CAMBELL INTERNATIONAL HOLDING CORP.

Neither our Company nor the VIE owns any real property.

Leased Real Property

Baijiakang Consulting and its VIE, Liaoning Kangbaier, have entered into various lease arrangements in Panjin, the PRC, for their office and manufacturing spaces, which they believe are adequate and suitable for their current operations:

Property rental details

Location (within the Group Hospital) · Area (m 2) · use

1 · Zhaojia # 1-17-1, Xinglongtai District, Panjin City · 600 · storehouse

2 · Zhaojia # 1-17-1, Xinglongtai District, Panjin City · 1,800 · Office building (including WOFE)

3 · Zhaojia # 1-17-1, Xinglongtai District, Panjin City · 400 · dormitory building

Amount to · 2,800

• If we fail to maintain an effective quality control system, our business could be materially and adversely affected.
• We rely on third-party logistics service providers to deliver our products. Disruption in logistics may prevent us from meeting customer demand and our business, results of operations, and financial condition may suffer as a result.
• Our VIE’s production facilities may be unable to maintain efficiency, encounter problems in ramping up production, or otherwise have difficulty meeting our production requirements.
• We will be required to hire and retain skilled managerial, research and development, and sales and marketing personnel.
• We are dependent upon our sole officer for direction, and the loss of our sole officer could adversely affect our operations and results.
• Our Operating Subsidiaries may not be able to obtain or maintain all necessary licenses, permits, and approvals and to make all necessary registrations and filings for their business activities in multiple jurisdictions and related to residents therein, especially in the PRC, or otherwise relating to PRC residents.
• We may be sued or become a party to litigation, which could require significant management time and attention and result in significant legal expenses and may result in an unfavorable outcome, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
• Future sales of our securities, or the perception in the markets that these sales may occur, could depress our stock price.
• The war in Ukraine could materially and adversely affect our business and results of operations.
• We are exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions, and other uncontrollable events.
• Risks Relating to our Commercial Relationship with our VIE
• PRC laws and regulations governing our business and the validity of certain of our contractual arrangements are uncertain. If we are found to be in violation of such PRC laws and regulations, our business may be negatively affected, and we may be forced to relinquish our interests in those operations.
• We conduct our operations in China through our PRC subsidiary and our VIE with which we maintain contractual arrangements. There are risks associated with this structure as the PRC has not yet ruled on its legality.
• Our arrangements with our VIE and its shareholders may be subject to scrutiny by the PRC tax authorities. Any adjustment of related party transaction pricing could lead to additional taxes, and therefore could have an adverse effect on our income and expenses.
• Our current corporate structure and business operations may be substantially affected by the newly enacted Foreign Investment Law.
• Our contractual arrangements may not be as effective in providing control over our variable interest entity as direct ownership.
• Any failure by our VIE or its equity holders to perform their obligations under the contractual arrangements would have a material adverse effect on our business, financial condition, and results of operations.
• Risks Related to Doing Business in China
• Changes in international trade or investment policies and barriers to trade or investment and the ongoing geopolitical conflict may have an adverse effect on our business and expansion plans and could lead to the delisting of our securities from U.S. exchanges and/or other restrictions or prohibitions on investing in our securities.
• If the Chinese government were to impose new requirements for approval from the PRC authorities to issue the Company’s shares of common stock to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause such securities to significantly decline in value or become worthless.
• The New Overseas Listing Rules and other relevant rules promulgated by the CSRC may subject us to additional compliance requirements in the future.
• Changes in international trade policies, tariffs and rising political tensions, particularly between the U.S. and China, may adversely impact our business and operating results.
• The enactment of the Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiary, and the market price for our shares could be adversely affected by increased tensions between the United States and China.
• The Chinese government may choose to exercise significant oversight and discretion over the conduct of our business operations in China.
• Changes in the policies, regulations, and rules, and the enforcement of laws of the PRC government may be implemented quickly with little advance notice and could have a significant impact upon our Operating Subsidiary’s ability to operate profitably in the PRC. The PRC legal system also embodies uncertainties, which could limit law enforcement availability. Therefore, our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.
• China’s economic policies could affect our Operating Subsidiary’s business.
• Many of the economies in Asia, including China, are experiencing substantial inflationary pressures, which may prompt governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability.
• Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on our business and results of operations and could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
• Difficulties in registering our products for sale in Mainland China could have a material adverse effect on our results of operations and financial condition.
• Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.
• We may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted overseas and/or other foreign investment in China-based issuers, and any failure to comply with applicable laws and regulations could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer or continue to offer our shares to investors and cause the value of our shares to significantly decline or be worthless.
• We may face obstacles from the communist system in the PRC.
• We may have difficulty establishing adequate management, legal, and financial controls in the PRC.
• You may have difficulty enforcing judgments against us.
• The PRC government exerts substantial influence over the manner in which we must conduct our business activities.
• Our Operating Subsidiary and the VIE may not be able to obtain or maintain all necessary licenses, permits, and approvals and to make all necessary registrations and filings for their business activities in the PRC and related to residents therein, especially in light of the nature of our VIE’ business operations, which includes the sale of health related products.
• The PRC legal system embodies uncertainties, which could limit law enforcement availability.
• The enforcement of the PRC labor contract law may materially increase our costs and decrease our net income.
• A downturn in the Hong Kong, China, or global economy, or a change in economic and political policies of China, could materially and adversely affect our Operating Subsidiary’s business and financial condition.
• There are political risks associated with conducting business in Hong Kong and China.
• Future inflation in China may inhibit our ability to conduct business in China.
• Restrictions on currency exchange may limit our ability to receive and use our sales effectively.
• Fluctuations in exchange rates could adversely affect our business and the value of our securities.
• Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.
• We rely on dividends and other distributions on equity paid by our PRC subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiary to make payments to us could have a material and adverse effect on our ability to conduct our business.
• PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our PRC subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand business.
• Restrictions under PRC law on our PRC subsidiaries’ ability to pay dividends and make other distributions could materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct our business.
• The PRC government may issue further restrictive measures in the future.
• If our PRC subsidiary or consolidated affiliated entity are found incompliant with the employment and social security, taxation, marketing, telecommunication, or other rules of China, they may face penalties imposed by the PRC government.
• Under the Enterprise Income Tax Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC stockholders.
• We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.
• PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident shareholders to penalties and limit our ability to inject capital into our PRC subsidiary and its VIE, limit our PRC subsidiary’s ability to distribute profits to us, or otherwise adversely affect us.
• Failure to comply with the individual foreign exchange rules relating to the overseas direct investment or the engagement in the issuance or trading of securities overseas by our PRC resident stockholders may subject such stockholders to fines or other liabilities.
• We may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption laws, and any determination that we violated these laws could have a material adverse effect on our business.
• Fluctuation of the RMB may affect our financial condition by affecting the volume of cross-border money flow.
• If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation and could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.
• The disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC. Accordingly, our public disclosure should be reviewed in light of the fact that no governmental agency that is located in China where substantially all of our operations and business are located has conducted any due diligence on our operations or reviewed or cleared any of our disclosure.
• Risks Related to the Market for Our Securities
• If the Chinese government chooses to exert greater oversight and control over offerings that are conducted overseas and/or foreign investment in China based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to overseas investors and cause such securities to significantly decline in value or to be worthless.
• The market price for our shares could be adversely affected by increased tensions between the United States and China.
• As the market price of our common stock is currently below $5.00 per share, we may be subject to penny stock regulations and restrictions, and you may have difficulty selling shares of our common stock.
• It may be difficult for overseas regulators to conduct investigations or collect evidence within China.
• There may be conflicts of interest between our management and our non-management shareholders.
• We have identified material weaknesses in our internal controls over our financial reporting. If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the future trading price of our shares of common stocks.
• The recent joint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House of Representatives, all call for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our business operations, common stock price and reputation.
• As our independent registered public accounting firm’s audit documentation related to their audit reports for the Company is located in China, our shares of common stock could be prohibited from trading on a U.S. exchange.
• We are a “smaller reporting company,” and we cannot be certain if the reduced reporting requirements available to “smaller reporting companies” will make our common shares less attractive to investors.
• We do not intend to pay dividends for the foreseeable future.