MULIANG VIAGOO TECHNOLOGY, INC.

Building · 2,732,322 · 2,795,874

Operating equipment · 2,670,949 · 2,740,527

Vehicle · 80,169 · 82,034

Office equipment · 20,410 · 78,714

Construction in progress · 2,989,470 · 2,876,250

8,493,320 · 8,573,399

Less: Accumulated depreciation · (3,208,603 · (2,951,802

5,284,717 · 5,621,597

• If we become directly subject to the 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.
• The disclosures in our reports, other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC.
• Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on the VIE and its subsidiaries’ business and results of operations.
• Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us.
• Market, economic and other conditions in China may adversely affect the demand for the VIE and its subsidiaries’ products and services.
• We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses or permits applicable to the VIE and its subsidiaries’ business may have a material adverse effect on the VIE and its subsidiaries’ business and results of operations.
• PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies may delay or prevent us from using proceeds from future financing activities to make loans or additional capital contributions to our PRC operating subsidiaries.
• PRC laws and regulations governing the VIE and its subsidiaries’ current business operations are sometimes vague and uncertain. Uncertainties with respect to the PRC legal system, including those regarding the enforcement of laws, and sudden or unexpected changes, with little advance notice, in laws and regulations in China could adversely affect us and limit the legal protections available to you and us.
• We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by the VIE and its subsidiaries’ customers.
• Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.
• The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering.
• Trading in our securities may be prohibited under the HFCAA and as a result an exchange may determine to delist our securities if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction.
• The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.
• Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
• Regulatory bodies of the United States may be limited in their ability to conduct investigations or inspections of operations in China.
• We are required to fulfill the Trial Measures filing procedures and report relevant information to the CSRC; and, since the interpretation and implementation of the new regulations are still evolving, we cannot assure you that we will be able to complete the filings for any future offerings, and fully comply with the relevant new rules on a timely basis, if at all.
• Risks Relating to the VIE and its subsidiaries’ Business and Industry
• The VIE and its subsidiaries’ fertilizer business is seasonal and affected by factors beyond the VIE and its subsidiaries’ control, which may cause the VIE and its subsidiaries’ sales and operating results to fluctuate significantly.
• Unavoidable Insufficient Inventory during busy seasons may cause us to lose some portion of the VIE and its subsidiaries’ sales.
• Competition in fertilizer and agricultural industrial products is intense and requires continuous technological development.
• We may not be successful in developing marketable or commercial technologies.
• If we are unable to compete successfully with the VIE and its subsidiaries’ competitors, the VIE and its subsidiaries’ financial condition and results of operations may be harmed.
• The loss of any of the VIE and its subsidiaries’ key suppliers and/or customers could have a materially adverse effect on the VIE and its subsidiaries’ results of operations.
• We have engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have an adverse effect on our business and results of operations.
• The VIE and its subsidiaries’ product development cycle is lengthy and uncertain and we may never generate revenues or earn revenues on the sale of the VIE and its subsidiaries’ products currently in development.
• We depend on the VIE and its subsidiaries’ key personnel and research employees, and we may be adversely affected if we are unable to attract and retain qualified scientific and business personnel.
• We do not enter into non-compete agreements with the VIE and its subsidiaries’ employees, and therefore we may be unable to prevent the VIE and its subsidiaries’ competitors from benefiting from the expertise of the VIE and its subsidiaries’ former employees.
• We have a limited operating history in the VIE and its subsidiaries’ market, which makes it difficult to evaluate the VIE and its subsidiaries’ future prospects.
• The loss of any of the VIE and its subsidiaries’ key customers could reduce the VIE and its subsidiaries’ revenues and the profitability.
• Any failure of any of the VIE and its subsidiaries’ key suppliers to deliver necessary materials could result in delays in the VIE and its subsidiaries’ products development or marketing schedules.
• We may have difficulty managing the risk associated with doing business in the Chinese fertilizer and agricultural products industry.
• If we do not compete effectively, the VIE and its subsidiaries’ results of operations could be harmed.
• If we fail to promote and maintain the VIE and its subsidiaries’ brand in an effective and cost-efficient way, the VIE and its subsidiaries’ business and results of operations may be harmed.
• If we fail to develop and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud.
• Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results.
• Our business depends on the continued efforts of our senior management. If one or more of our key executives were unable or unwilling to continue in their present positions, our business may be severely disrupted.
• Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business.
• Increases in labor costs in the PRC may adversely affect the VIE and its subsidiaries’ business and results of operations.
• We do not have any business insurance coverage.
• We face Risks Relating to natural disasters, health epidemics and other outbreaks, which could significantly disrupt operations.
• We may be subject to the general risks underlying the agriculture industry in PRC market.
• We may be adversely affected by global economic conditions.
• Changes in laws and regulations to which we are subject, or to which we may become subject in the future, may materially increase the VIE and its subsidiaries’ costs of operation, decrease operating revenues and disrupt business.
• The overall agricultural industry is susceptible to commodity price changes and we, along with the VIE and its subsidiaries’ food manufacturing customers and grower customers, are exposed to market risks from changes in commodity prices.
• The VIE and its subsidiaries’ operations are subject to various health and environmental risks associated with the VIE and its subsidiaries’ use, handling and disposal of potentially toxic materials.
• Failure to maintain or enhance the VIE and its subsidiaries’ brands or image could have a material and adverse effect on the business and results of operations.
• Any failure to protect the VIE and its subsidiaries’ trademarks and other intellectual property rights could have a negative impact on the VIE and its subsidiaries’ business.
• Our outstanding long-term loan and other financing arrangement payable may adversely affect our available cash flow and our ability to operate our business.
• Increases in labor costs in the PRC may adversely affect the VIE and its subsidiaries’ business and the VIE and its subsidiaries’ profitability.
• We may be liable for improper use or appropriation of personal information provided by the VIE and its subsidiaries’ customers.
• A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business and our financial condition.
• Risks Relating to Our Corporate Structure
• If the PRC government deems that the contractual arrangements in relation to Shanghai Muliang, our consolidated variable interest entity, do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
• We rely on contractual arrangements with the VIE and their shareholders for a large portion of our business operations. These arrangements may not be as effective as direct ownership in providing operational control. Any failure by the VIE or their shareholders to perform their obligations under such contractual arrangements would have a material and adverse effect on our business.
• Any failure by Shanghai Muliang, our consolidated variable interest entity, or its shareholders to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business.
• We are a holding company and will rely on dividends paid by our subsidiaries for our cash needs. Any limitation on the ability of our subsidiaries to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent company expenses or pay dividends to holders of our common stock.
• The shareholders of the VIE may have actual or potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.
• Our contractual arrangements are governed by PRC law. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures.
• Contractual arrangements in relation to the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owe additional taxes, which could negatively affect our financial condition and the value of your investment.
• We may lose the ability to use, or otherwise benefit from, the licenses, approvals and assets held by the VIE, which could severely disrupt our business, render us unable to conduct some or all of our business operations and constrain our growth.
• If the custodians or authorized users of our controlling non-tangible assets, including chops and seals, fail to fulfill their responsibilities, or misappropriate or misuse these assets, our business and operations may be materially and adversely affected.
• Substantial uncertainties exist with respect to the interpretation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.
• The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if the VIE or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors.
• Certain judgments obtained against us by our shareholders may not be enforceable.
• Substantial uncertainties exist with respect to the interpretation and implementation of PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.