Kun Peng International Ltd.

Neither our Company, the VIE, nor any of the VIE’s subsidiaries owns any real property.

Leased Real Property

King Eagle (China) and Chengdu Wenjiang entered into multiple lease arrangements in Beijing, the PRC, for their office spaces which they believe are adequate and suitable for their current operations:

Entity · Description of Use · Leased Square Meters · Location

King Eagle (China) · Office space · 80 · Chaoyang District, Beijing, PRC

Chengdu Wenjiang · Office space · 92 · Wenjiang District, Chengdu, PRC

• We conduct substantially all of our operations in China through our PRC subsidiary, King Eagle (China) and our VIE, with which King Eagle (China) maintains 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, our VIE’s subsidiaries, or our VIE’s 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.
• Our business is dependent on King Eagle VIE and operations in China, and marketing and selling health-related products, and any inability to obtain products or to market and sell such products could have a material adverse effect on our business, operating results, and financial condition.
• 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 subsidiaries, 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 and our VIE’s business operations in China.
• 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 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 VIE’s and our VIE’s subsidiaries’ 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.
• 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.
• Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.
• 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.
• The PRC legal system embodies uncertainties, which could limit law enforcement availability.
• To the extent that our independent registered public accounting firm’s audit documentation related to their audit reports for the Company may, in the future, be located in China or in Hong Kong, our securities could be delisted and prohibited from trading on a U.S. exchange.
• The enforcement of the PRC labor contract law may materially increase our costs and decrease our net income.
• A downturn in the Chinese or global economy, or a change in economic and political policies of China, could materially and adversely affect our VIE’s business and financial condition.
• There are political risks associated with conducting business in 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.
• Restrictions under PRC law on our subsidiaries’ ability to make dividend payments and 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 subsidiaries, limit our PRC subsidiaries’ 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.
• 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 have conducted any due diligence on our operations or reviewed or cleared any of our disclosure.
• Risks Related to the Market for Our Securities
• Our common stock is quoted on the OTC market, which may have an unfavorable impact on our stock price and liquidity.
• We are subject to penny stock regulations and restrictions, and you may have difficulty selling shares of our common stock.
• If we fail to maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our common stock may decline.
• We do not intend to pay dividends for the foreseeable future.
• Fulfilling our obligations incident to being a public company, including with respect to the requirements of and related rules under the Sarbanes-Oxley Act of 2002, is expensive and time-consuming, and any delays or difficulties in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price.
• Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses.
• Provisions in our charter documents and under Nevada law could discourage a takeover that stockholders may consider favorable.