Happy City Holdings Ltd

Happy City is a holding company incorporated in the BVI with no material operation of its own, and it conducts operations through its wholly-owned Operating Subsidiaries, namely A-One President Limited, East Harmony Limited, Topwell Gold Limited, and Million Great International Limited. Happy City and its subsidiaries do not have any operation, maintain any office, personnel, or physical presence in Mainland China, nor do we currently have, or intend to have, any contractual arrangements to establish a variable interest entity ( VIE ) structure with any entity in Mainland China. As a holding company, Happy City relies on dividends or other distributions paid by its Operating Subsidiaries 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 ability of our subsidiaries to pay dividends to us may be restricted by the debt they incur on their own or by laws and regulations applicable to them. See Item 3. Key Information 3.D. Risk Factors Risks Related to our Corporate Structure We rely on dividends and other distributions of equity paid by our subsidiaries to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other uses outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiaries by the PRC government to transfer cash.