Grande Group Ltd/HK

Grande Group Limited is a holding company incorporated in the British Virgin Islands. As a holding company with no material operations, Grande Group Limited conducts all its operations through its operating entities, Grande Capital Limited, Shenzhen Zhenjing Investment Consulting Co., Ltd., and Wicens International Securities Limited (formerly known as Grande Securities Limited ). Grande Capital Limited was incorporated under the laws of Hong Kong on April 6, 2017. Grande Capital Limited is a limited liability company licensed with the HKSFC to undertake Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities. Grande Capital Limited is our Operating Subsidiary and is wholly owned by Grande Group Limited. Wicens International Securities Limited was incorporated under the laws of Hong Kong on March 5, 2021. Wicens International Securities Limited is a limited liability company licensed with the HKSFC to undertake Type 1 (dealing in securities) regulated activities. As a holding company, Grande Group Limited relies on dividends or payments to be paid by its Hong Kong subsidiaries (i.e. Grande Capital and Grande Securities), to fund its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur and to pay our operating expenses. The subsidiaries’ ability to pay dividends to the Company may be restricted by the debt the subsidiaries incur on their own or laws and regulations applicable to them. See Item 3.