into law on December 29, 2022. The AHFCAA amended the HFCAA and reduced the number of consecutive non-inspection yearsrequired for triggering the prohibitions under the HFCAA from three years to two. On August 26, 2022, the PCAOB announced and signed aStatement of Protocol (the “Protocol”) with the China Securities Regulatory Commission and the Ministry of Finance of thePeople’s Republic of China. The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements andpotential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectorsand investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed;(3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates. OnDecember 15, 2022, the PCAOB issued a new Determination Report which: (1) vacated the December 16, 2021 Determination Report; and (2)concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. The December 15, 2022Determination Report cautions, however, that authorities in the PRC might take positions at any time that would prevent the PCAOB fromcontinuing to inspect or investigate completely. As required by the HFCAA, if in the future the PCAOB determines it no longer can inspector investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whetherit should issue a new determination. Our auditor is headquartered in Irvine, California and will be inspected by the PCAOB on a regularbasis. Our auditor is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’scompliance with the applicable professional standards. Please see “Item 3. Key Information - D. Risk Factor - Our auditor,YCM CPA Inc., is headquartered in California, and is subject to inspection by the PCAOB on a regular basis. To the extent that our independentregistered public accounting firm’s audit documentation related to their audit reports for our company become located in China,the PCAOB may not be able inspect such audit documentation and, as such, you may be deprived of the benefits of such inspection and ourordinary shares could be delisted from the stock exchange pursuant to the Holding Foreign Companies Accountable Act” formore details.

Cash Transfer

Our holding company, subsidiaries,and prior to the Restructuring Transactions, the consolidated VIEs, usually operate independently and transfer funds upon capital raising.We raised capital of $17.5 million in our IPO in April 2010. In addition, we raised capital for a total amount of $46.908 million from2015 to 2025 through various financings. Renovation Investment (Hong Kong) Co., Ltd. (“Renovation”), our Hong Kong intermediateholding subsidiary, received funds from our investors in these financings. Historically, after receiving the proceeds, Renovation typicallyinvested these funds into Jiuxin Investment, a WFOE, which then exchanged the currency of the proceeds from U.S. dollar into Chinese Yuan(“RMB”) upon the approval from local banks, and then distributed the RMB as loans to the operating entities including JiuzhouPharmacy, Jiuxin Medicine, Jiuzhou Service and Jiuzhou Clinic, our historical consolidated VIEs. Additionally, Renovation previously lentfunds to Jiuxin Investment. As of the date of this annual report, the total amount invested in, and lent to, by the Company to its subsidiariesand historical VIEs are approximately $27.5 million and $8.7 million, respectively. Prior to the Restructuring Transactions, Jiuxin Investmentdistributed a loan of approximately $24.80 million to Jiuzhou Pharmacy, a loan of approximately $1.21 million to Jiuzhou Service, a loanof approximately $1.00 million to Linjia Medical, and a loan of approximately $0.14 to Shouantang Bio. 

Following the RestructuringTransactions, we expect to make equity investments in our subsidiaries rather than providing loans.

Additionally, prior to theRestructuring Transactions, Jiuxin Medicine was the major supplier to Jiuzhou Pharmacy and Jiuzhou Pharmacy transferred funds to pay offthe debts owed to Jiuxin Medicine as a result of merchandise purchases. In the last three fiscal years, the annual amount of purchasesby Jiuxin Medicine from Jiuzhou Pharmacy ranged from approximately $70 million to $90 million. Prior to the Restructuring Transactions,all the sales and purchases between Jiuxin Medicine and Jiuzhou Pharmacy were eliminated as internal transactions, and the ending balancesowed to/from the VIEs were eliminated in the balance sheets. Below are the amounts of purchases by Jiuxin Medicine from Jiuzhou Pharmacyduring the interim period of the latest completed fiscal year prior to the Restructuring Transactions as well as the two preceding fiscalyears:

Additional transfers betweenother VIEs and subsidiaries are as below:

Following the RestructuringTransactions, Jiuxin Medicine signed a three-year supply agreement with Jiuzhou Pharmacy and is expected to serve as a major supplierto Jiuzhou Pharmacy over the next three years.

The PRC government imposescontrols on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of China. The majorityof the Company’s Chinese subsidiaries’ and historically the VIEs’ and their subsidiaries’ income is received inRMB and shortages in foreign currencies may restrict our ability to pay dividends or other payments, or otherwise satisfy our foreigncurrency denominated obligations, if any. Under existing PRC foreign exchange regulations, payments of current account items, includingprofit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without priorapproval from The State Administration of the Foreign Exchange (“SAFE”) in the PRC as long as certain procedural requirementsare met. Approval from appropriate government authorities is required if Renminbi is converted into foreign currency and remitted outof China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may, at its discretion,impose restrictions on access to foreign currencies for current account transactions and if this occurs in the future, we may not be ableto pay dividends in foreign currencies to our shareholders. To the extent cash or assets in the business is in the PRC/Hong Kong or aPRC/Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due tointerventions in or the imposition of restrictions and limitations on the ability of such entities, their subsidiaries, or any consolidatedVIEs, by the PRC government to transfer cash or assets.

Enforceability Of Civil Liabilities

We are an exempted companyincorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands exempted company, such as politicaland economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictionsand the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws ascompared to the United States and provides less protection for investors. In addition, Cayman Islands companies do not have standing tosue before the federal courts of the United States.

Substantially all of our assetsare located outside the United States. In addition, a majority of our directors and officers, namely, Lingtao Kong, Chairman of the Boardof Directors, Ming Zhao, Interim Chief Executive Officer and Chief Financial Officer of the Company, and Caroline Wang, Jiangliang Heand Genghua Gu, each a director of the Company, are nationals or residents of jurisdictions other than the United States and all or asubstantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect serviceof process within the United States upon our company or these persons, or to bring an action against our company or against these personsin the United States, in the event that you believe that your rights have been infringed under the securities laws of the United Statesor any state in the United States. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts basedon the civil liability provisions of the U.S. federal securities laws against our company and its officers and directors. We have appointedCT Corporation as our agent to receive service of process in the United States.

There is uncertainty as towhether the courts of the Cayman Islands would (1) recognize or enforce judgments of U.S. courts obtained against our company or its directorsor officers, predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States,or (2) entertain original actions brought in the Cayman Islands against our company or its directors or officers, predicated upon thesecurities laws of the United States or any state in the United States.

Although there is no statutoryenforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands arenot a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdictionwill be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlyingdispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is givenby a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgmenthas been given, (c) is final, (d) is not in respect of taxes, a fine or a penalty, (e) is not inconsistent with a Cayman Islands judgementof the same matter, (f) is not impeachable on grounds of fraud, and (g) was not obtained in a manner and is not of a kind the enforcementof which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely toenforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgmentis determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Becausesuch a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments fromU.S. courts would be enforceable in the Cayman Islands.

It is our understanding thatthe PRC does not have treaties with the United States and many other countries providing for the reciprocal recognition and enforcementof judgments of courts and that there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of UnitedStates courts against our company or the directors or officers of our company predicated upon the civil liability provisions of the securitieslaws of the United States or any state in the United States.

Additionally, it is our understandingthat it may be difficult for you to bring an original action against us or against our directors and officers who are nationals or residentsof countries other than the United States in a PRC court in the event that you believe that your rights have been infringed under theU.S. federal securities laws, PRC laws, Cayman Islands laws or otherwise because we are incorporated under the laws of the Cayman Islandsand it may be difficult for U.S. shareholders, by virtue only of holding our ordinary shares, to establish a connection to the PRC asrequired by the PRC Civil Procedures Law in order for a PRC court to have jurisdiction.

A. [Reserved.]

B. CAPITALIZATION AND INDEBTEDNESS.

Not applicable.

C. REASONS FOR THE OFFERAND USE OF PROCEEDS.

Not applicable.

D. RISK FACTORS.

You should carefully considerthe risks described below together with all of the other information included in this report before making an investment decision withregard to our securities. The statements contained in or incorporated into this report that are not historic facts are forward-lookingstatements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in orimplied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results ofoperations could be harmed. In that case, the trading price of our ordinary shares could decline, and you may lose all or part of yourinvestment.

Summary of Risk Factors

Risks Relating to Our Business

Risks Related to Our Corporate Structure

Risks Related to Doing Business in China

Risks Related to an Investment in Our Securities

Risks Relating to Our Business

We face significant competition, and ifwe do not compete successfully against existing and new competitors, our revenue and profitability could be materially and adversely affected.

The pharmaceutical distributionindustry in China is highly competitive, and we expect competition to intensify in the future. Our primary wholesale competitors includeregional and national players. In addition, we may be subject to additional competition from new entrants to the industries in China.

Some of our larger competitorsmay enjoy competitive advantages, such as:

As a result of the aforementionedadvantages, we may be unable to offer products similar to, or more desirable than, those offered by our competitors, market our productsas effectively as our competitors, or otherwise respond successfully to competitive pressures. As competition increases in the marketsin which we operate, a significant increase in general pricing pressures could occur, which could require us to reevaluate our pricingstructures to remain competitive. Due to stronger relation with certain pharmaceutical manufacturers, our competitors may be able to offerlarger discounts on competing products, and we may not be able to profitably match those discounts. Furthermore, our competitors may offerproducts that are more attractive to our customers or that render our products uncompetitive. In addition, the timing of the introductionof competing products into the market could affect the market acceptance and market share of our products. Our failure to successfullycompete could materially and adversely affect our business, financial condition, results of operation, and prospects.

We may not be able to timely identify orotherwise effectively respond to changing customer preferences, and we may fail to optimize our product offering and inventory position.

The pharmaceutical industryin China is rapidly evolving and is subject to rapidly changing customer preferences that are difficult to predict. Our success dependson our ability to anticipate and identify customer preferences, and adapt our product selection to meet these preferences. In particular,we must optimize our product selection and inventory positions based on sales trends. We cannot provide assurance that our product selection,especially our selection of nutritional supplements and food products, will accurately reflect customer preferences at any given time.If we fail to accurately anticipate either the market for our products or customers’ purchasing habits or fail to respond to customers’changing preferences promptly and effectively, we may not be able to adapt our product selection to customer preferences or make appropriateadjustments to our inventory positions, which could significantly reduce our revenue and have a material adverse effect on our business,financial condition and results of operations.

Our success depends on our ability to establisheffective advertising, marketing and promotional programs.

Our success depends on ourability to establish effective advertising, marketing and promotional programs, including pricing strategies implemented in response tocompetitive pressures and/or to drive demand for our products. Our advertisements are designed to promote our brand, our corporate imageand the prices of products available for sale. Our pricing strategies and value propositions must be appropriate for our target customers.If we are not able to maintain and increase the awareness of our brand and the products and services we provide, we may not be able toattract and retain customers and our reputation may also suffer. We expect to incur substantial expenses in our marketing and promotionalefforts to both attract and retain customers. However, our marketing and promotional activities may be less successful than we anticipate,and may not be effective at building our brand awareness and customer base. In addition, the government may impose restrictions on howmarketing and promotional activities can be conducted. We cannot provide assurance that our current and proposed budget for marketingactivities will be adequate to support our future growth. Failure to successfully execute our advertising, marketing and promotional programsmay result in material decreases in our revenue and profitability.

Failure to maintain optimal inventory levelscould increase our inventory holding costs or cause us to lose sales, either of which could have a material adverse effect on our business,financial condition and results of operations.

We need to maintain sufficientinventory levels to operate our wholesale businesses successfully as well as meet customer expectations. However, we must also guard againstthe risk of accumulating excess inventory. We are exposed to inventory risks as a result of rapid changes in product life cycles, changingconsumer preferences, uncertainty of the success of product launches, seasonality, and manufacturer backorders and other vendor-relatedproblems. We cannot provide assurance that we can accurately predict these trends and events and avoid over-stocking or under-stockingproducts. In addition, demand for products could change significantly between the time product inventory is ordered and the time it isavailable for sale.

When we begin selling a newproduct, it is particularly difficult to accurately forecast product demand. The purchase of certain types of inventory may require significantlead-time. As we carry a broad selection of products and maintain significant inventory levels for a substantial portion of our merchandise,we may be unable to sell such inventory in sufficient quantities or during the relevant selling seasons. Carrying excess inventory couldincrease our inventory holding costs, and failure to have inventory in stock when a customer orders or purchases it could cause us tolose that order or that customer, either of which could have a material adverse effect on our business, financial condition and resultsof operations.

The continued penetration of counterfeitproducts into the pharmaceutical market in China may damage our reputation and have a material adverse effect on our business, financialcondition, results of operations and prospects.

Counterfeit products havecontinued to make their way into the Chinese pharmaceutical market. Counterfeit products are generally sold at lower prices compared totheir authentic counterparts due to their low production costs, and in some cases may be very similar in appearance to their authenticcounterparts. Counterfeit pharmaceuticals may or may not have the same chemical content as their authentic counterparts, and are typicallymanufactured without proper licenses or approvals as well as fraudulently mislabeled with respect to their content and/or manufacturer.Although China’s central government has been increasingly active in combating counterfeit pharmaceutical and other products, Chinadoes not yet have effective regulatory control or an enforcement system over counterfeit pharmaceutical products. Although we have implementeda series of quality control procedures in our procurement process, we cannot provide assurance that we may not be inadvertently sellingcounterfeit pharmaceutical products. Any unintentional sale of counterfeit products may subject us to negative publicity, fines and/orother administrative penalties, or may even result in litigation against us. Moreover, the increased distribution of counterfeit productsand other products in recent years may reinforce the negative image of drug distributors among consumers in China. The continued proliferationof counterfeit products in China could have a material adverse effect on our business financial condition, and results of operation.

We may not be able to effectively grow ourwholesale business organically and may not realize all of the anticipated benefits from growing through acquisitions.

Our wholesale business hasexperienced significant growth in recent years compared with other businesses; however, to maintain our position in this very competitivemarket, we need to grow even faster and grab more market share. On February 28, 2025, we completed the acquisition of Ridgeline and itswholly owned subsidiary Allright, which focuses on development of trading on electronic platforms, pursuant to that certain Equity ExchangeAgreement with Mr. Lingtao Kong and Ridgeline, concurrently with the divestiture of our retail and online pharmacy businesses. Followingthe closing of these transactions, we changed our name from “China Jo-Jo Drugstores, Inc.” to “Ridgetech, Inc.”,and we also changed our trading symbol on The Nasdaq Stock Market LLC from “CJJD” to “RDGT”. Effective as of theclosing, Mr. Lei Liu and Ms. Li Qi resigned from our board of directors and any other officer positions with us (including Mr. Liu’srole as our Chief Executive Officer), and Mr. Ming Zhao, our Chief Financial Officer, was appointed as our interim Chief Executive Officerto hold such office until a permanent Chief Executive Officer is duly appointed.

We may decide that we needto further grow wholesale business through future acquisitions, which can be expensive and time consuming. There is no assurance thata suitable target can be found in the future or a deal can be reached with a suitable target. If we failed to execute an acquisition,our growth in the wholesale business may be stalled.

Any failure to successfullyintegrate the business, operations and employees of the acquired companies, including Ridgeline and Allright, or to otherwise realizethe anticipated benefits of this and future acquisitions, could harm our results of operations. Our ability to realize these benefitswill depend on the timely integration and consolidation of organizations, operations, facilities, procedures, policies, the retentionof key employees of the acquired business who are necessary to operate the business, and technologies, and the harmonization of differencesin the business cultures between these companies and their personnel. Integration of these businesses will be complex and time-consuming,will involve additional expense and could disrupt our business and divert management’s attention from ongoing business concerns.

In addition, there are substantialrisks associated with acquisitions and expansion into new business areas, including the risk that (i) our unfamiliarity with new linesof business may adversely affect the success of such acquisitions, (ii) revenue from such activities might not be sufficient to offsetthe development, regulatory and other implementation costs, (iii) competing products and services and shifting market preferences mightaffect the profitability of such activities, and (iv) our internal controls might be inadequate to manage the risks associated with newactivities. We may also incur potential dilution of our brand, assumption of known and unknown liabilities, indemnities and potentialdisputes with the sellers. Any such difficulties could disrupt our ongoing business, distract our management and employees, increase ourexpenses and adversely affect our results of operations.

Our business relies on a limited numberof key customers, which may change from year to year, and a loss of one or more of these key customers may adversely affect our operatingresults.

On February 28, 2025, theDivestiture was completed. In accordance with ASC 205-20 (Discontinued Operations), the Company determined that Jiuxin Investment’sbusiness qualified as a discontinued operation and has presented it as such in the audited consolidated financial statements. Financialresults for discontinued operations are reported separately from continuing operations. After divestiture of Jiuxin Investment, the internalsales to Jiuzhou Pharmacy were not eliminated in the audited consolidated financial statements. For the fiscal year ended March 31, 2025,the Company had two customers that accounted for more than 10% of the Company’s total sales from continuing operations, which were67.1% and 18.7%, respectively. For the fiscal year ended March 31, 2024, the Company had two customers that accounted for more than 10%of the Company’s total sales from continuing operations, which were 61.7% and 24.9%, respectively.

Each of these customers mayor may not continue to be a customer of the Company going forward. The loss of any key customers could materially and adversely affectour results of operations until such time, if ever, as we are able to replace such key counterparty. Significant customers in any oneperiod may not continue to be significant customers in other periods. To the extent that we are dependent on any single customer, we aresubject to the risks faced by that counterparty to the extent that such risks impede such counterparty’s ability to stay in businesswith us. See also the risks discussed below in “We may face challenges in recovering accounts receivable from Jiuzhou Pharmacyand associated clinics following the Restructuring Transactions and in maintaining the supply relationship between Jiuxin Medicine andJiuzhou Pharmacy, which we expect will continue to generate a substantial portion of our revenue in the near term. The loss of this relationshipcould have a material adverse effect on our business, financial condition, and results of operations.”

We may face challenges in recovering accountsreceivable from Jiuzhou Pharmacy and associated clinics following the Restructuring Transactions and in maintaining the supply relationshipbetween Jiuxin Medicine and Jiuzhou Pharmacy, which we expect will continue to generate a substantial portion of our revenue in the nearterm. The loss of this relationship could have a material adverse effect on our business, financial condition, and results of operations.

Historically, the Companyhas conducted its retail business through Jiuxin Investment and its VIEs, including Jiuzhou Pharmacy and associated clinics (collectively,the “Divested Retail Entities”). Wholesale transactions involving pharmaceutical products from Jiuxin Medicine, another subsidiaryof the Company, to the Divested Retail Entities have been consolidated within the Company’s group financial statements.

Following the RestructuringTransactions, including the Divestiture, these historical intercompany balances will be reclassified as third-party balances. As of March31, 2025, the Divested Retail Entities are expected to have accounts payable to the Company totaling $13.6 million. There is a risk thatthese receivables may not be fully collected, which could adversely impact the Company’s financial position and liquidity.

Additionally, while JiuxinMedicine and Jiuzhou Pharmacy have entered into a three-year supply agreement pursuant to the Equity Exchange Agreement for Divestiture.Under the terms of the supply agreement, Jiuxin Medicine agrees to supply pharmaceutical products to Jiuzhou Pharmacy at a price no higherthan the lowest wholesale price in the area where Jiuzhou Pharmacy (or the applicable branch thereof) is located. The agreement may beterminated by mutual consent or by either party with one month’s prior written notice in the event of a material change to the otherparty’s business or operations. Additional termination rights apply in cases of material pricing disputes, provision of false information,force majeure, regulatory non-compliance, reputational harm, or product discontinuation.

There is no guarantee thatthe supply relationship will continue afterwards. Sales to Jiuzhou Pharmacy currently account for over 60% of the Company’s revenueand are expected to remain a significant source of revenue in the near term. Any disruption or termination of this relationship couldresult in a material loss of revenue from sales to the Divested Retail Entities, further affecting the Company’s financial resultsand operational stability.

We face significant challenges in growingand sustaining our wholesale business, including limited bargaining power, pricing volatility, and the need for ongoing investment inplatforms, customer acquisition, and management.

As a relatively small participantin the pharmaceutical distribution market, we have limited bargaining power with suppliers. Our lower purchase volumes make it challengingto secure favorable pricing, which may negatively affect our gross margins. In addition, the pharmaceutical wholesale market is subjectto pricing volatility, and we may be unable to pass rising costs on to customers, further pressuring our margins.

In order to remain competitivein the wholesale business, we need to continue to invest heavily in platform development, which we believe will play a critical role inthe wholesale industry going forward. Historically, supplying to our own retail business was a significant part of our wholesale business.In the first quarter of 2025, we undertook the strategic structuring to dispose of our retail pharmacy business, and transition our businessfocus to wholesale distribution of pharmaceutical products. As a result, we are no longer engaged in any retail pharmacy business, andour wholesale business need to derive its revenue from sales to outside customers. There can be no assurance that we will be able to conductsuch transactions on favorable terms. While in connection with Divestiture we entered into a three-year supply agreement with the divestedretail business, there is no assurance that such agreement can be renewed on favorable terms.

In addition, to grow the businessfurther, we need to attract and retain more new customers. The wholesale business is relatively new to us and most of our senior managementpersonnel are less experienced in the wholesale business. Even with Mr. Kong joining our senior management team and the addition of otherexperienced personnel from Ridgeline, it remains important for us to recruit and retain highly experienced management personnel for ourwholesale business. The transition away from the retail pharmacy business may also cause short-term operational inefficiencies, impactour brand recognition, and result in adverse market perception, potentially affecting investor confidence and market valuation. The effortsto develop our wholesale business require heavy investment in funding, resources and time of the senior management and there is no guaranteethat such efforts would be successful. If these efforts are not successful, our wholesale business may suffer.

The operating results of our wholesale businesshave fluctuated, and we cannot assure that our strategic initiatives will lead to sustained revenue growth or profitability in the comingyears.

We are generally referredto as a wholesale business, and we currently operate two wholesale segments: (i) offline wholesale distribution and (ii) online platformsales. For the year ended March 31, 2025, our total revenue decreased by approximately $4.02 million, or 3.2%, as compared to the yearended March 31, 2024.

Revenue from our offline wholesalebusiness was approximately $118.9 million for the year ended March 31, 2025, representing a decrease of $5.1 million, or 4.3%, comparedto the prior year. As a local wholesale distributor in pharmaceutical products, our offline sales are limited to local and neighborhoodregions. As the market became competitive, to keep reasonable profitability, we abandoned certain wholesales with low gross profit marginin the year ended March 31, 2025. As a result, the offline wholesale revenue declined.

Revenue from our online platform segment was approximately $1.1 millionfor the year ended March 31, 2025. This increase reflects revenue contributed by Allright, the operating subsidiary of Ridgeline, whichwe acquired on February 28, 2025. Allright distributes pharmaceutical and healthcare products across China through third-party e-commerceplatforms and its own online platform.

While we expect that the acquisitionof Ridgeline may provide additional distribution channels and enhance revenue opportunities, there is no guarantee that these benefitswill be realized or that the Restructuring Transactions will improve our overall profitability.

We heavily depend on third-party electronicplatforms for our online sales, the capacity of which may restrict our growth and the failure of which could adversely affect our business,financial condition and results of operations.

While we have our own onlineplatform, we remain heavily dependent upon third-party electronic platforms to carry out our online sales. These platforms serve as criticaldistribution channels, and any limitation in their capacity, changes to their policies, or disruptions in their service could materiallyimpact our ability to reach customers and generate revenue. Any system failure which causes interruptions to the input, retrieval andtransmission of data, or increases in service time could disrupt our normal operations.

Although we believe our existingdisaster recovery plan that can handle the failure of our computer software and hardware systems, we cannot provide assurance that wecan effectively carry out this disaster recovery plan and that we will be able to restore our operation within a sufficiently short timeframe to avoid disruption to our business. Moreover, because we do not control the infrastructure or policies of third-party platforms,we are exposed to additional risks beyond our internal IT capabilities. Any failure in our internal systems or those of third-party platformscould have a material adverse effect on our business, financial condition and results of operations. In addition, if the capacity of oursystems of the third-party platforms fails to keep pace with the growth of our online business or evolving customer expectations, ourability to grow may be constrained.

If our online business fails to obtain andmaintain the requisite assets, licenses, qualified personnel and approvals required under the complex regulatory environment for Internet-basedbusinesses in China, the business prospects for such business may be materially and adversely affected.

Internet-based businessesin China are highly regulated by China’s central government, and numerous regulatory authorities are empowered to issue and implementregulations governing various aspects of these businesses. Our online distribution business is operated by Allright, which is requiredto obtain and maintain certain assets relevant to its business, such as computers and other electrical equipment, as well as applicablelicenses or approvals from different regulatory authorities. These assets and licenses are essential to the operation of an e-commercebusiness and are generally subject to annual review by the relevant governmental authorities. Furthermore, we may be required to obtainadditional licenses. If we fail to obtain or maintain any of the required assets, licenses or approvals, our Internet business may besubject to various penalties, such as confiscation of income, fines, and/or the discontinuation or restriction of its operations. Anysuch disruption may materially and adversely affect the prospects of our online business.

We depend substantially on the continuingefforts of the key personnel, and our business and prospects may be severely disrupted if we lose their services.

Our future success is dependenton the continued services of Lingtao Kong and certain managers of the Company (the “Key Personnel”) but we do not maintainkey-man insurance. If we lose the services of either of the Key Personnel, we may not be able to locate suitable or qualified replacements,which could severely disrupt our business and prospects. Each of the Key Personnel has entered into confidentiality and non-competitionagreements with us. However, if any disputes arise between us and the Key Personnel, we cannot provide assurance, in light of uncertaintiesassociated with the PRC legal system, that any of these agreements can be enforced in China, the jurisdiction in which the Key Personnelreside and hold some of their assets. See “Risks Related to Doing Business in China - You may experience difficulties in effectingservice of legal process, enforcing foreign judgments or bringing original actions in China against us or our management based on UnitedStates or other foreign laws.”

Our operations require a number of permitsand licenses in order to carry on their business.

We are required to obtaincertain permits and licenses from various PRC governmental authorities, including a Drug Distribution Permit and a GSP certification.We are also required to obtain food hygiene certificates for the distribution of nutritional supplements and food products. We cannotprovide any assurance that we can maintain all required licenses, permits and certifications to carry on our business at all times, andfrom time to time we may have not been in the past, or may not be in the future, in compliance with all such required licenses, permitsand certifications. Moreover, these licenses, permits and certifications are subject to periodic renewal and/or reassessment by the relevantPRC governmental authorities and the standards of such renewal or reassessment may change from time to time. We intend to apply for renewalof these licenses, permits and certifications when required by applicable laws and regulations. Any failure by us to obtain and maintainall licenses, permits and certifications necessary to carry on our business at any time could have a material adverse effect on our business,financial condition and results of operations. In addition, any inability to renew any of these licenses, permits and certifications couldseverely disrupt our business, and prevent us from continuing to carry on our business. Any changes in the standards used by governmentalauthorities in considering whether to renew or reassess our business licenses, permits and certifications, as well as any enactment ofnew regulations that may restrict the conduct of our business, may also decrease our revenue and/or increase our costs, materially reducingour profitability and prospects. Furthermore, if the interpretation or implementation of existing laws and regulations changes or if newregulations come into effect requiring us to obtain any additional licenses, permits or certifications that were previously not requiredto operate our existing businesses, we cannot provide assurance that we can successfully obtain such licenses, permits or certifications.

Failure to comply with privacy, data protectionand cyber security laws and regulations could have a materially adverse effect on our reputation, results of operations or financial condition,or have other adverse consequences

The collection, storage, hosting,transfer, processing, disclosure, use, security and retention and destruction of personal information required to provide our servicesis subject to national and foreign privacy, data protection and cyber security laws. These laws, which are not uniform, generally do oneor more of the following: regulate the collection, storage, hosting, transfer (including in some cases, the transfer outside the countryof collection), processing, disclosure, use, security and retention and destruction of personal information; require notice to individualsof privacy practices; give individuals certain access and correction rights with respect to their personal information; and regulate theuse or disclosure of personal information for secondary purposes such as marketing. Under certain circumstances, some of these laws requireus to provide notification to affected individuals, clients, data protection authorities and/or other regulators in the event of a databreach. In many cases, these laws apply not only to third-party transactions, but also to transfers of information among the Company andits subsidiaries.

We believe that providinginsights from data, including artificial intelligence and machine learning, will become increasingly important to the value that our solutionsand services deliver to our customers. However, the ability to provide data-driven insights may be constrained by current or future regulatoryrequirements or ethical considerations that could restrict or impose burdensome and costly requirements on our ability to leverage datain innovative ways.

Complying with privacy, dataprotection and cyber security laws and requirements may result in significant costs to our business and require us to amend certain ofour business practices. Further, enforcement actions and investigations by regulatory authorities related to data security incidents andprivacy violations continue to increase. The future enactment of more restrictive laws, rules or regulations and/or future enforcementactions or investigations could have a materially adverse impact on us through increased costs or restrictions on our businesses and noncompliancecould result in significant regulatory penalties and legal liability and damage our reputation. In addition, data security events andconcerns about privacy abuses by other companies are changing consumer and social expectations for enhanced privacy and data protection.As a result, even the perception of noncompliance, whether or not valid, may damage our reputation.

Our brand names, trade secrets and otherintellectual property are valuable assets. If we are unable to protect them from infringement, our business and prospects may be harmed.

We consider our pharmacy brandnames to be valuable assets. We may be unable to prevent third parties from using such brand names without authorization, which may adverselyaffect our business and reputation, including the perceived quality and reliability of our products and services.

We rely on trade secrets toprotect our know-how and other proprietary information, including pricing, purchasing, promotional strategies, customer lists and/or supplierslists. As a result, our employees are required to sign employment agreements that contain confidentiality provisions as a condition oftheir employment with us. However, trade secrets are difficult to protect. While we believe we use reasonable efforts to protect our tradesecrets, our employees, consultants, contractors or advisors may unintentionally or willfully disclose our information to competitors.In addition, confidentiality agreements executed by the aforementioned individuals may not be enforceable or provide meaningful protectionfor our trade secrets or other proprietary information in the event of unauthorized use or disclosure.

If we were to enforce a claimthat a third party had illegally obtained and was using our trade secrets, such efforts could be expensive and time-consuming, and theoutcome unpredictable. Additionally, if our competitors independently develop information that is equivalent to our trade secrets or otherproprietary information, we have little recourse to enforce our rights, and our business and prospects could be harmed.

Litigation may be necessaryin the future to enforce our intellectual property rights or to determine the validity and scope of the intellectual property rights ofothers. However, since the validity, enforceability and scope of protection of intellectual property rights in the PRC are uncertain andstill evolving, we may not be successful in prosecuting these cases. In addition, any litigation, proceeding or other efforts to protectour intellectual property rights could result in substantial costs and diversion of our resources, and could seriously harm our businessand operating results. Furthermore, the degree of future protection of our proprietary rights is uncertain and may not adequately protectour rights or permit us to gain or keep our competitive advantage. If we are unable to protect our trade names, trade secrets and otherpropriety information from infringement, our business, financial condition and results of operations may be materially and adversely affected.

We may be exposed to intellectual propertyinfringement and other claims by third parties which, if successful, could disrupt our business and have a material adverse effect onour financial condition and results of operations.

Our success depends, in largepart, on our ability to use our proprietary information and know-how without infringing third party intellectual property rights. As litigationbecomes more common in China, we face a higher risk of being the subject of claims for intellectual property infringement, invalidityor indemnification relating to other parties’ proprietary rights. Our current or potential competitors, many of whom have substantialresources, may have or may obtain intellectual property protection that will prevent, limit or interfere with our ability to conduct ourbusiness in China. Moreover, the defense of intellectual property suits, including trademark infringement suits and related legal andadministrative proceedings, can be both costly and time consuming and may significantly divert the efforts and resources of our managementpersonnel. Furthermore, an adverse determination in any such litigation or proceeding to which we may become a party could cause us to:

Each of which could effectivelyprevent us from pursuing some or all of our business and result in our customers or potential customers deferring or limiting their purchasefrom our stores, which could have a material adverse effect on our financial condition and results of operations.

Risks Related to Our Corporate Structure

We rely principally on dividends paid byour consolidated operating entities to fund any cash and financing requirements we may have, and any limitation on the ability of ourconsolidated PRC entities to pay dividends to us could have a material adverse effect on our ability to conduct our business.

We are a holding company andrely principally on dividends and other distributions paid by the consolidated PRC operating entities for cash requirements, includingthe funds required to service any debt we may incur, which are passed on to us through Renovation, and prior to the Restructuring Transactions,through Jiuxin Investment. If any of our consolidated operating entities incurs debt in its own name in the future, the instruments governingthe debt may restrict dividends or other distributions on our equity interest to us.

Furthermore, applicable PRClaws, rules and regulations permit payment of dividends by our consolidated PRC entities only out of their retained earnings, if any,determined in accordance with PRC accounting standards. Under PRC laws, rules and regulations, our consolidated PRC entities are requiredto set aside at least ten percent (10%) of their after-tax profit each year, based on PRC accounting standards, into their statutory surplusreserve funds until the accumulative amount of such reserves reaches fifty percent (50%) of their respective registered capital. Also,dividends cannot be distributed before any previous year’s loss has been offset. As a result, our consolidated PRC entities arerestricted in their ability to transfer a portion of their net income to us whether in the form of dividends, loans or advances. As ofMarch 31, 2025, our restricted reserves totaled $0. Our restricted reserves are not distributable as cash dividends.Any limitation on the ability of our consolidated operating entities to pay dividends to us could materially and adversely limit our abilityto grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends, or otherwise fund and conduct ourbusiness.

Risks Related to Doing Business in China

Substantial uncertainties and restrictionswith respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impactupon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition. 

Our business operations conductedthrough our PRC operating entities may be adversely affected by the current and future political environment in the PRC. Recently, thePRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice,including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseasusing variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the effortsin anti-monopoly enforcement. The Chinese government exerts substantial influence and control over the manner in which we must conductour business activities. Our ability to operate in China may be adversely affected by changes in Chinese laws and regulations. Under thecurrent government leadership, the government of the PRC has been pursuing reform policies which have adversely affected China-based operatingcompanies whose securities are listed in the United States, with significant policies changes being made from time to time without notice.There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limitedto, the laws and regulations governing our business, or the enforcement and performance of our contractual arrangements. Only after 1979did the Chinese government begin to promulgate a comprehensive system of laws that regulate economic affairs in general, deal with economicmatters such as foreign investment, corporate organization and governance, commerce, taxation and trade, as well as encourage foreigninvestment in China. Although the influence of the law has been increasing, China has not developed a fully integrated legal system andrecently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. Also, because these lawsand regulations are relatively new, and because of the limited volume of published cases and their lack of force as precedents, interpretationand enforcement of these laws and regulations involve significant uncertainties. New laws and regulations that affect existing and proposedfuture businesses may also be applied retroactively. In addition, there have been constant changes and amendments of laws and regulationsover the past 30 years in order to keep up with the rapidly changing society and economy in China. Because government agencies and courtsprovide interpretations of laws and regulations and decide contractual disputes and issues, their inexperience in adjudicating new businessand new polices or regulations in certain less developed areas causes uncertainty and may affect our business. Consequently, we cannotpredict the future direction of Chinese legislative activities with respect to either businesses with foreign investment or the effectivenesson enforcement of laws and regulations in China. The uncertainties, including new laws and regulations and changes of existing laws, aswell as judicial interpretation by inexperienced officials in the agencies and courts in certain areas, may cause possible problems toforeign investors. Although the PRC government has been pursuing economic reform policies for more than two decades, the PRC governmentcontinues to exercise significant control over economic growth in the PRC through the allocation of resources, controlling payments offoreign currency, setting monetary policy and imposing policies that impact particular industries in different ways. We cannot assureyou that the PRC government will continue to pursue policies favoring a market oriented economy or that existing policies will not besignificantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affectingpolitical, economic and social life in the PRC. The Chinese government may intervene or influence our operations at any time, or may exertmore control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material changein our operations and/or the value of the securities being offered. Any adverse changes in Chinese laws and regulations and the Chinesegovernment’s significant oversight and discretion over the conduct of our business could significantly limit or completely hinderour ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or beworthless.

We may be adversely affected by complexity,uncertainties and changes in Chinese regulation of pharmaceutical wholesale and online sales business.

The Chinese government regulatespharmaceutical wholesale and online sales business, including foreign ownership and requirements for licenses and permits. These lawsand regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainty. As a result,in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be a violation of applicable lawsand regulations.

The interpretation and applicationof existing Chinese laws, regulations and policies and possible new laws, regulations or policies have created substantial uncertaintiesregarding the legality of existing and future foreign investments in, and the businesses and activities of, pharmaceutical businessesin China, including our business.

Uncertainties relating tothe regulation of pharmaceutical wholesale and online sales business in China also extend to evolving licensing practices, which meansthat permits, licenses or operations at our company may be subject to challenge. This may disrupt our business or subject us to sanctions,requirements to increase capital, or other conditions or enforcement, which could have harmful effects on us.

Compliance with China’s new Data SecurityLaw, Measures on Cybersecurity Review, Personal Information Protection Law (second draft for consultation), regulations and guidelinesrelating to the multi-level protection scheme and any other future laws and regulations may entail significant expenses and could materiallyaffect our business. 

China has implemented or willimplement rules and is considering a number of additional proposals relating to data protection. China’s new Data Security Law tookeffect in September 2021. The Data Security Law provides that the data processing activities must be conducted based on “data classificationand hierarchical protection system” for the purpose of data protection and prohibits entities in China from transferring data storedin China to foreign law enforcement agencies or judicial authorities without prior approval by the Chinese government.

Additionally, China’sCyber Security Law requires companies to take certain organizational, technical and administrative measures and other necessary measuresto ensure the security of their networks and data stored on their networks. Specifically, the Cyber Security Law provides that China adopta multi-level protection scheme (MLPS), under which network operators are required to perform obligations of security protection to ensurethat the network is free from interference, disruption or unauthorized access, and prevent network data from being disclosed, stolen ortampered. Under the MLPS, entities operating information systems must have a thorough assessment of the risks and the conditions of theirinformation and network systems to determine the level to which the entity’s information and network systems belong-from the lowestLevel 1 to the highest Level 5 pursuant to a series of national standards on the grading and implementation of the classified protectionof cyber security. The grading result will determine the set of security protection obligations that entities must comply with. Entitiesclassified as Level 2 or above should report the grade to the relevant government authority for examination and approval. 

Recently, the Cyberspace Administrationof China has taken action against several Chinese internet companies in connection with their initial public offerings on U.S. securitiesexchanges, for alleged national security risks and improper collection and use of the personal information of Chinese data subjects. Accordingto the official announcement, the action was initiated based on the National Security Law, the Cyber Security Law and the Measures onCybersecurity Review, which are aimed at “preventing national data security risks, maintaining national security and safeguardingpublic interests.” On July 10, 2021, the Cyberspace Administration of China published a revised draft of the Measures on CybersecurityReview, expanding the cybersecurity review to data processing operators in possession of personal information of over 1 million usersif the operators intend to list their securities in a foreign country.

It is unclear at the presenttime how widespread the cybersecurity review requirement and the enforcement action will be and what effect they will have on our business.China’s regulators may impose penalties for non-compliance ranging from fines or suspension of operations, and this could lead tous delisting from the U.S. stock market.

Also, the Personal InformationProtection Law released by the National People’s Congress became effective on November 1, 2021. The law creates a comprehensiveset of data privacy and protection requirements that apply to the processing of personal information and expands data protection complianceobligations to cover the processing of personal information of persons by organizations and individuals in China, and the processing ofpersonal information of persons in China outside of China if such processing is for purposes of providing products and services to, oranalyzing and evaluating the behavior of, persons in China. The law also provides that critical information infrastructure operators andpersonal information processing entities who process personal information meeting a volume threshold to-be-set by Chinese cyberspace regulatorsare also required to store in China personal information generated or collected in China, and to pass a security assessment administeredby Chinese cyberspace regulators for any export of such personal information. Lastly, the draft contains proposals for significant finesfor serious violations of up to RMB 50 million or 5% of annual revenues from the prior year and may also be ordered to suspend any relatedactivity by competent authorities.

Interpretation, applicationand enforcement of these laws, rules and regulations evolve from time to time and their scope may continually change, through new legislation,amendments to existing legislation and changes in enforcement. Compliance with the Cyber Security Law and the Data Security Law couldsignificantly increase the cost to us of providing our service offerings, require significant changes to our operations or even preventus from providing certain service offerings in jurisdictions in which we currently operate or in which we may operate in the future. Despiteour efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection and information security,it is possible that our practices, offerings or platform could fail to meet all of the requirements imposed on us by the Cyber SecurityLaw, the Data Security Law and/or related implementing regulations. In addition, we cannot guarantee the effectiveness of the measuresundertaken and those implemented by our business partners and services providers. Any failure on our part, or on our business partners’or services providers’ part, to comply with such law or regulations or any other obligations relating to privacy, data protectionor information security, or any compromise of security that results in unauthorized access, use or release of personally identifiableinformation or other data, or the perception or allegation that any of the foregoing types of failure or compromise has occurred, coulddamage our reputation, discourage new and existing counterparties from contracting with us or result in investigations, fines, suspensionor other penalties by Chinese government authorities and private claims or litigation, any of which could materially adversely affectour business, financial condition and results of operations. Even if our practices are not subject to legal challenge, the perceptionof privacy concerns, whether or not valid, may harm our reputation and brand and adversely affect our business, financial condition andresults of operations. Moreover, the legal uncertainty created by the Data Security Law, the related laws or regulations, and the recentChinese government actions could materially adversely affect our ability, on favorable terms, to raise capital, including engaging infollow-on offerings of our securities in the U.S. market.

Adverse regulatory developments in Chinamay subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SECin response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies likeus with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosure requirements.In addition, uncertainties with respect to the PRC legal system could adversely affect us.

We are subject to rules andregulations by various governing bodies, including, for example, the SEC, which is charged with the protection of investors and the oversightof companies whose securities are publicly traded, and the various regulatory authorities in mainland China and the Cayman Islands, andto new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resultedin and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attentionfrom revenue-generating activities to compliance activities. In addition, because these laws, regulations and standards are subject tovarying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may resultin continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governancepractices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our businessmay be harmed.

The recent regulatory developmentsin China, in particular with respect to restrictions on China-based companies raising capital offshore, may lead to additional regulatoryreview in China over our financing and capital raising activities in the United States. In addition, we may be subject to industry-wideregulations that may be adopted by the relevant PRC authorities, which may have the effect of limiting our service offerings, restrictingthe scope of our operations in China, or causing the suspension or termination of our business operations in China entirely, all of whichwill materially and adversely affect our business, financial condition and results of operations. We may have to adjust, modify, or completelychange our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedialaction adopted by us can be completed in a timely, cost-efficient, or liability-free manner or at all.

On July 30, 2021, in responseto the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement askingthe SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies before their registrationstatements will be declared effective. On August 1, 2021, the China Securities Regulatory Commission (the “CSRC”) stated ina statement that it had taken note of the new disclosure requirements announced by the SEC regarding the listings of Chinese companiesand the recent regulatory development in China, and that both countries should strengthen communications on regulating China-related issuers.To the best knowledge of this Company, as of the date of this annual report, current Chinese laws and regulations do not forbid us fromissuing securities overseas. On December 24, 2021, the CSRC published the Administration of Overseas Securities Offering and Listing byDomestic Companies (the “Draft Administrative Provisions”) and the Administration Measures for the Filing of Overseas SecuritiesOffering and Listing by Domestic Companies (the “Draft Filing Measures”). The Draft Administrative Provisions and the DraftFiling Measures lay out requirements for filing and include unified regulation management, strengthening regulatory coordination, andcross-border regulatory cooperation. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas SecuritiesOffering and Listing by Domestic Companies (the “Trial Measures”), which took effect on March 31, 2023. On the same date,the CSRC circulated Supporting Guidance Rules No. 1 through No. 5, Notes on the Trial Measures, Notice on Administration Arrangementsfor the Filing of Overseas Listings by Domestic Enterprises and relevant CSRC Answers to Reporter Questions, or collectively, the GuidanceRules and Notice, on CSRC’s official website. The Trial Measures, together with the Guidance Rules and Notice reiterate the basicprinciples of the Draft Administrative Provisions and Draft Filing Measures and impose substantially the same requirements for the overseassecurities offering and listing by domestic enterprises, and clarified and emphasized several aspects, which include but are not limitedto: (1) criteria to determine whether an issuer will be required to go through the filing procedures under the Trial Measures; (2) exemptionsfrom immediate filing requirements for issuers including those that have already been listed in foreign securities markets, includingU.S. markets, prior to the effective date of the Trial Measures, but these issuers shall still be subject to filing procedures if theyconduct refinancing or are involved in other circumstances that require filing with the CSRC; (3) a negative list of types of issuersbanned from listing or offering overseas, such as issuers whose affiliates have been recently convicted of bribery and corruption; (4)issuers’ compliance with web security, data security, and other national security laws and regulations; (5) issuers’ filingand reporting obligations, such as obligation to file with the CSRC after it submits an application for initial public offering to overseasregulators, and obligation after offering or listing overseas to file with the CSRC after it completes subsequent offerings and to reportto the CSRC material events including change of control or voluntary or forced delisting of the issuer; and (6) the CSRC’s authorityto fine both issuers and their relevant shareholders for failure to comply with the Trial Measures, including failure to comply with filingobligations or committing fraud and misrepresentation. Specifically, pursuant to the Trial Measures, our future securities offerings inthe Nasdaq Capital Market where we have currently offered and listed shall also be filed with the CSRC within 3 working days after theoffering is completed. As the Trial Measures are newly issued, there remain uncertainties regarding its interpretation and implementation.Therefore, we cannot assure you that we will be able to complete the filings for our future offering and fully comply with the relevantnew rules on a timely basis, if at all. In addition, we cannot guarantee that we will not be subject to tightened regulatory review andwe could be exposed to government interference in China.

Since 1979, PRC legislationand regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, Chinahas not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects ofeconomic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volumeof published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties.In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timelybasis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules untilsome time after the violation. In addition, any litigation in China may be protracted and result in substantial costs and diversion ofresources and management attention.

It may be difficult for U.S. regulators,such as the Department of Justice, the SEC, and other authorities, to conduct investigation or collect evidence within China.

Shareholder claims or regulatoryinvestigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. Forexample, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigationsinitiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatoryauthorities of another country or region to implement cross-border supervision and administration, such cooperation with regulatory authoritiesin the Unities States – including the SEC and the Department of Justice-may not be efficient in the absence of mutual and practicalcooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseassecurities regulator is allowed to directly conduct investigation or evidence collection activities within the PRC territory. While detailedinterpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulatorto directly conduct investigation or evidence collection activities within China may further increase the difficulties you face in protectingyour interests.

You may experience difficulties in effectingservice of legal process, enforcing foreign judgments or bringing original actions in China against us or our management based on UnitedStates or other foreign laws.

We are a holding company andconduct our business through our subsidiaries and controlled companies in the PRC. In addition, all of our operating assets are locatedin, and all of our other senior executive officers reside within, China. As a result, it may not be possible to effect service of processwithin the United States or elsewhere outside China upon those of our senior executive officers and directors that do not reside in theUnited States, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Moreover,our Chinese counsel has advised us that China does not have treaties with the United States or many other countries providing for thereciprocal recognition and enforcement of judgment of courts. As a result, our public shareholders may face substantially more difficultyin protecting their interests through actions against our management or directors than would shareholders of a corporation with assetsand management located in the United States.

Our management will have broad discretionover the use of the proceeds we receive from our financing activities and might not apply the proceeds in ways that increase the valueof your investment.

Our management will have broaddiscretion to use the net proceeds from any offerings we may conduct from time to time, and the shareholders will be relying on the judgmentof our management regarding the application of these proceeds. Except as described in our offering books, the net proceeds received byus from our offerings will be added to our general funds and will be used for general corporate purposes. Our management might not applythe net proceeds from offerings of our securities in ways that increase the value of your investment and might not be able to yield asignificant return, if any, on any investment of such net proceeds. You may not have the opportunity to influence our decisions on howto use such proceeds.

Our subsidiaries are subject to restrictionson making payments to us.

The Chinese government imposescontrols on the conversion of RMB into foreign currencies and the remittance of currencies out of China. We may experience difficultiesin completing the administrative procedures necessary to obtain and remit foreign currency. Furthermore, if these companies incur debton their own in the future, the instruments governing the debt may restrict their ability to make payments. If we are unable to receiveall of the revenues from our operations, we may be unable to pay dividends on our ordinary shares.

Dividends we receive from our subsidiarieslocated in the PRC may be subject to PRC withholding tax.

The Enterprise Income TaxLaw (“EIT Law”) provides that a maximum income tax rate of twenty percent (20%) is applicable to dividends payable to non-PRCinvestors that are “non-resident enterprises,” to the extent such dividends are derived from sources within the PRC. However,the State Council has reduced such rate to ten percent (10%) through the implementation regulations. We are a Cayman Islands holding companyand substantially all of our income is derived from our subsidiaries and controlled companies located in the PRC. Therefore, dividendspaid to us from China may be subject to the ten percent (10%) income tax if we are considered a “non-resident enterprise”under the EIT Law. If we are required to pay income tax for any dividends we receive from our PRC subsidiaries under the EIT Law and itsimplementation regulations, it may have a material and adverse effect on our net income and materially reduce the amount of dividends,if any, and we may pay to our shareholders.

We face risks related to disease epidemicsand other outbreaks.

The economy, infrastructureand livelihood of the people of the PRC or such other jurisdictions may be materially and adversely affected by acts of God, acts of warand terrorism, natural disasters, riots, epidemics and other disasters which are beyond our control. Our business, financial conditionand results of operations may be adversely affected if these events occur.

For example, epidemics threatenpeople’s lives and may adversely affect their livelihood as well as their living and consumption patterns. The occurrence of anepidemic is beyond our control, and we cannot assure you that the outbreak of coronavirus (including COVID-19), severe acute respiratorysyndrome, the H5N1 strain of avian influenza, the H1N1 strain of swine flu, the Zika virus or any other epidemics or pandemics will nothappen. Any epidemic or pandemic occurring, such as the most recent outbreak of COVID-19, in the PRC, or even in areas outside of thePRC, may severely affect and restrict the level of economic activity as the government may impose regulatory administrative measures quarantiningaffected areas or other measures to control the outbreak of the disease, which in turn may adversely affect our business, financial conditionand results of operations. Acts of war and terrorism may cause damage or disruption to us or our employees, facilities, markets, suppliersor customers, any of which may adversely impact our revenue, cost, financial condition and results of operations or the trading priceof our securities. Potential war or terrorist attacks may also cause uncertainty and cause our business to suffer in ways that we cannotcurrently predict.

Failure to comply with the U.S. ForeignCorrupt Practices Act could subject us to penalties and other adverse consequences.

We are required to complywith the United States Foreign Corrupt Practices Act, which generally prohibits United States companies, including publicly traded companieswhose securities are registered with the SEC, from engaging in bribery or other prohibited payments to foreign officials for the purposeof obtaining or retaining business. Foreign companies, including some that may compete with us, are not subject to these prohibitions,and therefore may have a competitive advantage over us. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practicesmay occur in the PRC. If our competitors engage in these practices, they may receive preferential treatment in the PRC, giving them anadvantage in securing business, which would put us at a disadvantage. We cannot provide assurance that our employees or other agents willnot engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in suchpractices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financialcondition and results of operations.

Changes in international trade policies,trade disputes, barriers to trade, the emergence of a trade war and/or other disruptions to international commerce, including betweenthe United States and China, could harm the global economy and may dampen growth in China, our principal place of business. A severe orprolonged downturn in the Chinese or global economy could materially and adversely affect our business and financial condition.

The global macroeconomic environmentis facing challenges. Although our business operations do not include selling products outside of China, political uncertainty surroundinginternational trade disputes, particularly the ongoing tension between the U.S. and China, could damage consumer confidence and decision-making,leading to a material adverse effect on our business.

At various times in recentyears, the United States and China have had significant disagreements over political and economic issues. Controversies may continue toarise in the future between the two countries. Any political or trade controversies between the United States and China, whether or notdirectly related to our business, could reduce the price of our ordinary shares. For example, the United States recently announced changesto U.S. trade policy, including adding new or modifying existing tariffs on imports, in some cases significantly. China imposed its tariffson good imported from the United States. It remains unclear what additional actions, if any, will be taken by the United States or othergovernments with respect to international trade agreements, the imposition of tariffs on goods imported into the United States, tax policyrelated to international commerce, or other trade matters. The impact of these tariffs is subject to a number of factors, including theeffective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any retaliatory responsesto such actions that the target countries may take and any mitigating actions that may become available. While we continue to evaluatethe potential impact of the new tariffs on our business, given the volatility and uncertainty regarding the scope and duration of suchtariffs and other aspects of U.S. and foreign government trade policies, their ultimate impact on our operations and financial resultsremains uncertain.

In addition, political instabilityand military hostilities, including the recent conflict in Israel with Hamas, the ongoing war between uncertain nature, magnitude andduration of the Russia-Ukraine war could lead to significant disruptions in the global economy. The uncertain nature, magnitude and durationand the full economic effect of these events cannot be estimated, but this may impact businesses across the globe both in the short termand the long term with rising commodity prices and demand, rising interest costs to counter inflationary conditions and loss in valueof currencies.

Such uncertainty may alsolimit the access of our PRC subsidiaries to new business opportunities, negatively impacting our PRC subsidiaries’ operations. Thecurrent and potential future actions by the U.S. or the PRC that affect trade relations could contribute to global economic instability,which may harm our PRC subsidiaries’ business or financial performance. There have also been concerns on the relationship amongChina and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes. Economic conditionsin China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expectedor perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy may materially andadversely affect our business, results of operations and financial condition. Any severe or prolonged slowdown in the global or PRC economymay materially and adversely affect our business, results of operations and financial condition.

Our auditor, YCM CPA Inc., is headquarteredin California, and is subject to inspection by the PCAOB on a regular basis. To the extent that our independent registered public accountingfirm’s audit documentation related to their audit reports for our company become located in China, the PCAOB may not be able inspectsuch audit documentation and, as such, you may be deprived of the benefits of such inspection and our ordinary shares could be delistedfrom the stock exchange pursuant to the Holding Foreign Companies Accountable Act.

The Holding Foreign CompaniesAccountable Act, or the HFCAA, was enacted on December 18, 2020 and was subsequently amended. The HFCAA, as amended, states if the SECdetermines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by thePCAOB for two consecutive years, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over-the-countertrading market in the United States.

On May 20, 2020 and on December2, 2020, the U.S. Senate passed and the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act (“HFCAA”)requiring a foreign company to certify it is not owned or controlled by a foreign government if the Public Company Accounting OversightBoard (the “PCAOB”) is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection.If the PCAOB is unable to inspect the Company’s auditors for three consecutive years, the issuer’s securities are prohibitedto trade on a U.S. stock exchange. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law. The PCAOBissued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registeredpublic accounting firms headquartered in: (1) mainland China of the PRC because of a position taken by one or more authorities in mainlandChina; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authoritiesin Hong Kong. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”),which was signed into law on December 29, 2022. The AHFCAA amended the HFCAA and reduced the number of consecutive non-inspection yearsrequired for triggering the prohibitions under the HFCAA from three years to two. On August 26, 2022, the PCAOB announced and signed aStatement of Protocol (the “Protocol”) with the China Securities Regulatory Commission and the Ministry of Finance of thePeople’s Republic of China. The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements andpotential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectorsand investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed;(3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates. OnDecember 15, 2022, the PCAOB issued a new Determination Report which: (1) vacated the December 16, 2021 Determination Report; and (2)concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. The December 15, 2022Determination Report cautions, however, that authorities in the PRC might take positions at any time that would prevent the PCAOB fromcontinuing to inspect or investigate completely. As required by the HFCAA, if in the future the PCAOB determines it no longer can inspector investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whetherit should issue a new determination.

While the HFCAA is not currentlyapplicable to the Company because the Company’s current auditors are subject to PCAOB review, if this changes in the future forany reason, the Company may be subject to the HFCAA. The implications of this regulation if the Company were to become subject to it areuncertain. Such uncertainty could cause the market price of our ordinary shares to be materially and adversely affected, and our securitiescould be delisted or prohibited from being traded on Nasdaq earlier than would be required by the HFCAA. If our ordinary shares is unableto be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase theordinary shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impacton the price of our ordinary shares.

Our auditor, the independentregistered public accounting firm that issues the audit report for the year ended March 31, 2025 included elsewhere in this annual report,as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in theUnited States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.Our auditor is headquartered in Irvine, California and has been inspected by the PCAOB in March 2023. In the event that, in the future,either there is any regulatory change or step taken by PRC regulators that does not permit YCM CPA Inc. to provide audit documentationslocated in China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the determinations so thatour PRC operating entities will be subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspectionwhich could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including “over-the-counter”trading, may be prohibited, under the HFCAA. The recent developments would add uncertainties to our listing and we cannot assure you whetherNasdaq Capital Market or regulatory authorities would apply additional and more stringent criteria to us after considering the effectivenessof our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources,geographic reach, or experience as it relates to our audit.

Further, new laws and regulationsor changes in laws and regulations in both the United States and China could affect our ability to list our shares on Nasdaq, which couldmaterially impair the market for and market price of our ordinary shares.

The PRC’s labor law restricts ourability to reduce our workforce in the PRC in the event of an economic downturn and may increase our production costs.

In June 2007, the NationalPeople’s Congress of the PRC enacted new labor law legislation called the Labor Contract Law, which became effective on January1, 2008 (the “LC Law”). The LC Law formalized workers’ rights concerning overtime hours, pensions, layoffs, employmentcontracts and the role of trade unions. Considered one of the strictest labor laws in the world, among other things, the LC Law providesfor specific standards and procedures for the termination of an employment contract and places the burden of proof on the employer. Inaddition, the law requires the payment of a statutory severance pay upon the termination of an employment contract in most cases, includingthe case of the expiration of a fixed-term employment contract. Further, the LC Law requires an employer to conclude an “employmentcontract without a fixed-term” with any employee who either has worked for the same employer for ten (10) consecutive years or moreor has had two (2) consecutive fixed-term contracts with the same employer. An “employment contract without a fixed term”can no longer be terminated on the ground of the expiration of the contract, although it can still be terminated pursuant to the standardsand procedures set forth under the new law. Because of the lack of implementing rules for the LC Law and the precedents for the enforcementof such a law, the standards and procedures set forth under the LC Law in relation to the termination of an employment contract have raisedconcerns among foreign investment enterprises in the PRC that such “employment contract without a fixed term” might in factbecome a “lifetime, permanent employment contract.” Finally, under the LC Law, downsizing of either more than twenty (20)people or more than ten percent (10%) of the workforce may occur only under specified circumstances, such as a restructuring undertakenpursuant to the PRC’s Enterprise Bankruptcy Law, or where a company suffers serious difficulties in production and/or business operations,or where there has been a material change in the objective economic circumstances relied upon by the parties at the time of the conclusionof the employment contract, thereby making the performance of such employment contract impossible. To date, there has been very littleguidance and precedent as to how such specified circumstances for downsizing will be interpreted and enforced by the relevant PRC authorities.All of our employees working for us exclusively within the PRC are covered by the LC Law and thus, our ability to adjust the size of ouroperations when necessary in periods of recession or less severe economic downturns may be curtailed. Accordingly, if we face future periodsof decline in business activity generally or adverse economic periods specific to our business, the LC Law can be expected to exacerbatethe adverse effect of the economic environment on our results of operations and financial condition.

We cannot be certain that the Chinese regulatoryauthorities will not impose more stringent restrictions on the convertibility of the Renminbi, especially with respect to foreign exchangetransactions.

Fluctuations in the valueof the Renminbi may have a material and adverse effect on your investment. The change in value of the Renminbi against the U.S. dollaris affected by, among other things, changes in PRC’s political and economic conditions. We receive substantially all of our revenuesin RMB. Under our current structure, our income is primarily derived from payments from the PRC operating entities. Shortages in the availabilityof foreign currency may restrict the ability of our subsidiaries and our PRC affiliated entities to remit sufficient foreign currencyto pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing Chineseforeign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures fromtrade-related transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements.However, approval from appropriate government authorities is required where RMB is to be converted into foreign currency and remittedout of China to pay capital expenses, such as the repayment of bank loans denominated in foreign currencies. The Chinese government mayalso, at its discretion, restrict access in the future to foreign currencies for current account transactions. If the foreign exchangecontrol system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividendsin foreign currencies to our shareholders.

On July 21, 2005, the PRCgovernment changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchangerate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against theU.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 thatwith effect from October 1, 2016, Renminbi is determined to be a freely usable currency and will be included in the SDR basket as a fifthcurrency, along with the U.S. dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the Renminbi depreciatedsignificantly in the backdrop of a surging U.S. dollar and persistent capital outflows of China. In 2017, the RMB appreciated approximately6.3% against the U.S. dollar. In 2018, however, the RMB depreciated approximately 5.7% against the U.S. dollar, and the trend continuedin 2019. In 2020 and 2021, the RMB appreciated approximately 8.7% against the U.S. Dollar, but the RMB has sharply depreciated againstthe U.S. Dollar by 7.8% and 2.9%, respectively, in 2022 and 2023. In 2024 and 2025, the RMB has sharply depreciated against the U.S. Dollarby 5.1% and 0.5%, respectively. With the development of the foreign exchange market and progress towards interest rate liberalizationand Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and we cannotassure you that the Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficultto predict how market forces, international relations especially the trade tensions between U.S. and China, or government policies ofPRC or U.S. may impact the exchange rate between the Renminbi and the U.S. dollar in the future.

Fluctuations in the value of RMB may havea material adverse effect on your investment.

The value of RMB against theU.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. Ourrevenues, costs, and financial assets are mostly denominated in RMB, while our reporting currency is the U.S. dollar. Accordingly, thismay result in gains or losses from currency translation on our financial statements. We rely entirely on fees paid to us by our affiliatedentities in China. Therefore, any significant fluctuation in the value of RMB may materially and adversely affect our cash flows, revenues,earnings, financial position, and the value of, and any dividends payable on, our stock in U.S. dollars. For example, an appreciationof RMB against the U.S. dollar would, to the extent that we need to convert U.S. dollars into RMB for such purposes, make any new RMBdenominated investments or expenditures more costly to us. An appreciation of RMB against the U.S. dollar would result in foreign currencytranslation gains for financial reporting purposes when we translate our RMB denominated financial assets into U.S. dollars, as the U.S.dollar is our reporting currency.

In addition, appreciationor depreciation in the value of the Renminbi relative to the U.S. dollar would affect our financial results reported in U.S. dollars withoutgiving effect to any underlying change in our business or results of operations. The income statements of our operations are translatedinto U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar strengthens against foreign currencies,the translation of these foreign currencies denominated transactions results in reduced revenue, operating expenses and net income forour international operations. Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation of these foreigncurrency denominated transactions results in increased revenue, operating expenses and net income for our international operations. Weare also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign subsidiaries into U.S. dollarsin consolidation. If there is a change in foreign currency exchange rates, the conversion of the foreign subsidiaries’ financialstatements into U.S. dollars will lead to a translation gain or loss, which is recorded as a component of other comprehensive income.Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not enteredinto any hedging transactions. While we may enter into hedging transactions in the future, the availability and effectiveness of thesetransactions may be limited, and we may not be able to successfully hedge our exposure at all.

Changes in economic conditions and consumerconfidence in China may influence the pharmaceutical industry, consumer preferences and spending patterns.

Our business and revenue growthprimarily depend on the size of the pharmaceutical market in China. As a result, our revenue and profitability may be negatively affectedby changes in national, regional or local economic conditions and consumer confidence in China. In particular, as we focus on our expansionof our sales in metropolitan markets, where living standards and consumer purchasing power are relatively high, we are especially susceptibleto changes in economic conditions, consumer confidence and customer preferences of the urban Chinese population. External factors beyondour control that affect consumer confidence include unemployment rates, levels of personal disposable income, national, regional or localeconomic conditions, and acts of war or terrorism. Changes in economic conditions and consumer confidence could adversely affect consumerpreferences, purchasing power and spending patterns. A decrease in overall consumer spending as a result of changes in economic conditionscould adversely affect the front-end and pharmacy sales of our wholesales customers, and in turn, could adversely impact our sales andour profitability. In addition, acts of war or terrorism may cause damage to our facilities, disrupt the supply of the products we offer,or adversely impact consumer demand. Any of these factors could have a material adverse effect on our business, financial condition andresults of operations.

The economy of China had experienced unprecedentedgrowth. This growth has slowed in the recent years, and if the growth of the economy continues to slow or if the economy contracts, ourfinancial condition may be materially and adversely affected.

The rapid growth of the Chineseeconomy had historically resulted in widespread growth opportunities for industries across China. This growth has slowed in the recentyears. As a result of the global financial crisis due to COVID-19, and Ukraine War, and the inability of enterprises to gain comparableaccess to the same amounts of capital available in past years, there may be an adverse effect on the business climate and growth of privateenterprises in China. An economic slowdown could have an adverse effect on our sales and may increase our costs. Further, if economicgrowth continues to slow, and if, in conjunction, inflation continues unchecked, our costs would be likely to increase, and there canbe no assurance that we would be able to increase our prices to an extent that would offset the increase in our expenses.

In addition, a tightened labormarkets in our geographic region may result in fewer qualified applicants for job openings in our facilities. Further, higher wages, relatedlabor costs and other increasing cost trends may negatively impact our results.

Risks Related to an Investment in Our Securities

We may need additional capital, and thesale of equity securities could result in dilution to our shareholders, while debts may require us to make covenants restricting how weoperate.

We believe that the aggregateamount of our current cash, anticipated cash flow from operations, available borrowings under our existing bank facilities, and personalloans from our principal shareholders should be sufficient to meet our anticipated cash needs for the near future. We may, however, requireadditional cash resources due to changed business conditions or other future developments. If our resources are insufficient to satisfyour cash requirements, we may seek to sell additional equity or debt securities or obtain credit facilities. The sale of additional equitysecurities could result in the dilution of our existing shareholders. We cannot guarantee that we will be able to obtain any additionalfinancing on terms that are acceptable to us, or at all. Even if we are able to obtain any requisite financing, the incurrence of additionalindebtedness would result in increased debt service obligations, and could result in further operating and financing covenants that wouldrestrict our freedom to operate our business, such as conditions that:

To date, we have not paid any cash dividendsand we do not estimate to distribute any cash dividends in the foreseeable future.

We do not anticipate payingcash dividends on our ordinary shares in the foreseeable future and we may not have sufficient funds legally available to pay dividends.Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We intend to retain allearnings for our operations.

Nasdaq may delist our ordinary shares fromtrading on the Nasdaq Capital Market for failing to maintain a minimum bid price of $1.00 or for other noncompliance with Nasdaq listingrequirements, which could limit investors’ ability to effect transactions in our ordinary shares and subject us to additional tradingrestrictions.

On June 15, 2023, the Companywas first notified by the Nasdaq Stock Market LLC (“Nasdaq”), notifying us our failure to maintain a minimum bid price of$1.00 per share for 30 consecutive trading days under Nasdaq Listing Rules 5550(a)(2) and 5810(c)(3)(A). The Company was given its first180-day extension, or until December 12, 2023 to regain compliance by maintaining a minimum closing bid price of at least $1.00 for aminimum of 10 consecutive trading days.

On December 13, 2023, theCompany was notified by the Nasdaq regarding a second 180-day extension from or until June 10, 2024 to regain compliance. Effective March1, 2024, the Company effected a 1-for-20 reverse stock split.

On March 15, 2024, the Companyreceived a compliance letter from Nasdaq notifying that as of March 14, 2024, the Company evidenced a closing bid price of its ordinaryshares at or greater than the $1.00 per share minimum requirement for the last 10 consecutive business days, from March 1, 2024 throughMarch 14, 2024. Nasdaq stated that accordingly, the Company has regained compliance with Nasdaq Marketplace Rule 5550(a)(2).

We cannot provide assurancethat we will remain compliant with the Bid Price Rule or other continued listing standards in the future, including those relating tominimum stockholders’ equity and market value of publicly held shares. If Nasdaq delists our ordinary shares from trading on itsexchange due to incompliance, we could face significant material adverse consequences including:

Although publicly traded, the trading marketin our ordinary shares may be substantially less liquid than the average stock quoted on the Nasdaq Capital Market, and such low tradingvolume may adversely affect the price of our ordinary shares.

Although our securities hasbeen listed on the Nasdaq Capital Market since April 22, 2010, the historical trading volume of our securities has generally been low.Limited trading volume will subject our ordinary shares to greater price volatility and may make it difficult for you to sell your sharesat a price that is attractive to you.

The market price for our stock may be volatile,and such volatility may subject us to securities litigation.

The market price for our stockmay be volatile and, when compared to seasoned issuers, subject to wide fluctuations in response to various factors, many of which arebeyond our control, including the following:

As an illustration of suchvolatility, the closing price of our ordinary shares during the fifty two (52) weeks preceding the date of this report ranged from a lowof $0.80 to a high of $2.80. In addition, the securities market has from time to time experienced significant price and volume fluctuationsthat are not related to the operating performance of particular companies. These market fluctuations may also materially and adverselyaffect the market price of our stock.

In the past, plaintiffs haveoften initiated securities class action litigation against a company following periods of volatility in the market price of its securities.We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities andcould divert management’s attention and resources.

Techniques employed by manipulative shortsellers in Chinese small-cap stocks may drive down the market price of our ordinary shares.

Short selling is the practiceof selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securitiesback at a later date to return to the lender. The short seller hopes to profit from the difference in the sale price of the borrowed securitiesand the purchase price of the replacement shares. As it is therefore in the short seller’s best interests for the price of the stockto decline, there have been incidents of short sellers publishing, or arranging to publish negative opinions in order to create negativemarket momentum. While traditionally these disclosed shorts have been limited in their ability to access mainstream business media orto otherwise create negative market rumors, the rise of the Internet and technological advancements regarding document creation, videotapingand publication by weblog (“blogging”) have allowed many disclosed shorts to publicly attack a company’s credibility,strategy and veracity by means of so-called research reports that mimic the type of investment analysis performed by large Wall Streetfirms and independent research analysts. These short attacks have, in the past, resulted in the selling of shares in the market, on occasionon a large scale and broad base. Issuers with business operations based in the PRC, that have limited trading volumes and that are susceptibleto higher volatility levels than U.S. domestic large-cap stocks can be particularly vulnerable to such short attacks.

These short seller publicationsare not regulated by any governmental, self-regulatory organization or other official authority in the U.S., are not subject to the certificationrequirements imposed by the SEC in Regulation Analyst Certification and, accordingly, the opinions they express may be based on distortionof the actual facts or, in some cases, fabrication of the facts. In light of the limited risks involved in publishing such information,and the enormous profit that can be made from running just one successful short attack, unless the short sellers become subject to significantpenalties, it is more likely than not that disclosed shorts will continue to issue such reports.

While we intend to stronglydefend our public filings against any such short seller attacks, oftentimes we are constrained, either by principles of freedom of speech,applicable state law (often called Anti-SLAPP statutes), or issues of commercial confidentiality, in the manner in which we can proceedagainst the relevant short seller. You should be aware that in light of the relative freedom to operate that such persons enjoy - oftentimesblogging from outside the U.S. with little or no assets or identity requirements - should we be targeted for such an attack and the rumorsnot dismissed by market participants, our stock will likely suffer from a temporary, or possibly long term, decline in market price.

Our Chairman of the Board owns a substantialportion of our outstanding ordinary shares, which enables him to influence many significant corporate actions, and his interests may notalign with those of other shareholders.

On January 31, 2025, we issued2,225,000 ordinary shares to Mr. Lingtao Kong in exchange for all of his ownership interests in Ridgeline, which owns 100% of Allright.As a result, Mr. Kong became the beneficial owner of approximately 38% of our outstanding ordinary shares. He was also elected Chairmanof our Board following the closing of the Restructuring Transactions.

Mr. Kong’s substantialownership and leadership position give him significant influence over matters requiring shareholder approval, including director elections,amendments to governing documents, and major corporate transactions. His control could delay or prevent a change in control, potentiallydepriving shareholders of the opportunity to receive a premium for their shares and adversely affecting the market value and liquidityof our ordinary shares. His influence may also deter potential investors and raise actual or perceived conflicts of interest between hispersonal interests and those of other shareholders. Mr. Kong’s significant influence could affect our corporate decision-makingand his interests may not align with those of other shareholders.

ITEM 4. INFORMATION ON THE COMPANY.

A. HISTORY AND DEVELOPMENTOF THE COMPANY.

Overview

We are a wholesale distributorof pharmaceutical and other healthcare products in the People’s Republic of China (“PRC” or “China”). Asfurther described below, the wholesale business is primarily conducted through subsidiaries of Renovation, including Zhejiang Jiuxin MedicineCo., Ltd. (“Jiuxin Medicine”) acquired by us in August 2011, and Allright (Hangzhou) Internet Technology Co. Ltd (“Allright”)acquired by us in February 2025 (see “Corporate History” below).

Under the name of China Jo-JoDrugstores, Inc., the Company was originally founded as a retail pharmacy business and subsequently ventured into the wholesale businessin 2011 through the acquisition of Jiuxin Medicine. Prior to the Restructuring Transactions, we operated our pharmacies (including themedical clinics) through VIEs including Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd. (“Jiuzhou Pharmacy”), Hangzhou JiuzhouClinic of Integrated Traditional and Western Medicine (General Partnership) (“Jiuzhou Clinic”), and Hangzhou Jiuzhou Medical& Public Health Service Co., Ltd. (“Jiuzhou Service”), which we controlled contractually through Jiuxin Investment (referto “Contractual Arrangements with HJ Group and the Key Personnel” below in this report regarding the details of contractualarrangements). We also had a herb farming business cultivating and wholesaling herbs used for TCM prior to the Restructuring Transactions.This business was conducted through Hangzhou Qianhong Agriculture Development Co., Ltd. (“Qianhong Agriculture”), a wholly-ownedsubsidiary of Jiuxin Investment.

In the first quarter of 2025,the Company completed strategic restructuring of its overall business, aiming to transition from a high-cost retail segment to a wholesale-focusedmodel by expansion of its wholesale business through acquisition of Allright and divestiture of its retail drugstores business. Pursuantto that certain Equity Exchange Agreement with Renovation, Mr. Lei Liu, Ms. Li Qi, and Oakview International Limited (“Oakview”),dated January 31, 2025, Renovation transferred all equity in Jiuxin Investment to Oakview, in exchange for irrevocable surrender for noconsideration by Mr. Liu, Ms. Qi, Oakview and their affiliates in total 2,548,353 ordinary shares back to us. Concurrently on January31, 2025, we entered into that certain Equity Exchange Agreement with Mr. Lingtao Kong and Ridgeline, pursuant to which the Company acquiredfrom Mr. Kong all of the issued and outstanding ordinary shares of Ridgeline, the direct parent company of Allright, by issuing 2,225,000ordinary shares to Mr. Kong. The Restructuring Transactions were approved by our shareholders at our annual general meeting of shareholdersheld on February 25, 2025, and were closed on February 28, 2025. Following the consummation of the Divestiture, Jiuxin Investment andall entities owned or controlled by Jiuxin Investment, including each of Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service, are ownedor controlled indirectly by Mr. Liu and Ms. Qi. As the result of the Restructuring Transactions, the Company currently operates primarilyin the wholesale business selling pharmaceutical products to trading companies and other businesses.

We currently operate in theoffline wholesale distribution of pharmaceutical products primarily to local buyers, while also engaging in online sales through bothour self-operated and third-party platforms to customers nationwide. Since August 2011, we have operated a wholesale business throughJiuxin Medicine, distributing third-party pharmaceutical products, including prescription and over-the-counter (“OTC”) drugs,nutritional supplements, traditional Chinese medicine (“TCM”), personal and family care products, and medical devices, aswell as convenience products, including consumable, seasonal, and promotional items primarily to trading companies throughout China. JiuxinMedicine is wholly owned by Renovation.

As discussed above, Allrightwas acquired by us in February 2025. Allright operates in the B2B sector, providing wholesale distribution and online sales through self-operatedand third-party platforms, with a focus on pharmaceuticals, medical devices, health foods, cosmetics, and daily necessities.

As result of the RestructuringTransactions in February 2025, we no longer operate in the retail pharmacy business or the herb farming business.

Corporate History

We were incorporated in Nevadaon December 19, 2006, under the name “Kerrisdale Mining Corporation,” with a principal business objective to acquire and developmineral properties. Although we had acquired certain mining claims, we were not operational.

On September 17, 2009, weacquired control of Renovation, pursuant to a share exchange agreement. On September 24, 2009, we amended our Articles of Incorporationto change our name from “Kerrisdale Mining Corporation” to “China Jo-Jo Drugstores, Inc.” (“CJJD Nevada”).

On May 14, 2021, CJJD Nevadaand China Jo-Jo Drugstores Holdings, Inc., an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiaryof CJJD Nevada (“CJJD Cayman”) entered into a definitive agreement and plan of merger (the “Merger Agreement”),pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, CJJD Nevada merged with and into CJJDCayman (the “Redomicile Merger”), with CJJD Cayman surviving and changing its name to China Jo-Jo Drugstores, Inc. Followingthe Redomicile Merger, CJJD Cayman, together with its subsidiaries, owns and continues to conduct CJJD Nevada’s business in substantiallythe same manner as was conducted by CJJD Nevada and its subsidiaries prior to the Redomicile Merger. The Redomicile Merger was completedon July 30, 2021. As a result of the Reorganization, each issued and outstanding share of CJJD Nevada’s common stock was convertedinto the right to receive one CJJD Cayman ordinary share, which shares were issued by CJJD Cayman as part of the Redomicile Merger.

On January 31, 2025, we enteredinto (i) that certain Equity Exchange Agreement with Mr. Lingtao Kong and Ridgeline, pursuant to which the Company acquired from Mr. Kong,the sole shareholder of Ridgeline, all of the issued and outstanding ordinary shares of Ridgeline, by issuing 2,225,000 our ordinary sharesto Mr. Kong, and (ii) that certain Equity Exchange Agreement with Renovation, Mr. Lei Liu, Ms. Li Qi, and Oakview, pursuant to which Renovationtransferred all equity in Jiuxin Investment to Oakview, in exchange for irrevocable surrender for no consideration by Mr. Liu, Ms. Qi,Oakview and their affiliates in total 2,548,353 our ordinary shares back to us. The transactions were closed on February 28, 2025. Followingthe closing of these transactions, we changed our name from “China Jo-Jo Drugstores, Inc.” to “Ridgetech, Inc.”,effective as of February 28, 2025. We also changed our trading symbol on The Nasdaq Stock Market LLC from “CJJD” to “RDGT”,effective as of March 4, 2025. Effective as of the closing, Mr. Liu and Ms. Qi resigned from our board of directors and any other officerpositions with us (including Mr. Liu’s role as our Chief Executive Officer), and Mr. Ming Zhao, our Chief Financial Officer, wasappointed as our interim Chief Executive Officer to hold such office until a permanent Chief Executive Officer is duly appointed.

On May 28, 2025, followingthe receipt of an order granted by the Grand Court of the Cayman Islands confirming the capital reduction and the share subdivision, weeffected a reduction of the par value of each of our issued, ordinary share from US$0.24 to US$0.001 by cancelling the paid-up capitalto the extent of the difference between US$0.24 and such new par value, and immediately following the capital reduction, each of our authorizedbut unissued ordinary shares of par value of US$0.24 be sub-divided into 240 new ordinary shares of par value of US$0.001 each. On May29, 2025, we filed a copy of the Fourth Amended and Restated Memorandum and Articles of Association reflecting the capital reduction andthe share subdivision with the Cayman Islands General Registry. Pursuant to the Fourth Amended and Restated Memorandum and Articles, ourauthorized share capital now has become US$36,010,000 divided into (i) 36,000,000,000 ordinary shares of a par value of US$0.001 eachand (ii) 10,000,000 preferred shares of a par value of US$0.001 each.

Contractual Arrangements with HJ Group andthe Key Personnel

Our relationships with HJGroup and Mr. Lei Liu and Ms. Li Qi, in their capacity as shareholders of HJ Group were historically governed by a series of contractualarrangements between Jiuxin Investment and HJ Group. As result of the Restructuring Transactions in the first quarter of 2025, we transferredour equity interests in Jiuxin Investment to Mr. Liu and Ms. Qi and their affiliates and no longer have any VIE within our corporate structure.

For more information relatingto the historical contractual arrangements with HJ Group and the Key Personnel, please see the Annual Report on Form 10-K for the fiscalyear ended March 31, 2020 of our predecessor, China Jo-Jo Drugstores, Inc. a Nevada Corporation, filed with the SEC on July 10, 2020 underPart I, Item 1 “Business” - “Contractual Arrangements with HJ Group and the Key Personnel.”

Corporate Information

Our principal executive officeis located at 5th Floor, Building 6, No. 100, 18th Street, Baiyang Sub-district, Qiantang District, Hangzhou City, Zhejiang Province,and China. Our main telephone number is +86-571-88219579. Our website is www.ridgetch.com. We routinely post important information onour website. The information contained on our website is not a part of this annual report.

Our transfer agent is EquinitiTrust Company, LLC, whose address is 48 Wall Street, Floor 23 New York, NY 10005, and whose telephone number is (800) 468-9716.

The SEC maintains an internetsite that contains reports, proxy and information statements, and other information regarding issuers that file electronically with theSEC at www.sec.gov.

B. BUSINESS OVERVIEW.

We are a holding company incorporatedin the Cayman Islands that conducts substantially all of its business operations in China. Following the disposition of our wholly-ownedsubsidiary, Jiuxin Investment and its owned or controlled entities, we have divested our retail pharmacy business, and shifted our focusto the wholesale business of pharmaceutical products in China, both online and offline. We currently operate in the offline wholesaledistribution of pharmaceutical products primarily to local buyers, while also engaging in online sales through both our self-operatedand third-party platforms to customers nationwide.

Since acquiring Jiuxin Medicinein August 2011, we have been distributing third-party products primarily to drug distributors throughout China, including prescriptiondrugs, OTC drugs, nutritional supplements, TCM products, sundry products, and medical devices.

During the fiscal year endedMarch 31, 2025, we expanded our operations in wholesale distribution business by the acquisition of Ridgeline and its subsidiary, Allright.Allright is a rapidly growing online and offline wholesale distributor of pharmaceutical and other healthcare products such as healthfoods, cosmetics and daily necessities in China. Allright actively sells on popular online distribution platforms nationwide. Throughthese online platforms, Allright sells various medical products to retail pharmacies, clinics and other vendors across the country. Allrightalso operates its own online distribution platform, which is designed to provide services such as medication guidance, sales management,and customer health solutions while utilizing digital tools to enhance the user experience. Its operations are supported by modern logisticssystems, including automated and intelligent warehousing, and a focus on quality management and traceability to maintain product safetyand transparency. Additionally, Allright has a professional sales team with strong service capabilities, and it has a well-establishedand high-quality sales network covering Zhejiang Province.

We believe that our presenceon multiple platforms offers greater opportunities to distribute pharmaceutical products nationwide, and that following the acquisitionof Allright, the Company is better positioned to enhance its financial performance.

Our Customers

Our wholesale customers includesretail pharmacies, clinics and third-party trading companies that purchase from us to resell to pharmacies throughout China. As of June2025, we have more than 5000 varieties of products and serves over 150,000 customers including retail pharmacies, clinics and other vendorsacross the country.

On February 28, 2025, theDivestiture was completed. In accordance with ASC 205-20 (Discontinued Operations), the Company determined that Jiuxin Investment’sbusiness qualified as a discontinued operation and has presented it as such in the audited consolidated financial statements. Financialresults for discontinued operations are reported separately from continuing operations. After divestiture of Jiuxin Investment, the internalsales to Jiuzhou Pharmacy were not eliminated in the audited consolidated financial statements. For the fiscal year ended March 31, 2025,the Company had two customers that accounted for more than 10% of the Company’s total sales from continuing operations, which were67.1% and 18.7%, respectively. For the fiscal year ended March 31, 2024, the Company had two customers that accounted for more than 10%of the Company’s total sales from continuing operations, which were 61.7% and 24.9%, respectively.

Following the consummationof the Restructuring Transactions, Jiuxin Medicine and Jiuzhou Pharmacy entered into a three-year supply agreement starting from February28, 2025 (the “Supply Agreement”). Sales to Jiuzhou Pharmacy currently account for over 60% of the Company’s revenueand are expected to remain a significant source of revenue in the near term.

Under the terms of the SupplyAgreement, Jiuxin Medicine agrees to supply pharmaceutical products to Jiuzhou Pharmacy at a price no higher than the lowest wholesaleprice in the area where Jiuzhou Pharmacy (or the applicable branch thereof) is located. The agreement may be terminated by mutual consentor by either party with one month’s prior written notice in the event of a material change to the other party’s business oroperations. Additional termination rights apply in cases of material pricing disputes, provision of false information, force majeure,regulatory non-compliance, reputational harm, or product discontinuation. A copy of the Supply Agreement is filed as Exhibit 4.40 to thisannual report.

See “Item 3. Key Information– D. Risk Factor – Our business relies on a limited number of key customers, which may change from year to year, anda loss of one or more of these key customers may adversely affect our operating results.;” and “Item 3. Key Information- D. Risk Factor - We may face challenges in recovering accounts receivable from Jiuzhou Pharmacy and associated clinics followingthe Restructuring Transactions and in maintaining the supply relationship between Jiuxin Medicine and Jiuzhou Pharmacy, which we expectwill continue to generate a substantial portion of our revenue in the near term. The loss of this relationship could have a material adverseeffect on our business, financial condition, and results of operations.”

Marketing and Promotion

Our marketing and promotionefforts are focused on our online and offline wholesale segments, and our strategy includes exploring more third-party platforms, providinga wide variety of commodity with competitive pricing, adapting to the needs of small customers, establishing and promoting our own platform,and engaging more experience salespersons.

Third-party platforms havebecome a fast-growing channel for online medicine wholesale. Our sales team has explored a variety of these platforms such as YSB, Inc.,Medicine Help, and One Medical City. We design customized sale strategies for each platform.

Our customers on these platformsare usually small local business such as clinics and small drugstores, Although they place smaller orders, their demand for pharmaceuticaland related products is diverse. By carrying a broad range of products with reasonable pricing, we are able to attract more small customerswho have limited supplying resources.

Unlike certain large customers,small customers are not always experienced in identifying the appropriate usage of various medicines and often turn to us for assistance.We have organized a team to actively monitor and respond to the questions from these customers.

Furthermore, we have establishedour own platform to promote sales. Although sales via our own platform are currently limited, we believe we are making steady progresstoward gaining greater control over supplier and customer resources by operating our own platform.

In addition, local pharmaceuticalvendors remain an important source of revenue. Experienced salespersons are often able to locate these vendors and meet their demandson specific medical products. We have invested significant resource in retaining such talent in this area.

Logistics

Astro Boy Logistic providesus warehouse facility located approximately fifty miles from our headquarters, which served as our central distribution center. AstroBoy Logistics’ staff and vehicles make regular deliveries to our wholesale customers.

We employ third-party logisticscompanies for deliveries to wholesale customers outside Hangzhou. We believe that reliable logistics providers are readily available andcan be replaced without any material interruptions to our business.

Suppliers

We source wholesale productsfrom approximately 526 suppliers. For the fiscal year ended March 31, 2025, the Company had four suppliers that accounted for more than10% of the Company’s total purchases, which were 14.9%, 14.3%, 10.8% and 10.1%, respectively. These suppliers are neither relatedto nor affiliated with us. For the fiscal year ended March 31, 2024, the Company had one supplier that accounted for more than 10% ofthe Company’s total purchases, which was 13.5%. This supplier is neither related to nor affiliated with us.

We believe that competitivesources are readily available for substantially all of the products we require for our retail and wholesale businesses. As such, we believethat we can change suppliers without any material interruption to our business. To date, we have not experienced any significant difficultyin sourcing our suppliers.

Quality Control

We strongly emphasize qualitycontrol, which starts with procurement. In addition to their market acceptance and costs, we select products based on Good ManufacturingPractice and Good Supply Practice (“GSP”) compliance status of their suppliers. We also assess product quality based on themanufacturer’s facilities and capabilities, including technology, packaging and logistics. We conduct random quality inspectionsof each batch of products we procure, and replace any supplier who fails to pass such inspections.

We also enforce strict qualitycontrol measures at our distribution center. All products are screened upon their arrival, and those with evidence of defects or damagesare immediately rejected. Products that pass the screening process are recorded and stored strictly according to each manufacturer’stemperature and other requirements. Products are verified against the appropriate delivery orders prior to leaving the facility. We usevehicles with cold-temperature storage to make deliveries as necessary.

Competition

The wholesale pharmaceuticaldistribution industry in China is competitive and highly fragmented. We compete with regional distributors, such as Zhengchen PharmaceuticalCo., Ltd. and Hangzhou Xiaoran Pharmaceutical Co., Ltd., as well as national operators such as Fengwoda Pharmaceutical Co., Ltd. and JiuzhoutongPharmaceutical Co., Ltd. These competitors have substantially greater logistics capacities and more financial resources, as well as moreindustry-relevant experience, than us.

Employees

As of March 31, 2025, we had61 employees combined in our wholesale operation. The number of employees for each area of operations, and such employees as a percentageof our total workforce, are as follows:

We closely monitor the qualityof the service provided by our employees at all levels. The training is designed to encompass a number of areas, such as knowledge ofour products and effective customer service. We believe these programs have played an important role in strengthening the capabilitiesof our employees.

Relevant PRC Regulations

SAFE Registration

In October 2005, SAFE issuedCircular 75. Circular 75 regulates foreign exchange matters in relation to the use of a special purpose vehicle by PRC residents to seekoffshore equity financing and conduct “round trip investment” in China. The Key Personnel, who are PRC residents, are in compliancewith Circular 75 and its implementing circulars.

Dividend Distribution

Under current applicable lawsand regulations, each of our consolidated PRC entities, including WFOEs and domestic companies, may pay dividends only out of their accumulatedprofits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our consolidated PRC entitiesis required to deposit at least ten percent (10%) of its after-tax profit based on PRC accounting standards each year into its statutorysurplus reserve fund until the accumulative amount of such reserve reaches fifty percent (50%) of its registered capital. These reservesare not distributable as cash dividends. As of March 31, 2025, the accumulated balance of our statutory reserve funds reserves amountedto nil, and the accumulated losses of our consolidated PRC entities amounted to $25.94 million.

Taxation

The current PRC EnterpriseIncome Tax Law (the “EIT Law”), and the implementation regulations for the EIT Law issued by China’s State Council,became effective as of January 1, 2008. Under the EIT Law, enterprises are classified as either resident or non-resident enterprises.An enterprise established outside of China with its “de facto management bodies” located within China is considered a “residententerprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. Theimplementing rules of the EIT Law defines a “de facto management body” as a managing body that in practice exercises “substantialand overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise;however, it remains unclear whether the PRC tax authorities would deem our managing body as being located within China. Due to the relativelyshort history of the EIT Law and lack of applicable legal precedents, the PRC tax authorities determine the PRC tax resident treatmentof entities organized under the laws of foreign jurisdictions on a case-by-case basis.

If the PRC tax authoritiesdetermine that we are a resident enterprise for PRC enterprise income tax purposes, a number of PRC tax consequences could follow. First,we may be subject to enterprise income tax at a rate of twenty five percent (25%) on our respective worldwide taxable income, as wellas PRC enterprise income tax reporting obligations. Second, although the EIT Law provides that “dividends, bonuses and other equityinvestment proceeds between qualified resident enterprises” is exempted income, and the implementing rules of the EIT Law referto “dividends, bonuses and other equity investment proceeds between qualified resident enterprises” as the investment proceedsobtained by a resident enterprise from its direct investment in another resident enterprise, it is still unclear whether any dividendswe may receive from our current subsidiaries would be classified as “dividends between qualified resident enterprises” andtherefore qualify for tax exemption.

If we are treated as a non-residententerprise under the EIT Law, any dividends that we receive from Allright, and historically received from Jiuxin Investment (assumingsuch dividends are deemed to be sourced from within the PRC) (i) may be subject to a five percent (5%) PRC withholding tax, provided thatwe own more than twenty five percent (25%) of the registered capital of Allright or Jiuxin Investment incessantly within twelve (12) monthsimmediately prior to obtaining such dividends from Allright or Jiuxin Investment, as applicable, and if the Arrangement between the Mainlandof China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion withRespect to Taxes on Income (the “Arrangement”) is applicable, or (ii) if the Arrangement does not apply (i.e. the PRC taxauthorities may deem us to be a conduit not entitled to treaty benefits), may be subject to a ten percent (10%) PRC withholding tax. Similarly,if we are treated as a non-resident enterprise, and Renovation is treated as a resident enterprise, then any dividends that we receivefrom Renovation (assuming such dividends were considered sourced within the PRC) may be subject to a ten percent (10%) PRC withholdingtax. Any such taxes on dividends could materially reduce the amount of dividends, if any, that we could pay to our shareholders.

Finally, the new “residententerprise” classification could result in a situation in which a ten percent (10%) PRC tax is imposed on dividends we pay to ourinvestors that are non-resident enterprises so long as such non-resident enterprise investors do not have an establishment or place ofbusiness in China or, despite the existence of such establishment of place of business in China, the relevant income is not effectivelyconnected with such establishment or place of business in China, to the extent that such dividends have their sources within the PRC.Similarly, any gain realized on the transfer of our shares by such investors is also subject to a ten percent (10%) PRC income tax ifsuch gain is regarded as income derived from sources within China. In such event, we may be required to withhold a ten percent (10%) PRCtax on any dividends paid to our investors that are non-resident enterprises. Our investors that are non-resident enterprises also maybe responsible for paying PRC tax at a rate of ten percent (10%) on any gain realized from the sale or transfer of our common shares incertain circumstances. We would not, however, have an obligation to withhold PRC tax with respect to such gain.

Moreover, the State Administrationof Taxation issued the Notice on Strengthening the Administration of Enterprise Income Tax on Share Transfer Income of Non-ResidentEnterprises No. 698 (“Circular 698”) on December 10, 2009, which reinforces taxation on transfer of non-listed sharesby non-resident enterprises through overseas holding vehicles. Circular 698 applies retroactively and was deemed to be effective as ofJanuary 2008. Pursuant to Circular 698, where (i) a foreign investor who indirectly holds equity interest in a PRC resident enterprisethrough an offshore holding company indirectly transfers equity interests in a PRC resident enterprise by selling the shares of the offshoreholding company, and (ii) the offshore holding company is located in a jurisdiction where the effective tax rate is lower than twelveand a half percent (12.5%) or where the offshore income of its residents is not taxable, the foreign investor is required to provide thetax authority in charge of that PRC resident enterprise with certain relevant information within thirty (30) days of the transfer. Thetax authorities in charge will evaluate the offshore transaction for tax purposes. In the event that the tax authorities determine thatsuch transfer is abusing forms of business organization and there is no reasonable commercial purpose other than avoidance of PRC enterpriseincome tax, the tax authorities will have the power to conduct a substance-over-form re-assessment of the nature of the equity transfer.A reasonable commercial purpose may be established when the overall offshore structure is set up to comply with the requirements of supervisingauthorities of international capital markets. If the State Administration of Taxation’s challenge of a transfer is successful, theywill deny the existence of the offshore holding company that is used for tax planning purposes. Since Circular 698 has a brief history,there is uncertainty as to its application.

General PRC Government Approval

As a wholesale distributorof pharmaceutical products, we are subject to regulation and oversight by different levels of the food and drug administration in China,in particular, the SFDA. The Drug Administration Law of the PRC, as amended, provides the basic legal framework for the administrationof the production and sale of pharmaceutical products in China and governs the manufacturing, distributing, packaging, pricing, and advertisingof pharmaceutical products in China. The corresponding implementation regulations set out detailed rules with respect to the administrationof pharmaceuticals in China. We are also subject to other PRC laws and regulations that are applicable to business operators and foreign-investedcompanies.

Distribution of Pharmaceutical Products

A distributor of pharmaceuticalproducts must obtain a distribution permit from the relevant provincial or designated municipal- or county-level SFDA. The grant of suchpermit is subject to an inspection of the distributor’s facilities, warehouses, hygienic environment, quality control systems, personnel,and equipment. The distribution permit is valid for five (5) years, and the holder must apply for renewal of the permit within six (6)months prior to its expiration. In addition, a pharmaceutical product distributor needs to obtain a business license from the relevantadministration for industry and commerce prior to commencing its business. All of our consolidated entities that engage in the retailpharmaceutical business have obtained necessary pharmaceutical distribution permits, and we do not expect to face any difficulties inrenewing these permits and/or certifications.

In addition, under the Supervisionand Administration Rules on Pharmaceutical Product Distribution, promulgated by the SFDA on January 31, 2007, and effective May 1,2007, a pharmaceutical product distributor is responsible for its procurement and sales activities and is liable for the actions of itsemployees or agents in connection with their conduct of distribution on behalf of the distributor.

Restrictions on Foreign Ownership of WholesalePharmaceutical Business in China

PRC regulations on foreigninvestment currently permit foreign companies to establish or invest in WFOEs or joint ventures that engage in wholesale or retail salesof pharmaceuticals in China. For retail sales, these regulations restrict the number and size of pharmacies that a foreign investor mayestablish. If a foreign investor owns more than thirty (30) stores that sell a variety of branded pharmaceutical products sourced fromdifferent suppliers, the foreign investor’s ownership interests in the stores are limited to forty nine percent (49%). In lieu ofequity ownership, prior to the Restructuring Transactions, our WFOE, Jiuxin Investment, had entered into contractual arrangements withJiuzhou Pharmacy and the Key Personnel.

Later, in the revised Cataloguefor the Guidance of Foreign Investment Industries (2011 Revision) (now abolished), the term “pharmaceuticals” in the aforementionedclause was removed, and pharmaceutical wholesale and retail were no longer classified as restricted industries for foreign investment.According to the current Special Administrative Measures for Foreign Investment Access (Negative List) (2021 Edition), the operating businessesof our domestic entities do not fall within the scope of the Foreign Investment Negative List. However, prior to the Restructuring Transactions,we retained the VIE structure intact without dismantling it.

On February 28, 2025, theCompany divested Jiuxin Investment and its owned and controlled entities. Following the Restructuring Transactions, the Company no longerhas any VIE within its corporate structure.

Good Supply Practice Standards

GSP standards regulate wholesaleand retail pharmaceutical product distributors to ensure the quality of distribution of pharmaceutical products in China. All wholesaleand retail pharmaceutical product distributors are required to apply for GSP certification within thirty (30) days after obtaining drugdistribution permits. The current applicable GSP standards require pharmaceutical product distributors to implement strict controls onthe distribution of medicine products, including standards regarding staff qualifications, distribution premises, warehouses, inspectionequipment and facilities, management, and quality control. Specifically, the warehouse must be able to store the pharmaceutical productsat various required temperatures and humidity, and handle transport, warehouse entries, delivery, and billing by computerized logisticsmanagement systems. The GSP certificate is usually valid for five (5) years. Currently, Jiuxin Medicine and Allright are both GSP certified.

Prescription Administration

Under the Rules onAdministration of Prescriptions promulgated by the SFDA, effective May 1, 2007, doctors are required to include the chemicalingredients of the medicine they prescribe in their prescription and are not allowed to include brand names in their prescription. Thisregulation is designed to provide consumers with choices among different pharmaceutical products that contain the same chemical ingredients.

Advertisement of Pharmaceutical Products

Under the AdvertisingLaw of PRC, the contents of an advertisement must be true, lawful, without falsehood, and must neither deceive nor mislead consumers.Accordingly, advertisement must be examined by the competent authority prior to its publication or broadcast through any form of media.In addition, advertisement of pharmaceutical products may only be based on a drug’s approved indication of use statement, and maynot contain any assurance of a product’s efficiency, treatment efficiency, curative rate, or any other information prohibited bylaw. Advertisement for certain drugs should include an admonishment to seek a doctor’s advice before purchasing and application.Advertising is prohibited for certain drugs such as anesthetics and psychotropic drugs.

To further prevent misleadingadvertising of pharmaceutical products, the SAIC and the SFDA jointly promulgated the Standards for Examination and Publicationof Advertisements of Pharmaceutical Products and Measures for Examination of Advertisement of Pharmaceutical Products inMarch 2007. Under these regulations, an approval must be obtained from the provincial level of food and drug administration before a pharmaceuticalproduct may be advertised. In addition, once approved, an advertisement’s content may not be altered without further approval. Suchapproval, once obtained, is valid for one (1) year.

Product Liability and Consumers Protection

Product liability claims mayarise if the products sold have any harmful effect on consumers. The injured party may make a claim for damages or compensation. The GeneralPrinciples of the Civil Law of the PRC, which became effective in January 1987, state that manufacturers and sellers of defectiveproducts causing property damage or injury shall incur civil liabilities for such damage or injuries.

The Product QualityLaw of the PRC was enacted in 1993 and amended in 2000 to strengthen the quality control of products and protect consumers’rights and interests. Under this law, manufacturers and distributors who produce or sell defective products may be subject to confiscationof earnings from such sales, revocation of business licenses, imposition of fines, and, in severe circumstances, may be subject to criminalliability.

The AdministrativeMeasures for Drug Recalls was issued by the SFDA in December 2007, and covers two (2) types of drug recalls, namely voluntaryrecalls and compulsory recalls. Under such regulation, wholesalers are obliged to assist drug manufacturers with any drug recall. In addition,a wholesaler must immediately cease to sell any drug that the wholesaler learns has any safety issues, and must immediately notify themanufacturer or its supplier as well as report the matter to the SFDA.

The Law of the PRCon the Protection of the Rights and Interests of Consumers was promulgated on October 31, 1993 and became effective on January1, 1994 to protect consumers’ rights when they purchase or use goods or services. All business operators must comply with this lawwhen they manufacture or sell goods and/or provide services to customers. In extreme situations, pharmaceutical product manufacturersand distributors may be subject to criminal liability if their goods or services lead to the death or injuries of customers or other thirdparties.

The Tort Law of thePRC was promulgated on December 26, 2009 and went into effect on July 1, 2010. The Tort Law provides that manufacturers and distributorswho produce or sell defective products shall be responsible for the damage caused by the defective products.

Sales of Nutritional Supplements and otherFood Products

A distributor of nutritionalsupplements and other food products must obtain a food circulation permit from its local Administration of Industry and Commerce. Thegrant of such permit is subject to an inspection of the distributor’s facilities, warehouses, hygienic environment, quality controlsystems, personnel, and equipment. The food circulation permit is valid for three (3) years, and the holder must apply for renewal ofthe certificate within thirty (30) days prior to its expiration. Currently, Jiuxin Medicine holds a valid Food Circulation Permit.

Interim Regulations on Administration ofSino-Foreign Joint Venture and Cooperative Medical Institutions

As per China’s commitmentsto the World Trade Organization, “Foreign service suppliers are permitted to establish joint venture hospitals or clinics with localChinese partners with quantitative limitations in line with China’s needs. Foreign majority ownership is permitted.” In accordancewith the Interim Regulations on Administration of Sino-Foreign Joint Venture and Cooperative Medical Institutions issuedjointly by the Ministry of Health (“MOH”) and the Ministry of Commerce (“MOFCOM”) in 2000, the Chinese party ofSino-foreign joint ventures and cooperative medical institutions shall hold no less than thirty percent (30%) of shares and legal rightsor interest, which also mean foreign investors are allowed to hold a maximum stake of seventy percent (70%). Such regulations also specifythat the establishment of Sino-foreign joint venture and cooperative medical institutions should be approved respectively by MOH and MOFCOM.In other words, foreigners are allowed to run hospitals or clinics in the form of equity or co-operative joint ventures with an equityinterest of up to seventy percent (70%) lasting up to twenty (20) years.

Internet Pharmaceutical Sales

China’s central governmentregulates Internet access, the distribution of online information and the conduct of online commerce through strict business licensingrequirements and other government regulations. Companies which sell pharmaceutical products to consumers through the Internet are requiredto obtain: (1) a drug distribution permit; (2) an Internet pharmaceutical information provider qualification certificate, renewable everyfive (5) years; (3) an Internet pharmaceutical transaction service qualification certificate, renewable every five (5) years; (4) a value-addedtelecommunication operation permit; and (5) registration with the Administration of Information Industry. Internet pharmacies are notallowed to distribute prescription drugs. The websites that sell pharmaceutical products must ensure transaction security and enable theconsumers to consult with licensed pharmacists. Also, an Internet-based business in China is required to obtain and maintain certain assetsrelevant to its business, such as delivery and storage facilities. Allrigh has obtained required certificates and registrations.

Please also refer to the aboveRisk Factor sections “Risks Related to Our Corporate Structure” and “Risks Related to Doing Business in China”.

Environmental Matters

Neither our wholesale operation,nor historically our retain pharmacy business, involve any activities subject to specific PRC environmental regulations. Our medical clinics(a part of our historical retail pharmacy business) were in compliance with applicable regulations regarding the administration of medicalwastes, including collections, temperate storage, and packaging and labeling of medical wastes. Pursuant to such regulations, we contractedwith DadiWeikang Medical Wastes Disposal Center to dispose of all medical wastes generated by our clinics. As result of the StructuringTransactions in February 2025, we no longer operate in the retail pharmacy business or any clinics.

C. ORGANIZATIONAL STRUCTURE

The following diagrams illustrateour corporate structure before the Restructuring Transactions and after the Restructuring Transactions (which also reflects the structureas of the date of this report), respectively:

Before the Restructuring Transactions:

After the Restructuring Transactions (alsoas of the date of this report):

The table below summarizesthe status of the registered capital of our PRC subsidiaries as of the date of this report:

D. PROPERTY, PLANTS AND EQUIPMENT

We are headquartered in Hangzhou,China. We own one property and lease our principal office.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW ANDPROSPECTS

A. OPERATING RESULTS.

The following discussionand analysis of our results of operations and financial condition for the fiscal years ended March 31, 2025, 2024 and 2023 should be readin conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this report. Ourdiscussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans,objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in theseforward-looking statements as a result of a number of factors, including those set forth under the “Risk Factors,” “CautionaryNotice Regarding Forward-Looking Statements” and “Description of Business” sections and elsewhere in this report. Weuse words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,”“ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,”“could,” “predict” and similar expressions to identify forward-looking statements. Although we believe the expectationsexpressed in these forward-looking statements are based on reasonable assumptions within the bound of our knowledge of our business, ouractual results could differ materially from those discussed in these statements. Factors that could contribute to such differences include,but are not limited to, those discussed in the “Risk Factors” section of this report. We undertake no obligation to updatepublicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future otherthan in compliance with the SEC rules and regulations.

Our financial statementsare prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States. See “ExchangeRates” at the end of this section for information concerning the exchanges rates at which Renminbi (“RMB”) were translatedinto U.S. Dollars (“USD” or “$”) at various pertinent dates and for pertinent periods.

Overview

We are a wholesale distributorof pharmaceutical and other healthcare products in the People’s Republic of China (“PRC” or “China”). Wecurrently operate in the offline wholesale distribution of pharmaceutical products primarily to local buyers, while also engaging in onlinesales through both our self-operated and third-party platforms to customers nationwide.

Prior to February 28, 2025,we were primarily a retail pharmacy operator. We operated our pharmacies (including the medical clinics) through Jiuzhou Pharmacy, JiuzhouClinic and Jiuzhou Service, which we controlled contractually through our indirect subsidiary Jiuxin Investment.

On January 31, 2025, the Company,Renovation, Mr. Lei Liu, Ms. Li Qi, and Oakview entered into that certain Equity Exchange Agreement, pursuant to which Renovation transferredall equity in Jiuxin Investment to Oakview, in exchange for irrevocable surrender by Mr. Liu, Ms. Qi, Oakview and their affiliates intotal 2,548,353 our ordinary shares back to us. Concurrently on January 31, 2025, we entered into that certain Equity Exchange Agreement,with Mr. Lingtao Kong and Ridgeline, pursuant to which the Company acquired from Mr. Kong all of the issued and outstanding ordinary sharesof Ridgeline, the direct parent company of Allright, by issuing 2,225,000 our ordinary shares to Mr. Kong. The Restructuring Transactionswere approved by our shareholders at our annual general meeting of shareholders held on February 25, 2025, and were closed on February28, 2025. Following the consummation of the Divestiture, Jiuxin Investment and all entities owned or controlled by Jiuxin Investment,including each of Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service, are owned or controlled indirectly by Mr. Liu and Ms. Qi. As theresult of the strategic restructuring, the Company operates primarily in the wholesale business selling pharmaceutical products to tradingcompanies and other businesses.

Prior to the acquisition ofAllright in the first quarter of 2025, we operated a wholesale business primarily through Jiuxin Medicine distributing third-party pharmaceuticalproducts (similar to those historically carried by our pharmacies) primarily to trading companies and other local drugstores in China.As discussed above, on February 28, 2025,  we acquired Ridgeline and its wholly owned subsidiary Allright. Allright is a rapidlygrowing online and offline wholesale distributor of pharmaceutical and other healthcare products such as health foods, cosmetics and dailynecessities in China. Allright actively sells on popular online distribution platforms nationwide. Through third-party platforms and Allright’sown platform, we sell various medical products to retail pharmacies, clinics and other vendors across the country. We believe that ourpresence on multiple platforms offers greater opportunities to distribute pharmaceutical products nationwide.

On February 28, 2025, theDivestiture was consummated. In accordance with ASC Topic 205, Presentation of Financial Statements (“ASC 205”), Subtopic 20- Discontinued Operations, the Company determined that Jiuxin Investment’s business line met the conditions for a discontinued operationand is recorded as such in the audited consolidated financial statements. The Company reports financial results for discontinued operationsseparately from continuing operations in order to distinguish the financial impact of the disposal transaction from ongoing operations. 

Critical Accounting Policies and Estimates

In preparing our audited consolidatedfinancial statements in accordance with accounting principles generally accepted in the United States of America, we are required to makejudgments, estimates and assumptions that affect: (i) the reported amounts of our assets and liabilities; (ii) the disclosure of our contingentassets and liabilities at the end of each reporting period; and (iii) the reported amounts of revenue and expenses during each reportingperiod. We continually evaluate these estimates based on our own historical experience, knowledge and assessment of current business andother conditions, our expectations regarding the future based on available information and reasonable assumptions, which together formour basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integralcomponent of the financial reporting process, our actual results could differ materially from those estimates.

We believe that any reasonabledeviation from those judgments and estimates would not have a material impact on our financial condition or results of operations. Tothe extent that the estimates used differ from actual results, however, adjustments to the statement of operations and corresponding balancesheet accounts would be necessary. These adjustments would be made in future financial statements.

When reading our financialstatements, you should consider: (i) our critical accounting policies; (ii) the judgment and other uncertainties affecting the applicationof such policies; and (iii) the sensitivity of reported results to changes in conditions and assumptions. A summary of the Company’ssignificant accounting policies is contained in Note 2 to our audited consolidated financial statements accompanying in this report.

Revenue recognition

In May 2014, the FASB issuedASU No. 2014-09, which creates Topic 606, Revenue from Contracts with Customers. The new guidance outlines a single comprehensive modelfor entities to use in accounting for revenue arising from contracts with customers. The core principle of the guidance is that an entityshould recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the considerationto which the entity expects to be entitled in exchange for those goods and services. Additionally, the guidance requires improved disclosureto help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. Thenew guidance supersedes most current revenue recognition guidance, including industry-specific guidance. The standard is effective forannual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and permits earlyadoption on a limited basis. The update permits the use of either the retrospective or cumulative effect transition method. The adoptionof the new revenue standard was not material and is not expected to be material to our net income on an ongoing basis.

Goodwill and Other Intangible Assets

The Company tests its goodwilland other indefinite-lived intangible assets for impairment annually in the fiscal fourth quarter unless there are indications duringa different interim period that these assets may have become impaired.

Goodwill

In its evaluation of goodwillimpairment, the Company has the option to first assess qualitative factors such as the maturity and stability of the reporting unit, themagnitude of the excess fair value over the carrying value from a prior period’s impairment testing, other reporting unit operatingresults, microeconomic and macroeconomic factors, as well as new events and circumstances impacting the operations at the reporting unitlevel. If the test indicates a potential for impairment, a quantitative test is performed. In the quantitative test, the Company comparesthe estimated fair value of each reporting unit to its carrying value. If the estimated fair value of any reporting unit is less thanits carrying value, an impairment charge is recorded for the difference between the carrying value and the fair value of the reportingunit.

Determining the fair valueof a reporting unit requires significant judgments, assumptions and estimates by management which are subject to uncertainty. The Companyuses a discounted cash flow (DCF) method under the income approach for its quantitative test, as it believes that this approach is themost reliable indicator of the fair value of its businesses and the fair value of their future earnings and cash flows. Under this approach,the Company estimates the future cash flows of each reporting unit and discounts these cash flows at a rate of return that reflects theirrelative risk. The cash flows used in the DCF method are consistent with those the Company uses in its internal planning, which givesconsideration to actual business trends experienced and the long-term business strategy. The other key estimates and factors used in theDCF method include, but are not limited to, net sales and expense growth rates, commodity prices, foreign exchange rates, inflation anda terminal growth rate. Future changes in the judgments, assumptions and estimates that are used in the impairment testing for goodwillcould result in significantly different estimates of the fair values and future impairment charges.

Impairment of definite-lived intangible assets

The Company evaluates therecoverability of definite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value of anasset may not be recoverable. These long-lived assets are grouped and evaluated for impairment at the lowest level at which individualcash flows can be identified. When evaluating these long-lived assets for potential impairment, the Company first compares the carryingamount of the asset group to the asset group’s estimated future cash flows (undiscounted and without interest charges). If the estimatedfuture cash flows are less than that carrying amount of the asset group, an impairment loss calculation is prepared. The impairment losscalculation compares the carrying amount of the asset group to the asset group’s estimated future cash flows (discounted and withinterest charges). If required, an impairment loss is recorded for the portion of the asset group’s carrying value that exceedsthe asset group’s estimated future cash flows (discounted and with interest charges).

The long-lived asset impairmentloss calculation contains uncertainty since management must use judgment to estimate each asset group’s future sales, profitabilityand cash flows. When preparing these estimates, the Company considers historical results and current operating trends and consolidatedsales, profitability and cash flow results and forecasts. These estimates can be affected by a number of factors including, but not limitedto, general economic and regulatory conditions, efforts of third party organizations to reduce their costs , the continued efforts ofcompetitors to gain market share and consumer spending patterns.

Allowance for Expected Credit Losses

To estimate expected creditlosses, the Company has identified the relevant risk characteristics of its customers and the related receivables. The Company considersthe past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) andchanges in the Company’s customer collection trends. The allowance for expected credit losses and corresponding receivables werewritten off when they are determined to be uncollectible.

Income Taxes

The Company’s effectivetax rate is based on income by tax jurisdiction, statutory tax rates and tax planning opportunities available to the Company in the variousjurisdictions in which the Company operates. Significant judgment is required in determining the Company’s effective tax rate andin evaluating its tax positions.

The Company maintains valuationallowances when it is likely that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances fromperiod to period are included in the Company’s income tax provision in the period of change. In determining whether a valuationallowance is warranted, the Company takes into account many factors, including the specific tax jurisdiction, both historical and projectedfuture earnings, carryback and carryforward periods and tax planning strategies. Many of the judgments made in adjusting valuation allowancesinvolve assumptions and estimates that are highly subjective. Valuation allowances maintained by the Company relate mostly to deferredtax assets arising from the Company’s currently anticipated inability to use net operating losses and tax credits in certain foreigncountries.

In addition to valuation allowances, the Companyestablishes uncertain tax positions when such tax positions do not meet certain recognition thresholds or measurement standards as definedby generally accepted accounting principles. These uncertain tax positions are adjusted as a result of changes in factors such as taxlegislation, interpretations of laws by courts, rulings by tax authorities, new audit developments, changes in estimates and the expirationof the statute of limitations. Amounts for uncertain tax positions are adjusted in quarters when new information becomes available orwhen positions are effectively settled. Many of the judgments made in adjusting uncertain tax positions involve assumptions and estimatesregarding audit outcomes and the timing of audit settlements, which are often uncertain and subject to change. 

Consolidated Summary Financial Results

The following table summarizesour results of operations for the years ended March 31, 2025, 2024 and 2023:

Results of Operations

Comparison of years ended March 31, 2025and 2024

Revenue

On February 28, 2025, theDivestiture Transaction was consummated. In accordance with ASC Topic 205, Presentation of Financial Statements (“ASC 205”),Subtopic 20 - Discontinued Operations, the Company determined that Jiuxin Investment’s business line met the conditions for a discontinuedoperation and is recorded as such in the Consolidated Financial Statements. The Company reports financial results for discontinued operationsseparately from continuing operations in order to distinguish the financial impact of the disposal transaction from ongoing operations.In connection with the divestiture of Jiuxin Investment and its controlled entities during the fiscal year ended March 31, 2025, we haverevised the presentation of our historical consolidated financial statements to exclude the operations of the divested entities for allperiods presented. This re-presentation is intended to provide a consistent basis of comparison that reflects our continuing operations.As a result, certain financial information for prior periods included in this annual report differs from the corresponding financial informationpresented in our annual report on Form 20-F for the fiscal year ended March 31, 2024.

The following table breaksdown the revenue for our two business segments for the years ended March 31, 2025 and 2024:

Offline wholesale revenuewas $118,864,443 for the year ended March 31, 2025, representing a decrease of $5,129,610, or 4.3%, as compared to that of $123,994,053for the year ended March 31, 2024. As a local wholesale distributor in pharmaceutical products, our sales are limited to local and neighborhoodregions. As the market became competitive, to keep reasonable profitability, we abandoned certain wholesales with low gross profit marginin the year ended March 31, 2025. As a result, the wholesale revenue declined..

Online platform revenue increased$1,107,195 from the year ended March 31, 2024 to the year ended March 31, 2025. The increased figure reflects Allright’s online platformrevenue for the month of March, 2025. On February 28, 2025, we acquired Ridgeline and its subsidiary, Allright which is a rapidly growingonline and offline wholesale distributor of pharmaceutical and other healthcare products such as health foods, cosmetics and daily necessitiesin China. Allright actively trades on popular online distribution platforms nationwide. Through these online platform, we sell variousmedical products to retail pharmacies, clinics and other vendors across the country. Allright also has its own online distribution platform.

Gross Profit

The average gross marginsfor each of our two business segments for the years ended March 31, 2025 and 2024 are as follows:

Gross profit was $3,838,815for the year ended March 31, 2025, representing a decrease by $1,039,602, or 21.3%, as compared to that of $4,878,417 for the year endedMarch 31, 2024. For the year ended March 31, 2025 and 2024, gross margins were approximately 3.2% and 3.9%, respectively.

Gross margin of offline wholesalesales slightly decreased for the year ended March 31, 2025, as compared to the year ended March 31, 2024, primarily due to various productswith different profit margins we carried and sold to certain pharmaceutical vendors. Although as a retailer and distributor we have attemptedto market the products to major local hospitals and other pharmacies, we have not been able to make significant progress. As a result,we do not have big bargain power on the prices. So our wholesale profit margin varies from time to time. Until we are able to obtain statusas a provincial or national exclusive sale agent for certain popular drugs or have sales access to large local hospitals, we may haveto maintain low profit margins in order to drive sales on our wholesale business.

Gross margin of online platformsales was approximately 7.4% for the month of March, 2025. Due to online price transparency, customers can easily compare prices betweendifferent online pharmaceutical vendors. In order to attract customers, we are unable to raise sales prices significantly. On the otherside, we continuously searched for popular products with high profit margin and negotiated with the suppliers for better terms.

Selling and Marketing Expenses

Sales and marketing expensesfor the year ended March 31, 2025 increased by $599,977 or 64.2%, as compared to the year ended March 31, 2024, primarily due to an increasein the sales and marketing expenses. The sales and marketing expenses increased by approximately $0.69 million, which primarily attributableto the increase in drug distribution service fee. Overall, such expenses as a percentage of our revenue were 1.3% and 0.8% respectively,for the years ended March 31, 2025 and 2024.

General and Administrative Expenses

General and administrativeexpenses for the year ended March 31, 2025 decreased by $8,158 or 0.2%, as compared to the year ended March 31, 2024, primarily due tothe decrease in warehousing management fee, offset by the increase in exchange loss of approximately $0.51 million. Such expensesas a percentage of revenue increased for the year ended March 31, 2025 to 2.8% from 2.7% for the same period a year ago. In the year endedMarch 31, 2025, we recorded approximately $0.52 million in warehousing management fee as compared to approximately of $0.99 million inwarehousing management fee in the year ended March 31, 2024.

Income (loss) from Operations

As a result of the above,income (loss) from operations was $(1,035,339) and $596,082 for the years ended March 31, 2025 and 2024, respectively. Our operating marginfor the year ended March 31, 2025 and 2024 was (0.9) % and 0.5%, respectively.

Income Taxes

Our income tax expense forthe year ended March 31, 2025 increased by $544,887 as compared to the year ended March 31, 2024 due to an increase in the effective rateresulting from an increase in profits in several business lines.

Net Loss from continuing operations

As a result of the foregoing,net loss from continuing operations was $1,454,184 and $785,706 in the years ended March 31, 2025 and 2024.

Comparison of years ended March 31, 2024 and2023

On February 28, 2025, theDivestiture was consummated. In accordance with ASC Topic 205, Presentation of Financial Statements (“ASC 205”), Subtopic 20- Discontinued Operations, the Company determined that Jiuxin Investment’s business line met the conditions for a discontinued operationand is recorded as such in the audited consolidated financial statements. The Company reports financial results for discontinued operationsseparately from continuing operations in order to distinguish the financial impact of the disposal transaction from ongoing operations.In connection with the divestiture of Jiuxin Investment and its controlled entities during the fiscal year ended March 31, 2025, we haverevised the presentation of our historical consolidated financial statements to exclude the operations of the divested entities for allperiods presented. This re-presentation is intended to provide a consistent basis of comparison that reflects our continuing operations.As a result, certain financial information for prior periods included in this annual report differs from the corresponding financial informationpresented in our annual report on Form 20-F for the fiscal year ended March 31, 2024.

Revenue

Offline wholesale revenuewas $123,994,053 for the year ended March 31, 2024, representing an increase of $3,794,860, or 3.2%, as compared to that of $120,199,193for the year ended March 31, 2023. In the year ended March 31, 2024, online platforms such as Pharmacist Help, Yiyao Help and Yao Helphave become popular ways to transact medical products by bulk. The platforms attracted a plenty of buyers and sellers, so both partieshave extended opportunities to expose themselves. We spent significant efforts in exploring these buyers with certain products at reasonableprices; as a result, we were able to attract more buyers and promote our sales. We believed that selling on the modern wholesale platformmay be a new growth point. Therefore, we were actively looking for potential acquisition targets with trading platform to strengthen ourwholesale business.

Gross Profit

Gross profit was $4,878,417for the year ended March 31, 2024, representing an increase by $1,276,975, or 35.5%, as compared to that of $3,601,442 for the year endedMarch 31, 2023. For the year ended March 31, 2024 and 2023, gross margins were approximately 3.9% and 3.0%, respectively.

Offline wholesale gross marginslightly increased for the year ended March 31, 2024, as compared to the year ended March 31, 2023, primarily due to certain productswith high profit margin we carried and sold to certain pharmaceutical vendors. In the year ended March 31, 2024, we were actively lookingfor new buyers in certain emerging new platforms. As we had price advantages in quite a few products, we attracted quite a few customerssuch as other local drugstores and clinics across the country. In order to attract these customers, we offered competitive prices. However,as we accumulated the sale volume by selling to more customers, we might negotiate and obtain lower purchase prices from our vendors.Eventually, we might be able to increase our wholesale profit margin.

Selling and Marketing Expenses

Sales and marketing expensesfor the year ended March 31, 2024 decreased by $331,802 or 26.2% as compared to the year ended March 31, 2023, primarily due to a decreasein the sales and marketing expenses. The sales and marketing expenses decreased by approximately $0.39 million, which was primarily attributableto the decrease in warehousing and distribution costs. Overall, such expenses as a percentage of our revenue were 0.8% and 1.1% respectively,for the years ended March 31, 2024 and 2023.

General and Administrative Expenses

General and administrativeexpenses for the year ended March 31, 2024 decreased by $1,789,629 or 34.8% as compared to the year ended March 31, 2023, primarily dueto the decrease in bad debt expense. Such expenses as a percentage of revenue decreased for the year ended March 31, 2024 to 2.7%from 4.3% for the same period a year ago. In the year ended March 31, 2024, we recorded a reduction of $0.24 million in the allowanceaccount for bad debts as compared to the increase of $2.32 million in the allowance account for bad debts in the year ended March 31,2023.

Share-based Compensation

We recorded stock-based compensationof $0 and $10,360,000 for the years ended March 31, 2024 and 2023. In April and December 2022, we issued a total of 3,000,000 shares ofordinary shares and recorded stock-based compensation of approximately $10.36 million.

Income (Loss) from Operations

As a result of the above,income (loss) from operations was $596,082 and $(13,162,324) for the year ended March 31, 2024 and 2023, respectively. Our operating marginfor the year ended March 31, 2024 and 2023 was 0.5 % and (11.0) %, respectively.

Income Taxes

Our income tax expense forthe year ended March 31, 2024 decreased by $435,904 as compared to the year ended March 31, 2023 due to a decrease in the effective rateresulting from a decrease in profits in several business lines.

Net Loss from continuing operations

As a result of the foregoing,net loss was $785,706 and $15,835,301 in the years ended March 31, 2024 and 2023.

Contractual Obligations and Off-Balance SheetArrangements

Contractual Obligations

The following table summarizesour contractual obligations:

Off-balance Sheet Arrangements

We do not have any outstandingfinancial guarantees or commitments to guarantee the payment obligations of any third parties. We have not entered into any derivativecontracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financialstatements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that servesas credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that providesfinancing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Exchange Rates

Our subsidiaries and affiliatedcompanies in the PRC maintain their books and records in RMB, the lawful currency of the PRC. In general, for consolidation purposes,we translate their assets and liabilities into USD using the applicable exchange rates prevailing at the balance sheet date, andthe statement of income is translated at average exchange rates during the reporting period. Adjustments resulting from the translationof their financial statements are recorded as accumulated other comprehensive income.

The exchange rates used totranslate amounts in RMB into USD for the purposes of preparing the audited consolidated financial statements or otherwise disclosedin this report were as follows:

Inflation

We believe that inflationhas not had a material effect on our operations to date.

B.LIQUIDITY AND CAPITAL RESOURCES

Ridgetech, Inc. is a holdingcompany incorporated in the Cayman Islands. Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of theiraccumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiariesare required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds untilthe total amount set aside reaches 50% of their respective registered capital. Our PRC subsidiaries may also allocate a portion of theirafter-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion. These reserves are not distributableas cash dividends. 

The Company’s accountshave been prepared in accordance with the U.S. GAAP on a going concern basis. The going concern basis assumes that assets are realizedand liabilities are extinguished in the ordinary course of business at amounts disclosed in the financial statements. The Company’sability to continue as a going concern depends upon aligning its sources of funding (debt and equity) with its expenditure requirementsand repayment of the short-term debts as and when they become due.

As disclosed in Note 12 –Notes Payable to the audited financial statements included elsewhere in this report, the Company maintains credit facilities with HangzhouUnited Bank (“HUB”), under which the Company issues bank acceptance notes to suppliers. These notes are guaranteed by HUBand require the Company to deposit restricted cash with the bank prior to the payment date. These bank acceptance notes are used to settlepayables to suppliers and are a key component of the Company’s short-term financing.

As of March 31, 2025, theCompany had a credit line of approximately $5.51 million from HUB. By putting up a three-year deposit of $3.78 million and the restrictedcash of $1.99 million deposited in the bank, the total credit line was $11.28 million. Of this amount, $10.39 million was utilized throughoutstanding bank acceptance notes, leaving approximately $0.89 million available for further borrowing. As the Chinese economy growthslows down, the national interest rates continue to decrease. Local banks such as HUB are encouraged to provide low interest rate loansto local enterprises.

To meet its working capital needs, the Company has also actively pursued,and intends to continue pursuing capital raising efforts as well as strategic and operational initiatives to improve its wholesale businessperformance.

Based on the above factors,the Company believes it has sufficient financial resources to support its operations for at least the next 12 months.

Our cash flows for the periodsindicated are as follows:

Net cash used in operating activities

For the year ended March 31,2025 cash provided by (used in) operating activities amounted to $1,247,770, as compared to $(3,155,439) a year ago. The change is primarilyattributable to an increase in other payables and accrued liabilities of $27,883,595, an increase in accounts receivable of $11,844,854and an increase in net income (loss) of $14,434,093, offset by a decrease in accounts payable of $27,130,948, a decrease in other receivableof $11,085,828 and a decrease in gain of divestiture of Jiuxin Investment of $15,757,753.

For the year ended March 31,2024 cash used in operating activities amounted to $(3,155,439), as compared to $(3,283,513) for the same period a year ago. The changeis primarily attributable to an increase in net income of $16,904,535, an increase in accounts receivable of $727,315, an increase incash provided by accounts payable of $4,236,698 and an increase in cash provided by other payables and accrued liabilities of $2,295,804,offset by a decrease in bad debt direct write-off and provision of $6,789,437, a decrease in inventories and biological assets of $1,177,071and a decrease in stock compensation of $10,360,000.

Net cash used in investing activities

For the year ended March 31, 2025, net cash used in investing activitiesamounted to $(18,135,078), as compared to $(2,039,850) used in investing activities for the same period a year ago. The change is primarilyattributable to divestiture of Jiuxin Investment.

For the year ended March 31,2024, net cash used in investing activities amounted to $(2,039,850), as compared to $(316,097) provided by investing activities a yearago. The change is primarily attributable to investment in a joint venture and purchases of long-term assets.

Net cash provided by financing activities 

For the year ended March 31,2025, net cash provided by financing activities amounted to $1,505,592, as compared to $8,004,291 for the same period a year ago. Thechange is primarily due to proceeds from equity and debt financing and change in notes payables issued to HUB.

For the year ended March 31,2024, net cash provided by financing activities amounted to $8,004,291, as compared to $2,366,156 for the same period a year ago. Thechange is primarily due to notes payable and proceeds from short-term bank loan.

As of March 31, 2025, we hadcash of approximately $18,541,075. Our total current assets as of March 31, 2025, were $59,709,247 and total current liabilities were$34,356,369, which resulted in a working capital of $25,352,878.

C. RESEARCH AND DEVELOPMENT, PATENTSAND LICENSES, ETC.

The Company has no researchand development policy for the past three years.

D. TREND INFORMATION.

Industry and Market Outlook

Other than as disclosed elsewherein this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended March 31, 2025that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources,or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financialconditions.

E. CRITICAL ACCOUNTING ESTIMATES

See above under Item 5. Operatingand Financial Review and Prospects - A. Operating Results - Critical Accounting Policies and Estimates.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.

A. DIRECTORS AND SENIORMANAGEMENT.

The following table identifiesour current executive officers and directors as of the date of this report, their respective offices and positions, and their respectivedates of election or appointment:

Biographical Information of Our Current Directorsand Executive Officers

Lingtao Kong has servedas Chairman of our Board of Directors since February 28, 2025. Since September 2014, Mr. Kong has been serving at the Hong Kong subsidiaryof a large energy group, where he has successively held the position of Deputy Director in the Finance Department. His primary responsibilitiesinclude resource trading, overseas investment, and financing activities. Since the inception of Ridgeline in 2023, Mr. Kong has servedas its sole director. After Ridgeline’s acquisition of Allright, he has been actively involved in Allright’s strategic planningand business development, either directly or through delegating responsibilities to Allright’s general manager. Beyond his experiencein the energy industry, Mr. Kong has extensive expertise in wholesaling and e-commerce, particularly in cross-border e-commerce and thelogistics industry. Additionally, since 2008, he has been a successful investor in the pharmaceutical sector and several reputable high-techcompanies. Mr. Kong holds a Master of Science in Engineering Enterprise Management from the Hong Kong University of Science and Technologyand a Bachelor of Commerce from the University of Alberta. He also holds the professional title of Intermediate Economist.

Ming Zhao has servedas our Chief Financial Officer since August 2011 and as our interim Chief Executive Officer since February 2025. From September 2010 toJuly 2011, Mr. Zhao was a senior manager at CFO Oncall, Inc., a financial consulting firm providing CFO services to U.S.-listed, China-basedpublicly traded companies. From December 2006 through August 2010, Mr. Zhao was a senior auditor at Sherb & Co., LLP. From Januarythrough June 2003, Mr. Zhao worked as a financial analyst at Microsoft Corporation. Mr. Zhao is a licensed certified public accountant.He graduated with a bachelor’s degree in accounting from Central University of Finance and Economic in Beijing in July 1999, andobtained a master’s degree in professional accounting from the University of Washington in December 2002.

Caroline Wang has beena member of our Board since March 29, 2017. Ms. Wang has been a project manager with JC Group, a comprehensive industrial financial groupwhich serves the “city management”, performing internal audit and projects management for a variety of financial productssince October 2015. Prior to that, Ms. Wang served as a CFO assistant of Kandi Technologies Group, Inc. (Nasdaq: KNDI), a company engagedin the research, development, manufacturing, and sales of vehicle products. She was mainly responsible for consolidation of financialreports and internal control audits. From 2012 to 2015, Ms. Wang was an audit department assistant manager with KPMG Huazhen LLP HangzhouBranch, conducting financial report audits and internal control audits for listing companies and also providing audit services to pre-IPOcompanies. None of these companies are related to or affiliated with us. Ms. Wang holds a master’s degree in public administrationfrom the London School of Economics and Political Science, and a bachelor’s degree in finance from Beijing Language and CultureUniversity. The Board has determined that Ms. Wang has the qualification to serve as a member of the Board given her extensive financial,accounting and auditing experience, as well as her English and Chinese bilingual capabilities to facilitate the Board’s supervisionof the management.

Jiangliang He has beena member of our Board since September 4, 2018. He has extensive experience as a professional attorney. He has served as a partner in DentonsChina, a large law firm with a presence in approximately 45 cities in China, since August 2008. From July 1997 to July 2008, he was apartner in the Zhejiang Jiuyao law firm. From July 1984 to June 1997, he was a professor at Hangzhou School of Law. Mr. He received hisbachelor’s degree in law from Beijing University. The Board believes his knowledge and experiences in law helps the Board have agood corporate governance.

Genghua Gu is a retiredphysician, professor and published scientific researcher in the field of stomatology. From 2003 to 2013, Dr. Gu was a member of the StandingCommittee of Zhejiang Province Political Consultative Conference. From 2000 to 2009, Dr. Gu was the Vice President of the Women’sHospital of Zhejiang University’s School of Medicine (the “School of Medicine”), where, in addition to being a chiefphysician, professor and researcher, he was also in charge of logistics and financial control as part of the hospital’s management.From 1998 to 2000, Dr. Gu was the Vice President of the Second Affiliate Hospital of the School of Medicine (the “Affiliate Hospital”),where, in addition to his medical, teaching and research duties, he was also in charge of the hospital’s logistics. From 1995 to1998, Dr. Gu served as the Deputy Magistrate with the Shuichang County Government in Zhejiang Province, in charge of the county’sculture, education and hygiene programs. From 1988 to 1995, Dr. Gu was the Head of the Medical Department at the Affiliate Hospital andwas involved in planning and management of the medical department. Dr. Gu served as an oral surgeon from 1977 to 1988 at the AffiliateHospital. Dr. Gu graduated from Shanghai Jiaotong University’s School of Medicine, Department of Stomatology in 1977. The Boardhas determined that Dr. Gu should serve as a director given his extensive medical and scientific research experience, as well as his governmentand hospital management and logistics experience.

Family Relationships

There are no family relationshipsamong our officers and directors and those of our subsidiaries and affiliated companies.

B. COMPENSATION.

Compensation of Directorsand Executive Officers

The following table sets forthinformation concerning all cash and non-cash compensation awarded to, earned by or paid to our principal executive officer and principalfinancial officer during the last two fiscal years. No other executive officer received compensation in excess of $100,000 during thefiscal year ended March 31, 2025 and 2024. We have not set aside or accrued any amount to provide pension, retirement or other similarbenefits to our executive officers and directors.

Employment Agreements, Termination of Employmentand Change-in-Control Arrangements

Except as described below,we currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting fromthe resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in anyexecutive officer’s responsibilities following a change-in-control.

Agreement with Ming Zhao

We entered into an employmentagreement with Mr. Zhao dated as of August 1, 2011, under which Mr. Zhao is serving as our Chief Financial Officer for a term of two yearscommencing August 1, 2011, for annual compensation of $100,000, payable in monthly installments, as well as a one-time grant of 3,333shares of our ordinary shares under our 2010 Equity Incentive Plan. The term of his employment was extended verbally for another two (2)years with an amended annual compensation of $88,000 starting from October 2012. The term of this employment was extended verbally foranother one (1) year automatically (unless providing prior notice otherwise) with an annual compensation of $88,000 starting from October2015. During his employment, Mr. Zhao is subject to certain restrictive covenants, including (i) prohibition against engaging in any workthat competes with us and our business and soliciting our customers, potential customers and employees, and (ii) requirement to maintainour confidential information.

Mr. Zhao’s employmentagreement terminates upon his death or disability. If Mr. Zhao is unable to perform his duties for 60 days during any 12 month period,we may terminate the employment agreement upon 30-day written notice. We may also terminate the employment agreement for cause, upon noticeif at any time Mr. Zhao commits (a) fraudulent, unlawful or grossly negligent conduct in connection with his employment duties; (b) willfulmisconduct; (c) willful and continued failure to perform his duties; (d) any felony or any crime involving moral turpitude; (e) any violationof any of our material policies; or (f) any material breach of any written agreement with us. Mr. Zhao may terminate his employment agreementimmediately upon written notice if we breach our agreement with him.

Outstanding Equity Awards at Fiscal Year EndedMarch 31, 2025

Director Compensation

The following table providescompensation information for our directors during the fiscal year ended March 31, 2025:

We do not currently have anestablished policy to provide compensation to members of our Board of Directors for their services in that capacity, although we haveentered into certain agreements with some of our directors as described below. We may develop such a policy in the future.

Agreement with Genghua Gu

On December 9, 2013, we enteredinto an agreement with Dr. Gu in the form of a director offer letter, pursuant to which we have agreed to compensate him $6,000 annuallyfor his services, payable in monthly installments on the last day of each month. Additionally, he is entitled to be included as an insuredunder our directors and officers insurance policy.

Agreement with Caroline Wang

On March 29, 2017, we enteredinto an agreement with Ms. Wang in the form of a director offer letter pursuant to which we agreed to compensate her $11,162 (RMB80,000)annually for her services. Additionally, she is entitled to be included as an insured under our directors and officers insurance policy.

Agreement with Jiangliang He

On September 4, 2018, we enteredinto an agreement with Mr. He in the form of a director offer letter pursuant to which we agreed to compensate her $5,023 (RMB36,000)annually for her services. Additionally, she is entitled to be included as an insured under our directors and officers insurance policy.

Agreement with Pingfan Wu

On October 26, 2018, we enteredinto an agreement with Ms. Wu in the form of a director offer letter pursuant to which we agreed to compensate her $9,349 (RMB60,000)annually for her services. Additionally, she is entitled to be included as an insured under our directors and officers insurance policy.On May 31, 2024, Ms. Pingfan Wu had resigned from her position as a member of the Board due to personal reasons.

C. BOARD PRACTICES.

The Board of Directors and Committees

Under the Company’sFourth Amended and Restated Memorandum of Association and Articles of Association, the number of directors of the Company shall not beless than two. There shall be no maximum number of directors unless otherwise determined from time to time by the shareholders in generalmeeting. The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of directors but thenumber of directors shall never be less than two. Currently, the Board consists of four directors. The directors of the Company do nothave a definite term of office, and each director will serve until the next annual meeting and until the director’s successor iselected and qualified.

We seek directors with establishedstrong professional reputations and experience in areas relevant to the strategy and operation of our businesses. We also seek directorswho possess the qualities of integrity and candor, who have strong analytical skills, and who are willing to engage with the managementand each other in a constructive and collaborative fashion. We also seek directors who have the ability and commitment to devote significanttime and energy to service on the board and its committees. We believe that all of our directors meet the foregoing qualifications. Noneof our non-executive directors has a service contract with us that provides for benefits upon termination of service.

Based on the information submittedby Ms. Caroline Wang, Mr. Jiangliang He and Dr. Genghua Gu, our Board of Directors has determined that each of them is independent underRule 5605(a)(2) of The Nasdaq Listing Rules.

Our Board of Directors hasthree committees. During the fiscal year ended March 31, 2025, our Board of Directors and its committees held the following number ofmeetings and took the following number of actions by unanimous written consent:

Audit Committee

Our Audit Committee operatesunder a written charter, a copy of which is available on our website at www.ridgetch.com under the tabs “Investor”-“CorporateGovernance”-“Documents”, and is composed of our three (3) independent directors. Our Board of Directors has determined,based on information furnished by Ms. Caroline Wang and other available information, that she meets the requirements of an “auditcommittee financial expert” as that term is defined in the rules promulgated under the Exchange Act, and has accordingly designatedher as such. Our Board of Directors has also appointed her chairperson of the committee.

The responsibilities of ourAudit Committee include:

Compensation Committee

Our Compensation Committeeoperates under a written charter, a copy of which is available on our website at www.ridgetch.com under the tabs “Investor”-“CorporateGovernance”-“Documents”, and is made up of our three (3) independent directors. Jiangliang He is chairperson of thecommittee. Our Compensation Committee oversees and, as appropriate, makes recommendations to the Board of Directors regarding the annualsalaries and other compensation of our executive officers and our employees, and other employee policies; it also provides assistanceand recommendations with respect to our compensation policies and practices.

Nominating Committee

Our Nominating Committee operatesunder a written charter, a copy of which is available on our website at www.ridgetch.com under the tabs “Investor”-“CorporateGovernance”-“Documents”, and is made up of our four (4) independent directors. Genghua Gu is chairperson of the committee.Our Nominating Committee assists in the selection of director nominees, approves director nominations to be presented for stockholderapproval at our annual general meeting, fills any vacancies on our Board of Directors, considers any nominations of director candidatesvalidly made by shareholders, and reviews and considers developments in corporate governance practices.

Code of Ethics

The Company’s Code ofEthics, which applies to all officers, directors and employees, was adopted by the Board on March 15, 2010. The Code of Ethics was filedas Exhibit 14.1 to the Current Report on Form 8-K our predecessor, China Jo-Jo Drugstores, Inc. a Nevada Corporation, filed with the SECon March 16, 2010, a copy of which is available on our website at www.ridgetch.com under the tabs “Investor”-“CorporateGovernance”-“Documents”.

D. EMPLOYEES.

As of March 31, 2025, we had61 employees combined in our wholesale operations. The change in our number of employees from March 31, 2024 to March 31, 2025 is primarydue to the divestiture of Jiuxin Investment and its owned and controlled entities and the acquisition of Ridgeline and Allright on February28, 2028. For more information about these transactions, see above under Item 4. Information on the Company -History and Developmentof the Company.

The number of employees foreach area of operations as of March 31, 2025, and such employees as a percentage of our total workforce, are as follows:

E. SHARE OWNERSHIP.

Security Ownership of Certain Beneficial Ownersand Management

The following table sets forth certain information regarding our ordinaryshares beneficially owned on July 28, 2025, for (i) each stockholder known to be the beneficial owner of five percent (5%) or more ofour outstanding ordinary shares, (ii) each executive officer and director, and (iii) all executive officers and directors as a group.To the best of our knowledge, subject to community and marital property laws, all persons named have sole voting and investment powerwith respect to such shares, except as otherwise noted.

F. Disclosure of a registrant’saction to recover erroneously awarded compensation.

None.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.

A. MAJOR SHAREHOLDERS

Please refer to Item 6.E “Directors,Senior Management and Employees - Share Ownership.”

To our knowledge, (A) we arenot directly or indirectly owned or controlled by (i) another corporation or (ii) any foreign government and (B) there are no arrangements(including any announced or expected takeover bid), the operation of which may at a subsequent date result in a change in our control.

The voting rights of our majorshareholders do not differ from the voting rights of other holders of the same class of shares.

B. RELATED PARTY TRANSACTIONS.

Equity Exchange Agreements

On January 31, 2025, we enteredinto (i) that certain Equity Exchange Agreement with Mr. Lingtao Kong and Ridgeline, pursuant to which the Company acquired from Mr. Kongall of the issued and outstanding ordinary shares of Ridgeline, by issuing 2,225,000 our ordinary shares to Mr. Kong, and (ii) that certainEquity Exchange Agreement with Renovation, Mr. Lei Liu, Ms. Li Qi, and Oakview, pursuant to which Renovation transferred all equity inJiuxin Investment to Oakview, in exchange for irrevocable surrender for no consideration by Mr. Liu, Ms. Qi, Oakview and their affiliatesin total 2,548,353 our ordinary shares back to us. The transactions were closed on February 28, 2025. Following the closing of these transactions,we changed our name from “China Jo-Jo Drugstores, Inc.” to “Ridgetech, Inc.”, effective as of February 28, 2025.We also changed our trading symbol on The Nasdaq Stock Market LLC from “CJJD” to “RDGT”, effective as of March4, 2025. Effective as of the closing, Mr. Liu and Ms. Qi resigned from our board of directors and any other officer positions with us(including Mr. Liu’s role as our Chief Executive Officer), and Mr. Ming Zhao, our Chief Financial Officer, was appointed as ourinterim Chief Executive Officer to hold such office until a permanent Chief Executive Officer is duly appointed.

Share Surrender

In October 2024, Mr. Lei Liu,our former Chairman of the Board and Chief Executive Officer, agreed to surrender for no consideration in total 52,500 fully-paid ordinaryshares, par value $0.24 per share, of the Company, and Mr. Ming Zhao, our Chief Financial Officer, agreed to surrender for no considerationin total 2,500 ordinary shares, par value $0.24 per share, of the Company, such ordinary shares in each case to be immediately cancelledby the Company. In November 2024, Mr. Liu agreed to surrender for no consideration in total additional 420,715 fully-paid ordinary shares,par value $0.24 per share, of the Company, to be immediately cancelled by the Company. The Company shall make available for reissuanceto participants under the Company’s 2010 Equity Incentive Plan an equivalent number of ordinary shares as surrendered and cancelledin connection with the share surrender. No grants, cash payments or other consideration has been or will be made to replace such ordinaryshares or otherwise in connection with the share surrender.

Other Related Party Transactions

In connection with the divestitureof Jiuxin Investment and its owned and controlled entities during the fiscal year ended March 31, 2025, we have revised the presentationof our historical consolidated financial statements to exclude the operations of the divested entities for all periods presented. Thisre-presentation is intended to provide a consistent basis of comparison that reflects our continuing operations. As a result, certainfinancial information for prior periods included in this annual report including the amounts disclosed for the fiscal year ended March31, 2024, differs from the corresponding financial information presented in our annual report on Form 20-F for the fiscal year ended March31, 2024.

C. INTERESTS OF EXPERTSAND COUNSEL.

Not applicable.

ITEM 8. FINANCIAL INFORMATION.

A. CONSOLIDATED STATEMENTSAND OTHER FINANCIAL INFORMATION.

See “Item 18. FinancialStatements.”

Legal Proceedings

From time to time, we maybe subject to legal proceedings, investigations and claims during the ordinary course of our business. We know of no material, existingor pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There areno proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder holding more than fivepercent of our ordinary shares, is an adverse party or has a material interest adverse to our company.

Dividend Policy

While there are no restrictionsthat limit our ability to pay dividends, we have not paid, and do not currently intend to pay cash dividends on our ordinary shares inthe foreseeable future. Our policy is to retain all earnings, if any, to provide funds for the operation and expansion of our business.The declaration of dividends, if any, will be subject to the discretion of our Board of Directors, who may consider such factors as ourresults of operations, financial condition, capital needs and acquisition strategy, among others, in making its determination.

Our ability to receive dividendsfrom our subsidiaries may limit our ability to pay dividends on our ordinary shares. See “Item 10. Additional Information - D. ExchangeControls - Dividend Distribution”.

B. SIGNIFICANT CHANGES.

N/A

ITEM 9. THE OFFER AND LISTING

A. OFFER AND LISTING DETAILS.

Not Applicable.

B. PLAN OF DISTRIBUTION.

Not Applicable.

C. MARKETS.

Our ordinary shares tradeon the Nasdaq Capital Market under the symbol “RDGT”.

Based on the records of ourtransfer agent, we had 5,855,009 shares of ordinary shares issued and outstanding as of July 28, 2025.

D. SELLING SHAREHOLDERS.

Not applicable.

E. DILUTION.

Not applicable.

F. EXPENSES OF THE ISSUE.

Not applicable.

ITEM 10. ADDITIONAL INFORMATION.

A.SHARE CAPITAL

Not applicable.

B. MEMORANDUM AND ARTICLESOF ASSOCIATION

We are an exempted companyincorporated with limited liability under the laws of the Cayman Islands and our affairs are governed by our currently effective FourthAmend and Restated Memorandum and Articles of the Association, the Companies Law (as amended) of the Caymans Islands, which is referredto as the Companies Law below, and common law of the Cayman Islands. Our authorized share capital is US$36,010,000 divided into (i) 36,000,000,000Ordinary Shares of a par value of US$0.001 each and (ii) 10,000,000 preferred shares of a par value of US$0.001 each.

We have included summariesof material provisions of our amended and restated memorandum and articles of association insofar as they relate to the material termsof our share capital. The summaries do not purport to be complete and are qualified in their entirety by reference to our Fourth Amendand Restated Memorandum and Articles of the Association, which is filed as Exhibit 1.1 to this annual report.

Ordinary Shares

All of our outstanding ordinaryshares are fully paid and non-assessable.

Issuance of Shares and Changes to Capital

Our board of directors withthe power for the Company, insofar as is permitted by law, is able to redeem or purchase any of its shares and to increase or reduce thesaid share capital subject to the provisions of the Company Law and the Fourth Amended and Restated Articles of Association of the Company,which is referred to as the Articles below, and to issue any part of its capital, whether original, redeemed or increased, with or withoutany preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that,unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise,shall be subject to the power otherwise regulated in our Fourth Amend and Restated Memorandum and Articles of the Association.

Subject to the Companies Law,the Articles and, where applicable, the rules of the Nasdaq Stock Market (“Nasdaq”) and without prejudice to any special rightsor restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether formingpart of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwisedispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolutediscretion determine but so that no shares shall be issued at a discount, except in accordance with the provisions of Companies Law. Inparticular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution or resolutionsfrom time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences andrelative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including,without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges,voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such classor series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted byCompanies Law. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of anyclass or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rankequally with or be junior to the preferred shares of any other class or series. Neither the Company nor the Board shall be obliged, whenmaking or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer,option or shares to shareholders or others with registered addresses in any particular territory or territories being a territory or territorieswhere, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawfulor impracticable. Shareholders affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of shareholdersfor any purpose whatsoever. The Board may issue options, warrants or convertible securities or securities of similar nature conferringthe right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Companyon such terms as it may from time to time determine.

The Company may in connectionwith the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Law. Subjectto the Companies Law, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partlyin one and partly in the other.

Except as required by law,no person shall be recognized by the Company as holding any share upon any trust and the Company shall not be bound by or required inany way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any fractionalpart of a share or (except only as otherwise provided by these Articles or by law) any other rights in respect of any share except anabsolute right to the entirety thereof in the registered holder.

Subject to the Companies Lawand the Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Company’sregister as the holder, recognize a renunciation thereof by the allottee in favor of some other person and may accord to any allotteeof a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.

Dividends

Subject to the Companies Law,our shareholders may, by resolution passed by a simple majority of the voting rights entitled to vote at the general meeting, declaredividends (including interim dividends) to be paid to our shareholders but no dividend shall be declared in excess of the amount recommendedby our board of directors. Dividends may be declared and paid out of funds lawfully available to us. Except as otherwise provided by therights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividendis paid. All dividends shall be paid in proportion to the number of ordinary shares a shareholder holds during any portion or portionsof the period in respect of which the dividend is paid; but, if any share is issued on terms providing that it shall rank for dividendas from a particular date, that share shall rank for dividend accordingly. Our board of directors may also declare and pay dividends outof the share premium account or any other fund or account which can be authorized for this purpose in accordance with the Companies Law.

Whenever the Board or theCompany in general meeting has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfiedwholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribesecurities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distributionthe Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregardfractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof,and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rightsof all parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to signany requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, and such appointment shallbe effective and binding on the shareholders. The Board may resolve that no such assets shall be made available to shareholders with registeredaddresses in any particular territory or territories where, in the absence of a registration statement or other special formalities, suchdistribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlementof the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shallnot be or be deemed to be a separate class of Members for any purpose whatsoever.

Voting and Meetings

As a condition of admissionto a shareholders’ meeting, a shareholder must be duly registered as our shareholder at the applicable record date for that meetingand all calls or installments then payable by such shareholder to us in respect of our ordinary shares must have been paid. Subject toany special rights or restrictions as to voting then attached to any shares, at any general meeting every shareholder who is present inperson or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative not being himself or herselfa shareholder entitled to vote) shall have one vote per share.

As a Cayman Islands exemptedcompany, we are not obliged by the Companies Law to call annual general meetings; however, our Fourth Amended And Restated Memorandumand Articles of Association provide that in each year we will hold an annual general meeting of shareholders at a time determined by ourboard of directors. Also, we may, but are not required to (unless required by the Companies Law), in each year hold any other extraordinarygeneral meeting.

The Companies Law providesshareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposalbefore a general meeting. However, these rights may be provided in a company’s articles of association. The Fourth Amendedand Restated Memorandum And Articles of Association provide that upon the requisition of shareholders representing not less than 30% ofthe paid-up share capital of the Company, our board will convene an extraordinary general meeting and put the resolutions so requisitionedto a vote at such meeting. However, shareholders shall have no right to propose certain resolutions, including the declaration and sanctioningof dividends, the consideration and adoption of the accounts and balance sheet and the reports of the directors and auditors and otherdocuments required to be annexed to the balance sheet, the election of directors; and adoption of the Company’s equity incentiveplan and its amendments.

Our Fourth Amended And RestatedMemorandum and Articles of Association provide no other right to put any proposals before annual general meetings or extraordinary generalmeetings. Subject to regulatory requirements, our annual general meeting must be called by not less than ten (10) clear days’ notice,and any extraordinary general meetings must be called by not less than fourteen (14) clear days’ notice, in each case, prior tothe relevant shareholders meeting and convened by a notice discussed below. Alternatively, upon the prior consent of all holders entitledto attend and vote (with regards to an annual general meeting), and the holders of a majority in number of the Members having the rightto attend and vote at the meeting (with regard to an extraordinary general meeting), that meeting may be convened by a shorter noticeand in a manner deemed appropriate by those holders.

We will give notice of eachgeneral meeting of shareholders by publication on our website and in any other manner that we may be required to follow in order to complywith Cayman Islands law, Nasdaq and SEC requirements. The holders of registered shares may be convened for a shareholders’ meetingby means of letters sent to the addresses of those shareholders as registered in our shareholders’ register, or, subject to certainstatutory requirements, by electronic means. We will observe the statutory minimum convening notice period for a general meeting of shareholders.

A quorum for a general meetingconsists of any one or more persons holding or representing by proxy not less than one-third in nominal value of our issued voting sharesentitled to vote upon the business to be transacted.

A resolution put to the voteof the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawalof any other demand for a poll) a poll is demanded by the chairman of the meeting, certain shareholders as provided in the Articles oras required by the rules of Nasdaq. An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simplemajority of the votes cast by, or on behalf of, the shareholders entitled to vote present in person or by proxy and voting at the meeting.A special resolution requires the affirmative vote of no less than two-thirds of the votes cast by the shareholders entitled to vote whoare present in person or by proxy at a general meeting (except for certain matters described below which require an affirmative vote oftwo-thirds). Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all theshareholders of our company, as permitted by the Companies Law and our Fourth Amended And Restated Memorandum and Articles of Association.

Our Fourth Amended And RestatedMemorandum and Articles of Association provide that the affirmative vote of no less than two-thirds of votes cast by the shareholdersentitled to vote who are present in person or by proxy at a general meeting shall be required to approve a) to reduce its share capitalor any capital redemption reserve or other undistributable reserve; b) the necessary quorum (whether at a separate general meeting orat its adjourned meeting) shall be a person or persons or (in the case of a shareholder being a corporation) its duly authorized representativetogether holding or representing by proxy not less than one-third in nominal value of the issued voting shares of that class; c) everyholder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and d) any holder of shares ofthe class present in person or by proxy or authorized representative may demand a poll.

Transfers of Shares

Subject to these Articlesand the requirements of Nasdaq, any shareholder may transfer all or any of his shares by an instrument of transfer in the usual or commonform or in a form prescribed by Nasdaq or in any other form approved by the Board and may be under hand or, if the transferor or transfereeis a clearing house or a central depository house or its nominee(s), by hand or by machine imprinted signature or by electronic signatureor by such other manner of execution as the Board may approve from time to time. The Board may, in its absolute discretion, and withoutgiving any reason therefor, refuse to register a transfer of any share made in accordance with the Articles but only where such shareis not a fully paid up share (and being transferred to a person of whom it does not approve), or any share issued under any share incentivescheme for employees or pursuant to any other agreement, contract or other such arrangement, upon which a restriction on transfer imposedthereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share tomore than four joint holders.

The Board in so far as permittedby any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the register to any branchregister or any share on any branch register to the Register or any other branch register. In the event of any such transfer, the shareholderrequesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.

Unless the Board otherwiseagrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to timedetermine, and which agreement the Board shall, without giving any reason therefore, be entitled in its absolute discretion to give orwithhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferredto the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered,in the case of any shares on a branch register, at the relevant registration office, and, in the case of any shares on the register, atthe registered office of the Company or such other place at which the register is kept in accordance with the Companies Law.

Liquidation

Subject to any special rights,privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any classor classes of shares (i) if the Company shall be wound up and the assets available for distribution amongst the shareholders of the Companyshall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributedpari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Companyshall be wound up and the assets available for distribution amongst the shareholders as such shall be insufficient to repay the wholeof the paid-up capital such assets shall be distributed so that, a nearly as may be, the losses shall be borne by the shareholders inproportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by themrespectively.

If the Company shall be woundup (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any othersanction required by the Companies Law, divide among the shareholders in specie or kind the whole or any part of the assets of the Companyand whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of differentkinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine howsuch division shall be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the likeauthority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authorityshall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelledto accept any shares or other property in respect of which there is a liability.

Anti-Takeover Provisions

Some provisions of our FourthAmended And Restated Memorandum and Articles of Association may discourage, delay or prevent a change of control of our company or managementthat shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in oneor more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any furthervote or action by our shareholders.

Inspection of Books and Records

Holders of ordinary shareswill have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records.No shareholder (other than a director) shall have any right of inspecting any accounting record or book or document of the Company exceptas conferred by law or authorized by the Board or the Company in general meeting. Notwithstanding the above, our Fourth Amended And RestatedMemorandum and Articles of Association provide our shareholders with the right to receive annual audited financial statements. Such rightto receive annual audited financial statements may be satisfied by filing such annual reports as we are required to file with the SEC.

Register of Shareholders

Under Cayman Islands law,we must keep a register of shareholders that includes: the name and address of each shareholder, the number and class of shares held byhim and the amount paid or agreed to be considered as paid on such shares; the date on which each person was entered in the register;and the date on which any person ceased to be a shareholder.

Exempted Company

We are an exempted companywith limited liability under the Companies Law. The Companies Law distinguishes between ordinary resident companies and exempted companies.Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registeredas an exempted company. An exempted company:

“Limited liability”means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the Company (except inexceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or othercircumstances in which a court may be prepared to pierce or lift the corporate veil).

Preferred Shares

Our board of directors isempowered to designate and issue from time to time one or more classes or series of preferred shares and to fix and determine the relativerights, preferences, designations, qualifications, privileges, options, conversion rights, limitations and other special or relative rightsof each such class or series so authorized. Such action could adversely affect the voting power and other rights of the holders of ourordinary shares or could have the effect of discouraging any attempt by a person or group to obtain control of us.

C. MATERIAL CONTRACTS.

All material contracts concludedby the Company during the two years preceding the date of this annual report were entered into in the ordinary course of business, exceptfor those described in “Item 4. Information on the Company” or elsewhere in this annual report on Form 20-F. Copiesor forms of such agreements are listed under the Exhibit Index of this annual report and incorporated by reference from the filings asindicated thereunder.

D. EXCHANGE CONTROLS.

This section sets forth asummary of the most significant regulations or requirements that affect our business activities in China or our shareholders’ rightto receive dividends and other distributions from us.

Regulation of Foreign Exchange in Certain Onshoreand Offshore Transactions

In October 2005, the SAFEissued the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-raising and Return Investment Activities of DomesticResidents Conducted via Offshore Special Purpose Companies, or SAFE Notice 75, which became effective as of November 1, 2005, and wasfurther supplemented by two implementation notices issued by the SAFE on November 24, 2005 and May 29, 2007, respectively. Under Circular75, prior registration with the local SAFE branch is required for PRC residents to establish or to control an offshore company for thepurposes of financing that offshore company with assets or equity interests in an onshore enterprise located in the PRC. An amendmentto the registration or filing with the local SAFE branch by such PRC resident is also required for the injection of equity interests orassets of an onshore enterprise in the offshore company or overseas funds raised by such offshore company, or any other material changewith respect to the offshore company in connection with any increase or decrease of capital, transfer of shares, merger, division, equityinvestment, debt investment, or creation of any security interest over any assets located in the PRC.