Universe Pharmaceuticals INC

Our Corporate History and Structure We are an offshore holding company incorporated in the Cayman Islands. As a holding company with no operations of our own, our operations are conducted in China through our wholly owned indirect PRC subsidiary, Jiangxi Universe, and its subsidiaries. Investors in our securities are not holding equity interests in our subsidiaries but instead are holding equity interests in the ultimate Cayman Islands holding company, and therefore are not directly holding any equity interests in the operating entities. The Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. For risks facing our Company as a result of our