(Name, Telephone, email and/or fax number and address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.

If the report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15D of the Securities Exchange Act of 1934.

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

~~On July 3, 2019 (the “Closing Date”),~~Our Operating Subsidiaries conduct business operations in the ~~Company closed on~~PRC. Since our business operations are conducted in China through our Operating Subsidiaries, the Chinese government may exercise significant oversight and discretion over the conduct of our business in China and may intervene in or influence our Operating Subsidiaries’ operations at any time, which could result in a ~~share exchange (the “Share Exchange”) with HUAHUI GROUP STOCK LIMITED, (“HGSL”), a Seychelles company~~material change in their operations and/or the value of our Ordinary Shares. In addition, we may be materially affected by recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based companies including, but not limited ~~by shares,~~to, cybersecurity review and ~~HGSL’s shareholders. As a result, HGSL is now a wholly owned subsidiary~~regulatory review of the ~~Company~~overseas listing of our Ordinary Shares through an offshore holding company. We are also subject to the risks of uncertainty about any future actions the Chinese government may take in this regard.

Should the Chinese government choose to exercise significant oversight and ~~management~~discretion over the conduct of our Operating Subsidiaries’ businesses, it may intervene in or influence our Operating Subsidiaries’ operations. Such governmental actions:

As we conduct substantially all of our operations in China, we are subject to legal and operational risks associated with having substantially all of our operations in China, including risks related to the legal, political and economic policies of the ~~Company believes~~Chinese government, the relations between China and the United States, or Chinese or United States regulations, which risks could result in a material change in our operations and/or cause the value of our ordinary shares to significantly decline or become worthless and affect our ability to offer or continue to offer securities to investors. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. New laws, such as the Measures for Cybersecurity Review, 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 PRC, through the Cyberspace Administration of China (the “CAC”), has recently proposed new rules and enacted new laws that ~~the Company is no longer~~would require companies collecting or holding large amounts of data to undergo a ~~shell company. The Company’s operations subsequent~~cybersecurity review prior to ~~July 3, 2019 consist~~listing in foreign countries, a move that would significantly tighten oversight over China-based Internet giants. Pursuant to Article 6 of the ~~operations of HGSL and its subsidiaries and, except as otherwise indicated, the narrative portions of this Report describe the Company’s business subsequent~~Measures for Cybersecurity Review (Draft for Comments), companies holding data on more than 1 million users must now apply for cybersecurity approval when seeking listings in other nations due to the ~~consummation~~risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.” On January 4, 2022 and effective February 15, 2022, the CAC issued the Revised Measures on Cyberspace Security (the “Revised Measures”), which requires that operators of critical information infrastructure (“CII”) intending to procure network products and services that may affect national security undergo cybersecurity review. This has impacted and could potentially impact a broad range of data-rich tech companies. The Revised Measures expand the ~~Share Exchange.~~scope of reviewed business entities to now include network platform (“NP”) operators intending to engage in certain activities, such as applying to list abroad. The Revised Measures establish a Cybersecurity Review Office (the “CRO”), an administrative body within the CAC, to formulate the regulations for cybersecurity review and to lead the cybersecurity review process. Applicable CII operators and NP operators are required to submit an application to the CRO, and the CRO will assess whether a cybersecurity review is required.

~~In connection with the closing on the Share Exchange, on July 3, 2019, the Company changed its fiscal year end from June 30 to December 31.~~

If an entity is a CII operator or a NP operator, it is required to apply for cybersecurity review if any of the following three conditions is met: (i) the CII operator proposes to procure network products and services that affect or may affect national security; (ii) the NP operator proposed to carry out data processing activities that affect or may affect national security; (iii) or the NP operator controls personal information of more than 1,000,000 users and proposes to apply for overseas listing. The term “overseas listings” is often interpreted as listings outside of China, such as in the U.S. And, “network products and services” include core network equipment, high capability computers and servers, high capacity data storage, large databases and applications, network security equipment, cloud computing services; “data processing” means the collection, storage, use, processing, transmission, provision and disclosure of data.

The Company is in the business of professional management coaching through ZDSE and business planning and event planning and production through HHMT, which do not involve the collection of user data, implicate cybersecurity or involve any other type of restricted industry. Based on our understanding of currently applicable PRC laws and regulations, our Operating Subsidiaries are not subject to cybersecurity review under the Revised Measures nor are the Shares subject to the review or prior approval of the CAC or the CRSC. Uncertainties still exist, however, due to the possibility that laws, regulations or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CRSC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to overseas investors and could cause such securities to significantly decline in value or to be worthless.

The PCAOB’s HFCAA Determination Report dated December 16, 2021, that the Board is unable to inspect or investigate completely registered public accounting firms headquartered in China or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in China or Hong Kong (“the Determination”) could result in the prohibition of trading in our securities by not being allowed to list on a U.S. exchange, and as a result an exchange may determine to delist our securities, which would materially affect the interest of our investors.

The HFCAA, which was enacted on December 18, 2020, states that if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit the company’s shares from being traded on a national securities exchange or in the over the counter trading market in the United States.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above.

On June 22, 2021, the Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA) which, if signed into law, would reduce the time period for the delisting of foreign companies under the HFCAA to two consecutive years instead of three years. In the event the HFCAA is amended to prohibit an issuer’s securities from trading on any U.S. stock exchange and our auditor is not subject to PCAOB inspections for two consecutive years instead of three, it will reduce the time before our Ordinary Shares may be prohibited from trading or delisted from an exchange if our auditor is not subject to inspection by the PCAOB.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On December 16, 2021, the PCAOB issued a Determination Report (the “Determination Report”), which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the Determination Report identified the specific registered public accounting firms subject to these determinations.

Our auditor, Pan-China Singapore PAC (“Pan-China Singapore”), the independent registered public accounting firm that issued the audit report included in this Annual Report, is subject to PCAOB inspections. Pan-China Singapore is headquartered in Singapore and there are no limitations in Singapore on PCAOB inspections. Therefore, we believe that, as of the date of this Annual Report, our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021 relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in the PRC or Hong Kong because of a position taken by one or more authorities in the PRC or Hong Kong. However, to the extent that our auditor’s work papers may, in the future, become located in China, such work papers will not be subject to inspection by the PCAOB because the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities. Inspections of certain other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct inspections of our auditors’ work papers in China would make it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. As a result, our investors may be deprived of the benefits of the PCAOB’s oversight of our auditor through such inspections and they may lose confidence in our reported financial information and procedures and the quality of our financial statements. We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us. Such uncertainty could cause the market price of our Ordinary Shares to be materially and adversely affected.

We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. Further, the United States Senate passed the Accelerated Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCAA to require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

During the prior fiscal years ended December 31, 2020 and 2021, including through the date of this Annual Report, our auditor does not have any documentation related to their audit reports located in China. However, to the extent that our independent registered public accounting firm’s audit documentation related to their audit reports for the Company may be located in China in the future, the PCAOB may not be able to inspect such audit documentation and, as a result, you may be deprived of the benefits of such inspection.

Any PRC regulations pertaining to our corporate structure, loans to and investment in PRC entities by offshore holding companies may delay us from making loans or capital contributions to our Operating Subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

Moreover, as a holding company, we may rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements. If any of our PRC subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. However, none of our subsidiaries has made any dividends or other distributions to our holding company as of the date of this Annual Report. In the future, cash proceeds raised from overseas financing activities may be transferred by us to our PRC subsidiaries via capital contribution or shareholder loans, as the case may be.

As of the date of this Annual Report, there were no cash flows between our Cayman Islands holding company and our subsidiaries. Funds are transferred among our PRC subsidiaries for working capital purposes. The transfer of funds among companies is subject to the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases (2020 Revision, the “Provisions on Private Lending Cases”), which was implemented on August 20, 2020 to regulate the financing activities between natural persons, legal persons and unincorporated organizations. The Provisions on Private Lending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiary’s operations. We have not been notified of any other restriction which could limit our PRC subsidiaries’ ability to transfer cash between subsidiaries.

The PRC government’s control over the conversion of foreign exchange and fluctuations in the value of RMB may result in foreign currency exchange losses and limit our ability to pay dividends. Since our Operating Subsidiaries conduct business in the PRC, we receive part of their revenue and pay part of our expenses in the RMB. The value of RMB against the U.S. dollar and other currencies fluctuates from time to time and is subject to changes in the domestic and international political and economic developments, including the global and monetary effects of the war in Ukraine, as well as the fiscal and foreign exchange policies prescribed by the PRC government. We cannot assure you that the value of the RMB will remain at the current level against the U.S. dollar or any other foreign currency. If the RMB appreciates or depreciates against the U.S. dollar or any other foreign currency, it will have mixed effects on our Operating Subsidiaries’ business and there is no assurance that the overall effect will be positive.

The RMB is not currently a freely convertible currency. Conversion and remittance of foreign currencies are subject to PRC foreign exchange regulations. Pursuant to the existing foreign exchange regulations in the PRC, we are allowed to carry out foreign exchange transactions for current account items (including dividend payments) without submitting the relevant documentary evidence of such transactions to SAFE for approval in advance as long as they are processed by banks designated for foreign exchange trading. However, we may need to obtain the SAFE’s prior approval for foreign exchange transactions for capital account items. If we fail to obtain the SAFE’s approval to convert RMB into foreign currencies for foreign exchange transactions, our Operating Subsidiaries’ business operations, financial condition, results of operations and prospects, as well as our ability to pay dividends, could be materially and adversely affected.

To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and SAFE implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments.

In addition, the Enterprise Income Tax Law (the “EIT LAW”) and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions where the non-PRC-resident enterprises are tax resident. Pursuant to the tax agreement between Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10%. However, if the relevant tax authorities determine that our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. Accordingly, there is no assurance that the reduced 5% withholding rate will apply to dividends received by our Hong Kong subsidiary from our PRC subsidiaries. This withholding tax will reduce the amount of dividends we may receive from our PRC subsidiaries.

Dividends payable by the Company to our foreign investors and gain on the sale of our Shares may be subject to PRC income taxes. Pursuant to the EIT Law and the EIT rules, subject to any applicable tax treaty or arrangement between the PRC and the jurisdiction of residence of our investors that provides a different income tax arrangement, the payment of dividends by a PRC resident enterprise to investors that are non-PRC resident enterprises (including enterprises that do not have an establishment or place of business in the PRC and enterprises that have an establishment or place of business but their income is not effectively connected with the establishment or place of business) or any gain realized on the transfer of shares by such investors is generally subject to PRC income tax at a rate of 10% to the extent such dividend has its source in the PRC or such gain is regarded as income derived from sources within the PRC. Under Individual Income Tax Law of the PRC and its implementation rules, dividends sourced within the PRC paid to foreign individual investors who are not PRC residents and gains from PRC sources realized on the transfer of our Shares by such investors would be subject to PRC income tax at a rate of 20%, subject to any reduction or exemption set out in applicable tax treaties and PRC laws.

It is uncertain whether we will be considered a PRC ‘‘resident enterprise.’’ If we are considered a PRC ‘‘resident enterprise,’’ dividends payable by us with respect to our Shares, or any gain realized from the transfer of our Shares may be treated as income derived from sources within the PRC and may be subject to PRC income tax, subject to the interpretation, application and enforcement of the EIT Law and the EIT rules by the relevant tax authorities. If we are required under the EIT Law or other related regulations to withhold PRC income tax on our dividends payable to foreign holders of our Shares which are ‘‘non-resident enterprises,’’ or if our Shareholders are required to pay PRC income tax on the transfer of our Shares under PRC tax laws, the value of an investment in our Shares may be materially and adversely affected.

This Annual Report on Form 20-F contains forward-looking statements. A forward-looking statement is a projection about a future event or result, and whether the statement comes true is subject to many risks and uncertainties. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. The actual results or activities of the Company will likely differ from projected results or activities of the Company as described in this Annual Report, and such differences could be material.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results and performance of the Company to be different from any future results, performance and achievements expressed or implied by these statements. In other words, our performance might be quite different from what the forward-looking statements imply. You should review carefully all information included in this Annual Report.

You should rely only on the forward-looking statements that reflect management’s view as of the date of this Annual Report. We undertake no obligation to publicly revise or update these forward-looking statements to reflect subsequent events or circumstances. You should also carefully review the risk factors described in other documents we file from time to time with the Securities and Exchange Commission (the “SEC”). The Private Securities Reform Act of 1995 contains a safe harbor for forward-looking statements on which the Company relies in making such disclosures. In connection with the “safe harbor,” we are hereby identifying important factors that could cause actual results to differ materially from those contained in any forward-looking statements made by us or on our behalf. Factors that might cause such a difference include, but are not limited to, those discussed in the section entitled “Risk Factors” under Item 3. – “Key Information.”

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and publish our financial statements in United States Dollars.

In this Annual Report, “China” refers to all parts of the People’s Republic of China other than the Special Administrative Region of Hong Kong. The terms “HHEG,” “we,” “our,” “us,” ~~“the Group”~~ and the “Company” refer to Huahui Education Group Limited, a holding company incorporated in the Cayman Islands with no material operations of its own. As a holding company with no material operations of our own, we conduct operations in China through our operating subsidiaries, Zhongdehui (Shenzhen) Education Development Co., Limited, incorporated in the PRC, and ~~where~~Shenzhen Huahui Media Technology Co., Limited, also incorporated in the ~~context so requires or suggests, our direct and indirect subsidiaries.~~PRC (together, the “Operating Subsidiaries. References to “dollars,” “U.S. Dollars” or “US$” are to United States Dollars and “RMB” are to Chinese Renminbi.

C. Reasons for the ~~fiscal years ended December 31, 2018~~offer and ~~2019 are derived from the Audited Consolidated Financial Statements and notes, which appear elsewhere in this Annual Report.~~use of proceeds.

The Financial Statements are prepared in accordance with generally accepted accounting principles in the United States of America and expressed in United States Dollars. The selected consolidated financial data are qualified in their entirety by reference to, and should be read in conjunction with, the Consolidated Financial Statements and related notes included in the F pages of this Annual Report and Item 5. – “Operating and Financial Review and Prospects” included in this Annual Report.Not applicable

You should carefully consider the following risks, together with all other information included in this Annual Report. The realization of any of the risks described below could have a material adverse effect on our business, results of operations and future prospects.

Risks Related to Our ~~Business~~Operating Subsidiaries and their Industries

Our Operating Subsidiaries limited operating ~~history~~histories makes it difficult to evaluate ~~our~~their future prospects and results of operations.

The Company, through its Operating Subsidiaries, is in the process of developing its ~~business~~businesses and has a limited operating history. You should consider our Operating Subsidiaries’ futureprospects in light of the risks and uncertainties experienced by early stage companies. Some of these risks and uncertainties relate to ~~our~~their ability to:

If weour Operating Subsidiaries are unsuccessful in addressing any of these risks and uncertainties, our business may be materially and adversely affected.

We envision a period of rapid growth that may impose a significant burden on our administrative and operational resources which, if not effectively managed, could impair our Operating Subsidiaries’ growth.

Our strategy envisions a period of rapid growth that may impose a significant burden on our administrative and operational resources. The growth of our ~~business~~Operating Subsidiaries’ businesses will require significant investments of capital and management’s close attention. Our ability to effectively manage our Operating Subsidiaries’ growth will require us to substantially expand the capabilities of our administrative and operational resources and to attract, train, manage and retain qualified management, IT, sales and marketing, coaching and other personnel; we may be unable to do so. In addition, our failure to successfully manage our Operating Subsidiaries’ growth could result in ~~our~~their sales not increasing commensurately with capital investments. If we are unable to successfully manage our Operating Subsidiaries’ growth, we may be unable to achieve our goals.

We may not be able to raise the additional capital necessary to execute our and our Operating Subsidiaries’ business ~~strategy,~~strategies, which could result in the curtailment of ~~our~~their operations.

We will need to raise additional funds to fully fund our Operating Subsidiaries’ existing operations and for development and expansion of ~~our business.~~their businesses. We have no current arrangements with respect to sources of additional financing and the needed additional financing may not be available on commercially reasonable terms, on a timely basis or at all. The inability to obtain additional financing when needed would have a negative effect on us, including possibly requiring us to curtail our Operating Subsidiaries’ operations. If any future financing involves the sale of equity securities, the ~~shares~~Shares held by our shareholders could be substantially diluted. If we borrow money or issue debt securities, ~~the Company~~we will be subject to the risks associated with indebtedness, including the risk that interest rates may fluctuate and the possibility that itwe may not be able to pay principal and interest on the indebtedness when due. Insufficient funds would prevent us from implementing our and our Operating Subsidiaries’ business ~~plan~~plans and would require us to delay, scale back or eliminate certain of ~~our~~their operations.

We will be required to hire and retain skilled managerial, ~~personnel,~~ IT, ~~and~~ sales and marketing and coaching personnel.

Our continued success depends in large part on our ability to attract, train, motivate and retain qualified management, IT, sales and marketing and coaching personnel. Any failure to attract and retain the required managerial, technical, sales and coaching personnel that are integral to our Operating Subsidiaries’ business may have a negative impact on our operations, which would have a negative impact on revenues. There can be no assurance that we will be able to attract and retain skilled persons and the loss of skilled coaches or managerial, technical or sales personnel would adversely affect us.

We are dependent upon our officers and management for direction and the loss of any of these persons could adversely affect our operations and results.

We are dependent upon our officers for implementation of our proposed strategy and execution of our business plan. The loss of any of our officers could have a material adverse effect upon our results of operations and financial position. We do not maintain “key person” life insurance for any of our officers. The loss of any of our officers could delay or prevent the achievement of our business objectives.

We are currently dependent on our primary operating subsidiary, ZDSE, for our revenue.

~~We are a holding company with~~ a total of ~~six subsidiaries; however, at the current time only one of those~~14 subsidiaries, ~~ZDSE, is conducting operations. Therefore,~~ we are ~~totally~~essentially dependent on ZDSE for our revenue. ~~Although management intends that two more~~Accordingly, our financial condition and results of ~~the Company’s~~operations are, and will continue to be, directly tied to those of ZDSE unless and until our other subsidiaries ~~will~~ commence ~~operations in the near future, there~~generating significant revenue. There can be no assurance that either ZDSE or any of ~~those~~our other direct or indirect subsidiaries will ~~succeed in doing so or that, if started, either of those businesses will produce revenue. All of the operating subsidiaries would conduct their operations in the PRC.~~generate net income at any future time.

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 ourbusiness, financial condition, results of operations and cash flows.

We may be subject to a number of lawsuits from time to time arising in the ordinary course of our business. The expense of defending ourselves against such litigation may be significant. The amount of time to resolve these lawsuits is unpredictable and defending ourselves may divert management’s attention from the day-to-day operations of our business, which could adversely affect our business, results of operations and cash flows. In addition, an unfavorable outcome in such litigation could have a material adverse effect on our business, results of operations and cash flows.

We are an emerging growth company within the meaning of the Securities Act and will take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the ~~Jumpstart Our Business Startups~~JOBS Act ~~(the “JOBS Act”)~~ and take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. The Company has elected to use the extended transition period for complying with new or revised accounting ~~standard~~standards under Section 102(b)(2) of the Jobs Act that allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

We have identified material weaknesses in our internal control over financial reporting. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ~~shares.~~Shares.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. Ineffective internal control could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our ~~shares.~~Shares.

We have identified material weaknesses in our internal control over financial reporting in the Company ~~and in HGSL~~ and its subsidiaries. As defined in Regulation 12b-2 under the Exchange Act, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented, or detected on a timely basis. Specifically, we determined that we had the following material weaknesses in our internal control over financial reporting: (i) we do not have ~~limited controls over information processing;~~a financial expert on U.S. GAAP in top management; (ii) we do not have ~~inadequate segregation of duties;~~an audit committee; and (iii) we do not have ~~a formal audit committee with a financial expert; and (iv) we do not have sufficient formal written policies and~~standard procedures for all accounting ~~and financial reporting with respect to the requirements and application of both generally accepted accounting principles in the United States of America, or GAAP, and SEC guidelines.~~

The Company intends to utilize a third-party independent contractor for the preparation of our financial statements in the future in an effort to remediate the deficiency. The implementation of this initiative will not fully address any material weakness or other deficiencies that we may have in our internal control over financial reporting.cycles. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third-party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

Even if we develop effective internal controls over financial reporting, such controls may become inadequate due to changes in conditions, or the degree of compliance with such policies or procedures may deteriorate, which could result in the discovery of additional material weaknesses and deficiencies. In any event, the process of determining whether our existing internal control over financial reporting is compliant with Section 404 of the Sarbanes-Oxley Act (“Section 404”) and is sufficiently effective requires the investment of substantial time and resources by our senior management. As a result, this process may divert internal resources and take a significant amount of time and effort to complete. In addition, we cannot predict the outcome of this process and whether we will need to implement remedial actions in order to establish effective controls over financial reporting. The determination of whether or not our internal controls are sufficient, and any remedial actions required could result in us incurring additional costs that we did not anticipate, including the hiring of additional outside consultants. We may also fail to timely complete our evaluation, testing and any remediation required to comply with Section 404.

We are required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. However, for as long as we are a “smaller reporting company,” our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404. While we could be a smaller reporting company for an indefinite amount of time, and thus relieved of the above-mentioned attestation requirement, an independent assessment of the effectiveness of our internal control over financial reporting could detect problems that our management’s assessment might not. Such undetected material weaknesses in our internal control over financial reporting could lead to financial statement restatements and require us to incur the expense of remediation.

ToThe PCAOB’s HFCAA Determination Report dated December 16, 2021, that the ~~extent that our independent~~Board is unable to inspect or investigate completely registered public accounting ~~firm’s audit documentation related to their audit reports for the Company are, or will be, located~~firms headquartered in China or Hong Kong, a Special Administrative Region and dependency of the ~~PCAOB may~~PRC, because of a position taken by one or more authorities in China or Hong Kong (“the Determination”) could result in the prohibition of trading in our securities by not ~~be able~~being allowed to ~~inspect such audit documentation~~list on a U.S. exchange, and as a result ~~you~~an exchange may determine to delist our securities, which would materially affect the interest of our investors.

On June 22, 2021, the Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA) which, if signed into law, would reduce the time period for the delisting of foreign companies under the HFCAA to two consecutive years instead of three years. In the event the HFCAA is amended to prohibit an issuer’s securities from trading on any U.S. stock exchange and our auditor is not subject to PCAOB inspections for two consecutive years instead of three, it will reduce the time before our Ordinary Shares may be ~~deprived~~prohibited from trading or delisted from an exchange if our auditor is not subject to inspection by the PCAOB.

On December 16, 2021, the PCAOB issued a Determination Report (the “Determination Report”), which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the ~~benefits~~People’s Republic of ~~such inspection.~~China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the Determination Report identified the specific registered public accounting firms subject to these determinations.

Our auditor, Pan-China Singapore PAC (“Pan-China Singapore”), the independent registered public accounting firm that issued the audit ~~opinions on the financial statements~~report included in this ~~Form 20-F~~Annual Report, is subject to PCAOB inspections. Pan-China Singapore is headquartered in Singapore and ~~will issue audit reports related to~~there are no limitations in Singapore on PCAOB inspections. Therefore, we believe that, as of the ~~Company in the future. As the auditor~~date of ~~a company filing reports with the SEC and as a firm registered with the PCAOB,~~this Annual Report, our auditor is ~~required~~not subject to the determinations announced by the ~~laws~~PCAOB on December 16, 2021 relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in the PRC or Hong Kong because of a position taken by one or more authorities in the ~~United States to undergo regular inspections by the PCAOB.~~PRC or Hong Kong. However, to the extent that our auditor’s work papers ~~are or~~may, in the future, become located in China, such work papers will not be subject to inspection by the PCAOB because the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities. Inspections of certain other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct inspections of our auditors’ work papers in China would make it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. ~~Investors may consequently lose confidence in our reported financial information and procedures and the quality of our financial statements.~~ As a result, our investors may be deprived of the benefits of the PCAOB’s oversight of our ~~auditors~~auditor through such ~~inspections.~~inspections and they may lose confidence in our reported financial information and procedures and the quality of our financial statements. We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us. Such uncertainty could cause the market price of our Ordinary Shares to be materially and adversely affected.

There may be conflicts of interest between our management and our non-management shareholders.

Conflicts of interest create the risk that our officers and directors may have an incentive to act adversely to the interests of the Company. A conflict of interest may arise between our officers and directors’ personal pecuniary interests and their fiduciary duty to our shareholders.

~~Our~~ZDSE’s business depends on the market recognition of ~~our~~its brand. If ~~we are~~ZDSE is not able to maintain ~~our~~its reputation and enhance ~~our~~its brand recognition, ~~our~~its business and operating results may be materially and adversely affected.

~~Our~~ZDSE’s track record in providing quality coaching services will determine whether ZDSE becomes recognized as a leading brand in the industry. We believe that market recognition of ~~our~~ZDSE’s brand is a key factor to ensuring our future success. As ~~we continue~~ZDSE continues to grow in size and broaden the scope of ~~our~~its program and services, however, it may become increasingly difficult to maintain the quality and consistency of the services ~~we offer,~~it offers, which may negatively impact ~~our~~its brand and the popularity of ~~our~~its products and services offered thereunder.

~~Our~~ZDSE’s brand value will also be affected by ~~customer~~client perceptions. Those perceptions are affected by a number of factors; some of them are based on first-hand observation of ~~our~~ZDSE’s service quality while others may be based on indirect information from media or other sources. Incidents and any negative publicity related thereto, even if factually incorrect, may lead to significant deterioration of ~~our~~ZDSE’s brand image and reputation, and consequently negatively affect clients’ interest in ~~our~~its services and products, as well as top-notch executive coaches’ interest in being associated with ~~our~~its brand. Particularly in the age of digital media and social network, impacts of negative publicity associated with any single incident could be easily amplified and potentially cause impacts that go beyond our estimation or control.

In addition, scientific studies on education are constantly evolving and new or innovative conclusions on education methodologies or philosophies may affect ~~customers’ perception~~clients’ perceptions of ~~our~~ZDSE’s services and products. If ~~we are~~ZDSE is unable to maintain ~~our~~its reputation, enhance ~~our~~its brand recognition or increase positive awareness of ~~our~~its coaching products and services, it may be difficult to maintain and grow client enrollment or attract more business partners to join ~~our~~ZDSE’s network, and ~~our~~its business and growth prospects may be materially and adversely affected.

If ~~we fail~~ZDSE fails to maintain and increase ~~our~~its client base, our revenues may decline, and we may not be able to sustain profitability.

The success of our ZDSE’s business depends largely on the number of clients. Therefore, ~~our~~ZDSE’s ability to continue to attract new clients and to retain existing clients is critical to ~~our~~its continued success and growth. ~~Our~~ZDSE’s client enrollment is affected by several factors, including ~~our~~its ability to develop new program materials and improve existing modules, expand ~~our~~its geographic reach, manage ~~our~~its growth while maintaining consistent and high coaching and service quality, effectively market and precisely target ~~our~~its services to a broader base of prospective clients and respond effectively to competition. If ~~we are~~ZDSE is unable to continue to attract a sufficient number of new clients or to retain existing clients, ~~our~~its revenues may decline or weit may not be able to sustain profitability, either of which could have a material adverse effect on ~~our~~its business, financial condition and results of operations.

~~Our~~ZDSE’s business relies on ~~our~~its ability to recruit, train and retain dedicated and qualified coaches and management personnel.

~~Our~~ZDSE’s coaches are critical to the quality of ~~our~~its services and ~~our~~ reputation. We seek to recruit, train and retain qualified and dedicated coaches; however, there is a limited pool of executive coaches with the attributes we require. In addition, any foreign coaches we hire must hold valid working permits, which may not be obtained in a timely manner, or at all. Despite our various initiatives, investments to secure qualified personnel and competitive compensation, we still may not be able to recruit, train and retain sufficient qualified coaches to keep pace with our growth while maintaining consistent coaching quality in the different markets we serve. A shortage of qualified coaches or a deterioration in the quality of our coaches’ services, whether actual or perceived, or a significant increase in the average compensation paid by our competitors to their coaches would have a material adverse effect on our business, financial condition and results of operations.

The leadership and executive coaching market in China is rapidly evolving, highly fragmented and intensely competitive with relatively easy entry. Competition in this industry may persist and even intensify. As more competitors enter the market, weZDSE will have to compete based on brand image, program content and structure and service quality. New competitors may enter the market and one or more of our competitors may develop and implement training courses or methodologies that may adversely affect ~~our~~ZDSE’s ability to sell ~~our~~its services to new clients. Competitors continually introduce new programs and services that may compete directly with ~~our~~ZDSE’s services, or that may make ~~our~~its programs uncompetitive or obsolete. Larger competitors may have superior abilities to compete for clients and skilled professionals, reducing ~~our~~ZDSE’s ability to deliver quality work to ~~our~~its clients. Some of our competitors may have greater financial or other resources than we do. We cannot assure you that weZDSE will be able to compete successfully against existing or potential competitors, and if ~~we fail~~ZDSE fails to gain or maintain, or if ~~we lose~~it loses market share, our business, financial condition and results of operations may be materially and adversely affected.

WeZDSE may not be successful in introducing new products or enhancing ~~our~~its existing products.

WeZDSE currently ~~offer~~offers only one module sequence - “The Way of Management.” ~~We intend~~It intends to continue developing new products, as well as further enhancing ~~our~~its existing products. This process is subject to risks and uncertainties, such as unexpected technical, operational, logistical or other problems that could delay the process temporarily or permanently. Moreover, we cannot assure you that any of these new products or enhancements of existing products will fulfill ~~customer~~client needs, match the quality or popularity of those developed by our competitors, achieve widespread market acceptance or generate incremental revenues.

In addition, introducing new products or enhancing existing products requires us to make various investments in program and materials development and management, incur personnel expenses and potentially reallocate other resources. If ~~we are~~ZDSE is unable to develop new products or cannot do so in a cost-effective manner or ~~are~~is otherwise unable to manage effectively the quality of those products, our financial condition and results of operations could be adversely affected.

Our success depends on the continuing efforts of our senior management team and other key personnel and our business may be harmed if we lose their services.

Our success depends in part on the continued application of services, efforts and motivation of our senior management team and key personnel. If one or more of our senior management members or key personnel are unable to continue in their present positions, we may not be able to find replacements successfully, and our business may be disrupted.

We will need to continue to hire additional personnel as our business grows. A shortage in the supply of personnel with the requisite skills could negatively impact our ability to manage our existing products and services, launch new products and expand our operations. There is competition for experienced personnel in the executive coaching industry and key personnel could leave us to join our competitors. Losing the services of our experienced personnel may be disruptive to and cause uncertainty for our business, which may have a material adverse effect on our business, financial condition and results of operations.

We could incur additional liabilities or our reputation could be damaged if we do not protect client data or if our information systems are breached.

We are dependent on information technology networks and systems to process, transmit and store electronic information and to communicate between our locations around China and with our clients. Security breaches of this infrastructure could lead to shutdowns or disruptions of our systems and potential unauthorized disclosure of confidential information. We are also required at times to manage, utilize and store sensitive or confidential client or employee data. As a result, we are subject to laws and regulations designed to protect this information. If any person, including any of our employees, mismanages or misappropriates such data, we could be subject to monetary damages, fines and/or criminal prosecution. Unauthorized disclosure of sensitive or confidential client or employee data, whether through systems failure, employee negligence, fraud or misappropriation could damage our reputation and cause us to lose clients.

Legal requirements relating to the collection, storage, handling, and transfer of personal data continue to evolve. China’s Cybersecurity Law (“CSL”), which came into effect in June 2017, regulates how organizations should protect digital information and outlines measures to safeguard Internet systems, products and services against cyberattacks. The CSL was supplemented in May 2018 with the Personal Information Security Specification, which was amended and strengthened in February 2019. Although these amendments attempt to ease the compliance burden placed on businesses, the laws could impose significant limitations, require changes to our business or restrict our use or storage of personal information, which may increase our compliance expenses and make our business more costly or less efficient to conduct.

Our ~~business is~~Operating Subsidiaries’ businesses are sensitive to general economic conditions.

Our ~~business~~Operating Subsidiaries’ businesses may be negatively affected by a downturn in general economic conditions and rising labor and material costs in China. Furthermore, a serious and/or prolonged economic downturn combined with a negative or uncertain political climate could adversely affect ~~our~~their clients’ financial condition and the amount they are able to spend for ~~our~~such services. These conditions may reduce the demand for our Operating Subsidiaries’ services or depress the pricing of those services and have an adverse impact on our results of operations. Changes in global economic conditions may also shift demand to services for which we do not have competitive advantages, and this could negatively affect the amount of business that we are able to obtain. Such economic, political and client spending conditions are influenced by a wide range of factors that are beyond our control and that we have no comparative advantage in forecasting. If we are unable to successfully anticipate these changing conditions, we may be unable to effectively plan for and respond to those changes, and our business could be adversely affected.

~~Our~~ZDSE’s business success also depends in part upon continued growth in the use of coaching. In challenging economic environments, ~~our~~its clients may reduce or defer their spending on new services and ~~coaching~~ solutions in order to focus on other priorities. At the same time, many companies have already invested substantial resources in their current means of conducting their business and they may be reluctant or slow to adopt new approaches that could disrupt existing personnel and/or processes. If growth in the general use of coaching services in business or ~~our~~ZDSE’s clients’ spending on these items declines, or if weZDSE cannot convince ~~our~~its clients or potential clients to embrace new services and solutions, our results of operations could be adversely affected.

In addition, ~~our~~the executive coaching business tends to lag behind economic cycles and, consequently, the benefits of an economic recovery following a period of economic downturn may take longer for usZDSE to realize than other segments of the economy.

Cyber security risks and the failure to maintain the integrity of data belonging to our company, employees and customers could expose us to data loss, litigation and liability, and our reputation could be significantly harmed.

We collect and retain large volumes of data relating to our business and from our employees and clients for business purposes, including for transactional and promotional purposes, and our various information technology systems enter, process, summarize and report such data. The integrity and protection of this data is critical to our business. We are subject to significant security and privacy regulations, as well as requirements imposed by the credit card industry. Maintaining compliance with these evolving regulations and requirements could be difficult and may increase our expenses. In addition, a penetrated or compromised data system or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss or fraudulent or unlawful use of data relating to our company, our employees or our customers, which could harm our reputation, disrupt our operations or result in remedial and other costs, fines or lawsuits.

Our business ~~operations may be adversely affected by~~is subject to risks arising from epidemic diseases, such as the ~~outbreak of coronavirus COVID-19.~~recent COVID-19 outbreak.

~~An outbreak of respiratory illness caused by~~In December 2019, a novel strain of coronavirus (“COVID-19”) ~~first emerged~~was reported in Wuhan, city, Hubei province, China in late 2019 and continued to expand within the PRC and globally. The new strain of coronavirus is considered highly contagious and poses a serious public health threat. With the aim of containing the COVID-19 outbreak, the PRC government imposed extreme measures across the PRC including, but not limited to, the complete lockdown of Wuhan city since January 23, 2020, partial lockdown measures across various cities in the PRC, the extended shutdown of business operations and mandatory quarantine requirements on infected individuals and anyone deemed potentially infected.China. On ~~January 30,~~March 11, 2020, the World Health Organization ~~(“WHO”) declared~~categorized it as a pandemic. To reduce the ~~outbreak~~spread of COVID-19, ~~a Public Health Emergency~~the Chinese government has employed measures including city lockdowns, quarantines, travel restrictions, suspension of ~~International Concern~~business activities and ~~on March 11, 2020, WHO declared COVID-19 a global pandemic.~~school closures.

The COVID-19 outbreak, which has already resulted in over 4,600 fatalities in China, is likely to have an adverse impact on the livelihood of the people in and the economy of the PRC, particularly Wuhan city and Hubei province. Our business has been and may continue to be adversely impacted. Our ~~sole operating subsidiary is~~Operating Subsidiaries are located in China, as are all of ~~its~~their employees and customers. Due to the outbreak, ZDSE (our primary operating subsidiary) had to temporarily suspend offline teaching and conduct all of its coaching and student support activities online. As a result of the epidemic, ZDSE’s revenues in 2020 fell by 45% compared to 2019. In addition, lockdown measures and travel restrictions impeded ZDSE’s ability to work towards expanding its coaching network. The Company resumed operations on June 1, 2020; however, due to recurrences of coronavirus in China, ZDSE’s revenues in 2021 were still 25% below its revenue for the fiscal year ended December 31, 2019.

The long-term downturn brought by and the duration of the COVID-19 outbreak is difficult to assess or predict and the full impact of the virus on our operations will depend on many factors beyond our control. A prolonged slowdown in the Chinese economy and/or negative business sentiment could potentially have a significant negative impact on the executive coaching market. ~~Due to the outbreak, ZDSE’s revenues~~There can be no assurance that there will not be large-scale re-occurrences of COVID-19 in the first quarter of 2020 fell by 63%. However, the company is in a non-serious epidemic area, and in accordance with the relevant recommendations and requirements of the government and other organizations, the company has begun to gradually resume work. However, in order to do a good job in the prevention and controlfuture. A major resurgence of the epidemic asin China could be expected to significantly reduce the demand for our services. An additional negative result of a resurgence would be if the ~~date~~government reinstituted bans on large-scale events and gatherings because such bans could cause the cancellation of ~~this Annual Report, offline teaching has been suspended~~many large-scale events that could not be rescheduled, which would have a direct negative impact on HHMT’s revenue. The extent to which the COVID-19 outbreak will impact our business, results of operations and financial condition remains uncertain. Our business, results of operations, financial condition and prospects could be materially adversely affected to the ~~company’s coaching~~extent that COVID-19 persists in China or harms the Chinese and ~~student support activities are being conducted online.~~global economies in general. The ~~company~~Company will continue to pay close attention to the development of the ~~new~~ coronavirus epidemic situation, and evaluate and actively respond to other possible impacts on the ~~company’s~~Company’s financial situation and operating results.

We may also experience negative effects from future public health crises beyond our control. These events are impossible to forecast, their negative effects may be difficult to mitigate and they could adversely affect our business, financial condition and results of operations.

Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.

Substantially all of our assets and operations are located in the PRC. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in the PRC generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in the PRC is still owned by the government. In addition, ~~lockdown~~the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over the PRC’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

While the Chinese economy has experienced significant growth over past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in the PRC, in the policies of the Chinese government or in the laws and regulations in the PRC could have a material adverse effect on the overall economic growth of the PRC. Such developments could adversely affect our business and operating results, lead to a reduction in demand for our services and adversely affect our competitive position. The Chinese government has implemented various measures to encourage economic growth and ~~travel restrictions~~guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have ~~impeded ZDSE’s~~a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in the PRC, which may adversely affect our business and operating results.

Because all of our operations are in China, our business is subject to the complex and rapidly evolving laws and regulations there. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares.

As a business operating in China, we are subject to the laws and regulations of the PRC, which can be complex and evolve rapidly. The PRC government has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which we are subject may change rapidly and with little notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may: (i) delay or impede our development; (ii) result in negative publicity or increase our operating costs; (iii) require significant management time and attention; and (iv) subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations.

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we conduct our Operating Subsidiary’s business and could require us to change certain aspects of its business to ensure compliance, which could decrease demand for its products, reduce revenues, increase costs, require our Operating Subsidiary to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the value of our ordinary shares.

If the Chinese government were to impose new requirements for approval from the PRC authorities to issue our Ordinary shares to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to ~~work towards expanding its coaching network.~~ offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

As of the date of this Annual Report, we: (i) are not required to obtain permissions from any PRC authorities to operate or issue our Ordinary Shares to foreign investors, (ii) are not subject to permission requirements from the ~~spread~~China Securities Regulatory Commission (the “CSRC”), the Cyberspace Administration of China (the “CAC”) or any other entity that is required to approve our PRC subsidiary’s operations; and (iii) have not received or were denied such permissions by any PRC authorities. Nevertheless, the General Office of the ~~virus~~Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies.

Given the current PRC regulatory environment, it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. We have been closely monitoring regulatory developments in China ~~appears to have abated and some restrictions have been lifted; however, there can be no assurance that~~regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings, including this ~~improvement will continue or that another wave~~offering. As of the ~~outbreak~~date of this Annual Report, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities.

According to the Administration Provision and the Measures (Draft for Comments), only new initial public offerings and refinancing by existent overseas listed Chinese companies will be required to go through the filing process with PRC administrations; other existent overseas listed companies will be allowed sufficient transition period to complete their filing procedure, which means if we complete the offering prior to the effectiveness of Administration Provisions and Measures, we will certainly go through the filing process in the future, perhaps because of refinancing or given by sufficient transition period to complete filing procedure as an existent overseas listed Chinese company. However, it is uncertain when the Administration Provision and the Measures will take effect or if they will take effect as currently drafted.

If it is determined in the future that the approval of the CSRC, the CAC or any other regulatory authority is required for this offering, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operations in China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. The CSRC, the CAC, or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of our ordinary shares. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on our ability to continue to offer securities to investors, the trading price of our securities and the value of our securities to significantly decline or be worthless.

Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, based on new laws such as the Measures for Cybersecurity Review, 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.

~~Given~~Recent statements by the ~~uncertainty~~Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China-based issuers. The PRC, through the Cyberspace Administration of China (the “CAC”), has recently proposed new rules and enacted new laws that would require companies collecting or holding large amounts of data to undergo a cybersecurity review prior to listing in foreign countries, a move that would significantly tighten oversight over China-based Internet giants. Pursuant to Article 6 of the ~~outbreak,~~Measures for Cybersecurity Review (Draft for Comments), companies holding data on more than 1 million users must now apply for cybersecurity approval when seeking listings in other nations due to the ~~spread~~risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.” On January 4, 2022 and effective February 15, 2022, the CAC issued the Revised Measures on Cyberspace Security (the “Revised Measures”), which requires that operators of critical information infrastructure (“CII”) intending to procure network products and services that may affect national security undergo cybersecurity review. This has impacted and could potentially impact a broad range of data-rich tech companies. The Revised Measures expand the scope of reviewed business entities to now include network platform (“NP”) operators intending to engage in certain activities, such as applying to list abroad. The Revised Measures establish a Cybersecurity Review Office (the “CRO”), an administrative body within the CAC, to formulate the regulations for cybersecurity review and to lead the cybersecurity review process. Applicable CII operators and NP operators are required to submit an application to the CRO, and the CRO will assess whether a cybersecurity review is required.

If an entity is a CII operator or a NP operator, it is required to apply for cybersecurity review if any of the ~~coronavirus could be prolonged~~following three conditions is met: (i) the CII operator proposes to procure network products and ~~worsened~~services that affect or may affect national security; (ii) the NP operator proposed to carry out data processing activities that affect or may affect national security; (iii) or the NP operator controls personal information of more than 1,000,000 users and ~~we may be forced~~proposes to ~~scale back~~apply for overseas listing. The term “overseas listings” is often interpreted as listings outside of China, such as in the U.S. And, “network products and services” include core network equipment, high capability computers and servers, high capacity data storage, large databases and applications, network security equipment, cloud computing services; “data processing” means the collection, storage, use, processing, transmission, provision and disclosure of data.

The Company is in the business of professional management coaching through ZDSE and business planning and event planning and production through HHMT, which do not involve the collection of user data, implicate cybersecurity or ~~even suspend~~involve any other type of restricted industry. Based on our ~~operations. The extent~~understanding of currently applicable PRC laws and regulations, our Operating Subsidiaries are not subject to ~~which~~cybersecurity review under the ~~COVID-19 outbreak impacts our financial results will depend on its future developments and is uncertain. If~~Revised Measures nor are the outbreak of COVID-19 is not effectively controlled in a short period of time, our business operations and financial condition may be materially and adversely affected as a result of any economic slowdown, negative business sentiment or other factors that we cannot foresee.

~~Risks Related~~Shares subject to the ~~People’s Republic~~review or prior approval of ~~China~~the CAC or the CRSC. Uncertainties still exist, however, due to the possibility that laws, regulations or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CRSC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to overseas investors and could cause such securities to significantly decline in value or to be worthless.

The Chinese government may exert substantial influence over the manner in which weour Operating Subsidiaries conduct ~~our~~their business operations in China.

The Chinese government has exercised, and continues to exercise, substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our Operating Subsidiaries’ ability to conduct ~~our coaching and consulting~~their operations in China may be harmed by changes in its laws and regulations, including those relating to regulation of the coaching, ~~industry,~~business planning and event planning and production industries, taxation ~~import and export tariffs, environmental regulations, land use rights, property ownership~~ and other matters. We believe that our Operating Subsidiaries’ operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which weour Operating Subsidiaries’ operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on ~~our~~their part to ensure ~~our~~ compliance with such regulations or interpretations. Accordingly, government actions in the future could have a significant effect on us and our business.

China’s economic policies could affect our ~~business.~~Operating Subsidiaries’ businesses.

Substantially all of our assets are located in China and substantially all of our revenue is derived from our Operating Subsidiaries’ operations in China. Accordingly, our results of operations and prospects are subject, to a significant extent, to economic, political and legal developments in China.

While China’s economy has experienced significant growth over the past decades, growth has been irregular, both geographically and among various sectors of the economy, and the rate of growth has been slowing since 2012. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our Operating Subsidiaries’ business and operating results, lead to reduction in demand for ~~our~~their services and adversely affect ~~our~~their competitive ~~position.~~positions. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall economy of China but may also have a negative effect on us. For example, our operating results and financial condition may be adversely affected by government control over capital investments or changes in tax regulations.

The economy of China has been transitioning from a planned economy to a more market-oriented economy. In recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform and the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises; however, a substantial portion of productive assets in China are still owned by the Chinese government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. It also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

Any lack of requisite approvals, licenses or permits applicable to our Operating Subsidiaries’ businesses may have a material and adverse impact on our business, financial condition and results of operation.

In accordance with the relevant laws and regulations in the PRC, our Operating Subsidiaries are required to maintain various approvals, licenses and permits to operate their businesses, including but not limited to, business licenses. These approvals, licenses and permits are obtained upon satisfactory compliance with, among other things, the applicable laws and regulations.

The large number of regulatory measures imposed by various governmental entities in the PRC as follows: (i) Regulations Relating to Consumer Protection; (ii) Regulations Relating to Product Quality; (iii) Regulations Relating to Competition; (iv) Administrative Measures for the Administration of Sales Promotional Activities of Retailers; (v) Regulations Related to Online Trading: Administrative Measure for Online Trading; (vi) Regulations Relating to Intellectual Property: Copyright, Trademark, Patent and Domain Name; (vii) Regulations on Offshore Parent Holding Companies’ Direct Investment in and Loans to their PRC Subsidiaries; (viii) Regulations Relating to Foreign Exchange; (ix) Regulations Relating to Dividend Distributions; (x) Regulations Relating to Overseas Listings; (xi) Regulations Relating to Employment; (xii) Regulations Relating to Customer Rights Protection; (xiv) Regulations Relating to Tax: Income Tax, Value-Added Tax.

As of the date of this Annual Report, our Operating Subsidiaries have received all necessary governmental approvals for operations in the PRC and have not been denied any such approvals. For further discussion, including the possible consequences for non-compliance, see “Regulations in China Applicable to our Business.”

With regards to our corporate structure, any funds we may transfer to our Operating Subsidiaries, either as a loan or as an increase in registered capital, are subject to approval by or registration with relevant government authorities in China regardless of the amount of the transfer. According to the relevant PRC regulations, capital contributions to our Operating Subsidiaries are subject to the submission of reports of changes through the enterprise registration system and registration with a local bank authorized by SAFE. In addition, any foreign loan procured by our Operating Subsidiaries is required to be registered with SAFE and such loan is required to be registered with the NPRC. We may not be able to complete such registrations or obtain necessary approvals on a timely basis with respect to future capital contributions or foreign loans by us to our Operating Subsidiaries. If we fail to complete such registration or other procedures, our ability to maintain our corporate structure while capitalizing our Operating Subsidiaries’ operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

The PRC government’s control over the conversion of foreign exchange and fluctuations in the value of RMB may result in foreign currency exchange losses and limit our ability to pay dividends.

Since our Operating Subsidiaries conduct business in the PRC, we receive part of their revenue and pay part of our expenses in the RMB. The value of RMB against the U.S. dollar and other currencies fluctuates from time to time and is subject to changes in the domestic and international political and economic developments, including the global and monetary effects of the war in Ukraine, as well as the fiscal and foreign exchange policies prescribed by the PRC government. We cannot assure you that the value of the RMB will remain at the current level against the U.S. dollar or any other foreign currency. If the RMB appreciates or depreciates against the U.S. dollar or any other foreign currency, it will have mixed effects on our Operating Subsidiaries’ business and there is no assurance that the overall effect will be positive.

The RMB is not currently a freely convertible currency. Conversion and remittance of foreign currencies are subject to PRC foreign exchange regulations. Pursuant to the existing foreign exchange regulations in the PRC, we are allowed to carry out foreign exchange transactions for current account items (including dividend payment) without submitting the relevant documentary evidence of such transactions to SAFE for approval in advance as long as they are processed by banks designated for foreign exchange trading. However, we may need to obtain the SAFE’s prior approval for foreign exchange transactions for capital account items. If we fail to obtain the SAFE’s approval to convert RMB into foreign currencies for foreign exchange transactions, our Operating Subsidiaries’ business operations, financial condition, results of operations and prospects, as well as our ability to pay dividends, could be materially and adversely affected.

Dividends payable by the Company to our foreign investors and gain on the sale of our Shares may be subject to PRC income taxes.

Pursuant to the EIT Law and the EIT Rules, subject to any applicable tax treaty or arrangement between the PRC and the jurisdiction of residence of our investors that provides a different income tax arrangement, the payment of dividends by a PRC resident enterprise to investors that are non-PRC resident enterprises (including enterprises that do not have an establishment or place of business in the PRC and enterprises that have an establishment or place of business but their income is not effectively connected with the establishment or place of business) or any gain realized on the transfer of shares by such investors is generally subject to PRC income tax at a rate of 10% to the extent such dividend has its source in the PRC or such gain is regarded as income derived from sources within the PRC. Under Individual Income Tax Law of the PRC and its implementation rules, dividends sourced within the PRC paid to foreign individual investors who are not PRC residents and gains from PRC sources realized on the transfer of our Shares by such investors would be subject to PRC income tax at a rate of 20%, subject to any reduction or exemption set out in applicable tax treaties and PRC laws.

It is uncertain whether we will be considered a PRC ‘‘resident enterprise.’’ If we are considered a PRC ‘‘resident enterprise,’’ dividends payable by us with respect to our Shares, or any gain realized from the transfer of our Shares may be treated as income derived from sources within the PRC and may be subject to PRC income tax, subject to the interpretation, application and enforcement of the EIT law and the EIT rules by the relevant tax authorities. If we are required under the EIT Law or other related regulations to withhold PRC income tax on our dividends payable to foreign holders of our Shares which are ‘‘non-resident enterprises,’’ or if our Shareholders are required to pay PRC income tax on the transfer of our Shares under PRC tax laws, the value of an investment in our Shares may be materially and adversely affected.

Fluctuation of the RMB may affect our financial condition by affecting the volume of cross-border money flow.

The value of the RMB fluctuates and is subject to changes in the PRC’s political and economic conditions. Since July 2005, the conversion of RMB into foreign currencies, including USD, has been based on rates set by the People’s Bank of China which are set based upon the interbank foreign exchange market rates and current exchange rates of a basket of currencies on the world financial markets.

Foreign companies conducting operations in the PRC face significant political, economic and legal risks. The communist regime in the PRC ~~including a stifling bureaucracy,~~ may hinder Western investment.

We may have difficulty establishing adequate management, legal and financial controls in the PRC.

The PRC historically has been deficient in Western style management and financial reporting concepts and practices, as well as in modern banking, computer and other control systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the PRC. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards.

Because our assets and operations are located in China, you may have difficulty enforcing any civil liabilities against us under the securities and other laws of the United States or any state.

We are a holding company, and all of our assets are located in the PRC. In addition, our directors and officers are non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon these non-residents, or to enforce against them judgments obtained in United States courts, including judgments based upon the civil liability provisions of the securities laws of the United States or any state.

Enforcement of a foreign judgment in the PRC also may be limited or otherwise affected by applicable bankruptcy, insolvency, liquidation, arrangement, moratorium or similar laws relating to or affecting creditors’ rights generally and will be subject to a statutory limitation of time within which proceedings may be brought.

It may be difficult for overseas regulators to conduct investigation or collect evidence within China.

Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of a mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by our shareholders in protecting their interests.

The PRC legal system embodies uncertainties, which could limit law enforcement availability.

The PRC legal system is a civil law system based on written statutes. Unlike common law systems, decided legal cases have little precedence. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past 3several decades has significantly enhanced the protections afforded to various forms of foreign investment in China. Our PRC ~~operating subsidiary and affiliate is~~subsidiaries are subject to PRC laws and regulations. However, these laws and regulations change frequently, and the interpretation and enforcement involve uncertainties. For instance, we may have to resort to administrative and court proceedings to enforce the legal protection that we are entitled to by law or contract. However, since PRC administrative and court authorities have significant discretion in interpreting statutory and contractual terms, it may be difficult to evaluate the outcome of administrative court proceedings and the level of law enforcement that we would receive in more developed legal systems. Such uncertainties, including the inability to enforce our contracts, could affect our business and operation. In addition, confidentiality protections in China may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the PRC legal system, particularly with regard to our business, including the promulgation of new laws. This may include changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the availability of law enforcement, including our ability to enforce our agreements.

Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.

Companies operating in China are required to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of employees up to a maximum amount specified by the local government from time to time at locations where they operate their businesses. The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different levels of economic development in different locations. Our failure in making contributions to various employee benefit plans and in complying with applicable PRC labor-related laws may subject us to late payment penalties. We may be required to make up the contributions for these plans as well as to pay late fees and fines. If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected.

We may rely on dividends and other distributions on equity paid by our PRC ~~subsidiary~~subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC ~~subsidiary~~subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.

We are a Cayman Islands holding company and we rely principally on dividends and other distributions on equity from our PRC ~~subsidiary~~subsidiaries for our cash requirements, including for services of any debt we may incur. Our PRC ~~subsidiary’s~~subsidiaries’ ability to distribute dividends is based upon ~~its~~their distributable earnings. Current PRC regulations permit our PRC ~~subsidiary~~subsidiaries to pay dividends to ~~its~~their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC ~~subsidiary is~~subsidiaries are required to set aside at least 10% of ~~its~~their after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of ~~its~~their registered capital. Our PRC ~~subsidiary~~subsidiaries, as a foreign invested ~~enterprise,~~enterprises, or ~~FIE, is~~FIEs, are also required to further set aside a portion of ~~its~~their after-tax profit to fund an employee welfare fund, although the amount to be set aside, if any, is determined at ~~its~~their discretion. These reserves are not distributable as cash dividends. If our PRC ~~subsidiary incurs~~subsidiaries incur debt on ~~its~~their own behalf in the future, the instruments governing the debt may restrict ~~its~~their ability to pay dividends or make other payments to us. Any limitation on the ability of our PRC ~~subsidiary~~subsidiaries to distribute dividends or other payments to ~~its~~their shareholders could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends or otherwise fund and conduct our business.

We base our tax position upon the anticipated nature and conduct of our business and upon our understanding of the tax laws of the various administrative regions and countries in which we have assets or conduct activities. However, our tax position is subject to review and possible challenge by taxing authorities and to possible changes in law, which may have retroactive effect. We cannot determine in advance the extent to which some jurisdictions may require us to pay taxes or make payments in lieu of taxes.

Chinese regulations relating to overseas investment by Chinese residents may restrict our overseas and cross-border investment activities and adversely affect the implementation of our strategy as well as our business and prospects.

On July 4, 2014, the State Administration of Foreign Exchange of China, or SAFE, issued the Circular on the Administration of Foreign Exchange Issues Related to Overseas Investment, Financing and Roundtrip Investment by Domestic Residents through Offshore Special Purpose Vehicles, or the SAFE Circular 37, which replaced the former circular commonly known as “SAFE Circular 75” promulgated on October 21, 2005. The SAFE Circular 37 requires Chinese residents to register with the competent local SAFE branch in connection with their direct establishment or indirect control of an offshore special purpose vehicle, for the purpose of overseas investment and financing, with such Chinese residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests. The SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as any change of basic information (including change of the Chinese residents, name and operation term), increase or decrease of capital contribution by Chinese individuals, share transfer or exchange, merger, division or other material event. In the event that a Chinese shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the Chinese subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its Chinese subsidiary. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under Chinese law for evasion of foreign exchange controls.

The failure of our Chinese beneficial owners to comply with the registration procedures set forth in the SAFE Circular 37 may subject such beneficial owners and our Chinese subsidiaries to fines and legal sanctions. Such failure may also result in restrictions on our Chinese subsidiaries’ ability to distribute profits to us or our ability to inject capital into our Chinese subsidiaries or otherwise materially adversely affect our business, financial condition and results of operations.

There currently is no trading market for our ~~shares. Our~~Shares. Other than the Resale Shares, which will be tradeable after our registration statement is declared effective, our outstanding shares cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations in the United States. These restrictions will limit the ability of our shareholders to liquidate their investment.

We have ~~filed a registration statement under the Securities Act to register shares~~registered 31,901,900 of our outstanding Resale Shares for resale in the United ~~States. Assuming that~~States and are in the ~~SEC declares our registration statement effective, we will seek to identify a market maker to apply~~process of applying for our ~~shares~~Shares to be admitted to quotation on the ~~OTC Markets.~~OTCQB. We cannot assure you that weour Shares will be ~~able~~admitted to ~~file and have declared effective~~quotation on the ~~registration statement for resale of our shares, that we will identify a market maker that will file such application~~OTCQB, or that, if the ~~shares~~Shares are admitted to quotation on the OTCQB, a regular public market will ever develop. There is no guarantee that our ~~shares~~Shares will ever be quoted on the ~~OTC Markets~~OTCQB or any exchange. Furthermore, even if your Shares are registered under the Securities Act, you will likely not be able to sell your securities if a regular trading market for our securities does not develop and we cannot predict the extent, if any, to which investor interest will lead to the development of a ~~viable~~regular trading market in our ~~shares. We expect the initial market for our shares to be limited, if a market develops at all. Even if a limited trading market does develop, there~~Shares. There is a risk that the absence of potential buyers will prevent any potential sellers from selling their ~~shares.~~Shares.

The offering price of our Ordinary Shares was determined based on management’s assessment of the market for similar companies in the United States OTC Market and should not be used as an indicator of the future market price of the securities.

Since our Shares were not listed or quoted on any exchange or quotation system, the offering price of $0.08 per share for the Ordinary Shares was determined based on management’s assessment of the market for similar companies in the United States OTC Market. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of the Company or any other recognized criterion of value. The offering price should not be regarded as an indicator of the future market price of the securities.

Enforcement actions by FINRA will make it difficult for investors to dispose of their Ordinary Shares as long as they remain an OTC security.

~~Even if our registration statement is declared effective by the SEC, in~~In order to be able to publicly trade a security, such security is required to have a trading symbol. Trading symbols for OTC securities are assigned by FINRA following a submission by a market maker of a Form 211. In the past, the review of such submissions by FINRA was a routine matter that would typically be completed within weeks. Recently, FINRA reviews have often taken well in excess of six months, with many securities being subject to indefinite delays. As a result of the enhanced regulatory scrutiny and long review process, many market makers are now declining to submit Forms 211.

In addition, and in response to increased scrutiny and recent regulatory actions by FINRA, many brokers have started to refuse deposits of OTC securities, whether restricted or free trading and regardless of the price at which these securities are traded, even after they obtained a trading symbol. As a result, investors may find it increasingly difficult to dispose of their Ordinary Shares.

We may not be able to achieve secondary trading of our ~~shares~~Shares in certain states because our Ordinary Shares are not nationally traded, which could subject our shareholders to significant restrictions and costs.

Our Ordinary Shares are not eligible for trading on The NASDAQ Capital Market or on a national securities exchange. Therefore, our Ordinary Shares are subject to the securities laws of the various states and jurisdictions of the United States in addition to federal securities law. While we may register our Ordinary Shares or qualify for exemptions for our Ordinary Shares in one or more states, if we fail to do so the investors in those states where we have not taken such steps may not be allowed to purchase our ~~shares~~Shares or those who presently hold our ~~shares~~Shares may not be able to resell their ~~shares~~Shares without substantial effort and expense. These restrictions and potential costs could be significant burdens on our shareholders.

It is likely that there will be significant volatility in the trading price of our ~~shares.~~Shares.

In the event that a public market for our ~~ordinary shares~~Ordinary Shares is created or maintained in the future, market prices for the ~~shares~~Shares will be influenced by many factors and will be subject to significant fluctuations in response to variations in our operating results ~~of ZDSE~~ and other factors. Our stock price will also be affected by the trading price of the stock of our competitors, investor perceptions of ~~ZDSE,~~our operating subsidiaries, interest rates, general economic conditions and those specific to our industry, developments with regard to ~~ZDSE’s~~our operating subsidiaries’ operations and activities, our future financial condition and changes in our management.

The Company’s ~~ordinary shares~~Ordinary Shares are not quoted and traded on ~~the OTC Markets,~~any market or on any exchange, and the price at which the ~~shares~~Shares will trade in the future cannot currently be estimated. There can be no assurance that trading will be commenced or sustained, although management intends to take such actions as are necessary to initiate trading on the ~~OTC Markets.~~OTCQB. The trading price of the ~~shares~~Shares will most likely be below $5.00. If our ~~shares~~Shares trade below $5.00 per share, trading in the ~~shares~~Shares may be subject to the requirements of certain rules promulgated under the Exchange Act, which require additional disclosure by broker-dealers in connection with any trades involving a stock defined as a penny stock (generally, any non-Nasdaq equity security that has a market price of less than $5.00 per share, subject to certain exceptions) and a two business day “cooling off period” before broker-dealers can effect transactions in penny stocks. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. These, and the other burdens imposed upon broker-dealers by the penny stock requirements, could discourage broker-dealers from effecting transactions in our ~~shares~~Shares which could severely limit the market liquidity of our ~~shares~~Shares and the ability of holders of our ~~shares~~Shares to sell them.

We have not paid any cash dividends on any of our securities since inception and we do not anticipate paying any cash dividends on any of our securities in the foreseeable future.

Future sales of our securities, or the perception in the markets that these sales may occur, could depress our stock price.

We currently have issued and outstanding approximately 302,734,900 ~~ordinary shares. None~~Ordinary Shares, 31,901,900 of ~~these shares will be eligible~~which have been registered for ~~public sale and they~~resale in the U.S. The remaining 270,833,000 Shares also may ~~only~~ be sold in the future if registered under the Securities Act or if the shareholder qualifies for an exemption from registration under Rule 144, or Rule 701 or other applicable exemption under the Securities ~~Act, or other applicable exemption.~~Act. The market price of our capital stock could drop significantly if the holders of these restricted ~~shares~~Shares sell them or are perceived by the market as intending to sell them. These factors also could make it more difficult for us to raise capital or make acquisitions through the issuance of additional ~~ordinary shares~~Ordinary Shares or other equity securities.

The ability of the Board of Directors of the Company to issue preferred shares and any anti-takeover provisions we adopt may depress the value of our ~~ordinary shares.~~Ordinary Shares.

Our Articles of Association authorize our Board of Directors to provide, out of unissued ~~shares,~~Shares, for preferred shares in one or more classes or series within a class upon authority of the Board without further shareholder approval. Any preferred shares issued in the future may rank senior to the ~~ordinary shares~~Ordinary Shares with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up of the Company, or both, and any such preferred shares may have class or series voting rights. In addition, the Board of Directors may, in the future, adopt anti-takeover measures (albeit the Board of Directors may not introduce any anti-takeover measures in our Articles of Association within a Special Resolution of Shareholders). The authority of the Board of Directors to issue preferred shares and any future anti-takeover measures it may adopt may, in certain circumstances, delay, deter or prevent takeover attempts and other changes in control of the Company not approved by its Board of Directors. As a result, the Company’s shareholders may lose opportunities to dispose of their ~~shares~~Shares at favorable prices generally available in takeover attempts or that may be available under a merger proposal and the market price of the ~~ordinary shares~~Ordinary Shares and the voting and other rights of the Company’s shareholders may also be affected.

We are controlled by Feier Co. Limited, whose interest may differ from those of the other shareholders.

As of the date of this Annual Report, Feier Co. Limited is the record and beneficial owner of approximately 50.54% of our Ordinary Shares. Feier Co. Limited is in a position to elect the Board of Directors and to control the business and affairs of the Company including significant corporate actions such as mergers and acquisitions, the sale or purchase of assets and the issuance and sale of our securities. The Company also may be prevented from entering into transactions that could be beneficial to the Company’s other shareholders. The interest of our largest shareholder may differ from the interests of our other shareholders.

Our principal shareholder may engage in a transaction to cause the Company to repurchase its Ordinary Shares.

In order to provide an interest in the Company to a third party, our principal shareholder may choose to cause the Company to sell its securities to third parties, with the proceeds of such sale being utilized by the Company to repurchase its Ordinary Shares. As a result of such transaction, our management, principal shareholders and Board of Directors may change.

This Annual Report contains forward-looking statements and information relating to us, our industry and other businesses.

The forward-looking statements contained in this Annual Report are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this Annual Report, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.

Our shareholders may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. federal courts may be limited because we are incorporated under Cayman Islands law, we conduct substantially all of our operations in China and all of our directors and officers reside outside the United States.

We are incorporated in the Cayman Islands and conduct substantially all of our operations in China. All of our directors and officers reside outside the United States and their assets are located outside of the United States. As a result, it may be difficult or impossible for a shareholder to bring an action against us or against these individuals in the Cayman Islands or in China in the event that a shareholder believes that his rights have been infringed under the securities laws or otherwise. Even if a shareholder is successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render the shareholder unable to enforce a judgment against our assets or the assets of our directors and officers. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and by the Companies Law (Revised) and common law of the Cayman Islands. The rights of shareholders to take legal action against us and our directors, actions by minority shareholders and the fiduciary responsibilities of our directors are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which provides persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in U.S. federal courts.

As a result, our shareholders may have more difficulty in protecting their interests through actions against us, our management, our directors or our major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Our shareholders do not have the same protections or information generally available to shareholders of U.S. corporations because the reporting requirements for foreign private issuers are more limited than those applicable to public corporations organized in the United States.

We are a foreign private issuer within the meaning of rules promulgated under the Exchange Act. We are not subject to certain provisions of the Exchange Act applicable to United States public companies, including: the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act and the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction (i.e., a purchase and sale, or sale and purchase, of the issuer’s equity securities within six months or less). Because we are not subject to these rules, our shareholders are not afforded the same protections or information generally available to investors in public companies organized in the United States.

~~We are controlled by Feier Co. Limited, whose interest may differ from those of the other shareholders.~~

As of the date of this filing, Feier Co. Limited is the record and beneficial owner of approximately 50.54% of our Ordinary Shares. Feier Co. Limited is in a position to elect the Board of Directors and to control the business and affairs of the Company including significant corporate actions such as mergers and acquisitions, the sale or purchase of assets and the issuance and sale of our securities. The Company also may be prevented from entering into transactions that could be beneficial to the Company’s other shareholders. The interest of our largest shareholder may differ from the interests of our other shareholders.

~~Our principal shareholder may engage in a transaction to cause the Company to repurchase its Ordinary Shares.~~

~~This Annual Report contains forward-looking statements and information relating to us, our industry and other businesses.~~

Judgments against the Company and management may be difficult to obtain or enforce.

We are organized as an exempted company under the laws of the Cayman Islands and our principal executive offices are located in the PRC. Outside the United States, it may be difficult for investors to enforce judgments obtained against us in actions brought in the United States, including actions predicated upon the civil liability provisions of United States federal securities laws. In addition, our sole officer and director resides outside the United States, and his assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon him or to enforce against the Company or him judgments predicated upon the liability provisions of United States federal securities laws.

There is uncertainty as to whether the courts of the Cayman Islands and the PRC, respectively, would:

It is uncertain whether the courts of the Cayman Islands will allow shareholders of our ~~company~~Company to originate actions in the Cayman Islands based upon securities laws of the United States. In addition, there is uncertainty with regard to Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our company. As the courts of the Cayman Islands have yet to rule on making such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any reexamination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final, (d) is not in respect of taxes, a fine or a penalty, and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

The recognition and enforcement of foreign judgments are provided for under PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedure Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands.

Because we are incorporated in the Cayman Islands, you may not have the same protections as shareholders of U.S. corporations.

We are organized under the laws of the Cayman Islands. Principles of law relating to matters affecting the validity of corporate procedures, the fiduciary duties of our management, directors and controlling shareholder and the rights of our shareholders differ from, and may not be as protective of shareholders as, those that would apply if we were incorporated in a jurisdiction within the United States. Our directors have the power to take certain actions without shareholder approval, including approving certain fundamental corporate transactions, such as reorganizations and the sale or transfer of assets. In addition, there is doubt that the courts of the Cayman Islands would enforce liabilities predicated upon United States federal securities laws.

The Company was originally incorporated in Nevada under the name “Duonas Corp.” on September 19, 2014. It maintains its principal executive offices at 13th Floor, Building B1, Wisdom Plaza, Qiaoxiang Road, Nanshan District, Shenzhen, Guangdong Province, China 518000. The Company was formed to produce and sell stylish decorative items made from concrete, such as a variety of sculptures, candleholders, lamps, tabletops, bookcases, vases of various shapes and forms and decorations for the garden.

The Company filed a registration statement on Form S-1 with the SEC on August 25, 2016, which was declared effective on October 12, 2016.In November 2017, subsequent to a change of control, the Company’s name was changed to Huahui Education Group Corporation, its ticker symbol was changed to “HHEG” and management of the Company abandoned its business plan and determined to seek a possible business combination. The business purpose of the Company changed to seeking the acquisition of, or merger with, an existing company.

As a result, the Company became a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act) with nominal assets and no business operations, and it sought to identify, evaluate and investigate various companies with the intent that, if such investigation warranted, a reverse merger transaction could be negotiated and completed pursuant to which the Company would acquire a target company with an operating business with the intent of continuing the acquired company’s business as a publicly held entity.

~~On January 17,~~Effective February 26, 2019, ~~our Board of Directors unanimously adopted resolutions approving the redomicile of~~ the Company changed its domicile from Nevada to the Cayman ~~Islands. The Company changed its domicile, effective February 22, 2019,~~Islands by merging into its ~~wholly-owned~~wholly owned Cayman Islands subsidiary, Huahui Education Group Limited (the “Redomicile Merger”). As a result of the Redomicile Merger, the Company’s name was changed to Huahui Education Group Limited.

On July 3, 2019 (the “Closing Date”), the Company closed on a share exchange (the “Share Exchange”) with HGSL, a Seychelles company limited by shares, and the HGSL Shareholders, Mr. Junze Zhang, Feier Co., Limited and Meisi Co., Limited. As a result, HGSL is now a wholly owned subsidiary of the Company. Under the Share Exchange Agreement, the HGSL Shareholders exchanged all of the shares that they held in HGSL for 300,000,000 Ordinary Shares of the Company.

For accounting purposes, the Share Exchange was treated as a reverse acquisition with the HGSL Shareholders as the acquirers and the Company as the acquired party. When we refer in this Annual Report to business and financial information for periods prior to the consummation of the Share Exchange, we are referring to the business and financial information of HGSL unless the context suggests otherwise.

As a result of the closing of the Share Exchange, the HGSL Shareholders own approximately 99.1% of the total outstanding Ordinary Shares of the Company and the former shareholders of the Company own approximately 0.9%. Mr. Zihua Wu, the former sole officer and a former director of the Company, resigned from all positions with the Company immediately after the closing of the Share Exchange and Mr. Junze Zhang was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer and Secretary, as well as a director. Mr. Zhongpeng Chen remained a director of the Company.

The ~~shares~~Shares issued to the HGSL Shareholders in connection with the Share Exchange were not registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and/or Regulation S promulgated by theU.S. ~~SEC~~.SEC. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement.

As a result of the reverse acquisition described above, management of the Company believes that the Company is no longer a shell company. The Company’s operations now consist of the operations of HGSL and its subsidiaries.

The Company filed a registration statement on Form F-1 with the SEC on November 26, 2019, which was declared effective on October 14, 2020. The registration statement registered 31,901,900 of the Company’s outstanding Shares for resale in the United States. The remaining 270,833,000 outstanding Shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement.

Throughout the remainder of this Annual Report, when we use phrases such as “we,” “our,” “company” and “us,” we are referring to the Company and all of its subsidiaries, as a combined entity.

Huahui Group Stock Limited (“HGSL”) was incorporated under the laws of the Republic of Seychelles on May 17, 2017. It became a ~~wholly-owned~~wholly owned subsidiary of the Company in July 2019 as a result of the Share Exchange described above. HGSL has a ~~wholly-owned subsidiary formed under the laws of the Republic of Seychelles, Huahui Group Co., Limited, which currently has no operations. It has a second wholly-owned~~wholly owned subsidiary, formed under the laws of Hong Kong, Huahui Group (HK) Co., Limited (“HGHK”), which, in turn, has a wholly owned subsidiary corporation formed under the laws of the Peoples Republic of China (the “PRC” or “China”), Huahui (Shenzhen) Education Management Co., Limited (“HEMC”). HEMC owns 100% of Shenzhen Huahui Shangxing Education Consulting Co., Limited (“HSEC”). HSEC owns 100% of Zhongdehui (Shenzhen) Education Development Co., Limited (“ZDSE”), which is currently the Company’s ~~sole~~primary operating subsidiary. HSEC also owns 100% of Shenzhen Huahui Media Technology Co., Limited (“HHMT”), which commenced operations in August 2020 and Huahui Jinming (Shenzhen) Education Technology Co., Limited (“JMET”), which has not commenced operations, as well as 80% of Shandong Yuli Big Data Technology Co., Limited (“SDYL”), which also has not commenced operations.

HGSL has a second wholly owned subsidiary formed under the laws of the Republic of Seychelles, Huahui Group Co., Limited (“HGCL”), which owns 100% of Huahui Technology (HK) Co., Limited, a Hong Kong corporation formed in March 2020 (“HTCL”). HTCL, which has not commenced operations, has a wholly-owned subsidiary, Huahui (Shenzhen) Education Technology Co., Limited (“HSET”), formed in July 2020 under the laws of the PRC.

HGSL intends to develop additional businesses through one or more subsidiaries in artificial intelligence technology system development, ~~pre-school education, K12 extracurricular tutoring,~~ art training and vocational skills training. There can be no assurance that any of these proposed businesses will ever be developed.

Huahui Group (HK) Co., Limited (“HGHK”) was incorporated in Hong Kong on January 4, 2017 as an investment holding limited liability company. The original shareholder, Junze Zhang, held 100% of the shares and transferred all of the shares to HGSL on April 20, 2018.

Huahui (Shenzhen) Education Management Co., Limited (“HEMC”), was established under the laws of the PRC on March 28, 2017 by HGHK with a registered capital of RMB 100,000. ~~HEMC’s operations~~HEMC is currently ~~consist~~in the business of providing ~~administrative services to the Company.~~consulting services.

Shenzhen Huahui Shangxing Education Consulting Co., Limited (“HSEC”) was incorporated in the PRC on January 5, 2018 as an education consulting limited liability company. The original shareholders, Qixuan Zhang (99%) and Weiqing Xu (1%), each transferred his shares to HEMC on May 4, 2018 for RMB 0.5. HSEC has not yet commenced ~~operations~~operations. HSEC has four wholly-owned subsidiaries - Shenzhen Huahui Media Technology Co., Limited, Huahui Jinming (Shenzhen) Education Technology Co., Limited, Zhongdehui (Shenzhen) Education Development Co., Limited and Shandong Yuli Big Data Technology Co., Limited.

Shenzhen Huahui Media Technology Co., Limited (“HHMT”) was incorporated in the PRC on August 25, 2020 as a wholly owned subsidiary of HSEC. HHMT’s business includes several areas related to business planning and to event planning and production. HHMT has one wholly-owned subsidiary, Shenzhen Jiarui Media Co., Limited (“SJMC”), which was formed on June 4, 2021 under the laws of the PRC. SJMC’s principal business is essentially the same as that of HHMT.

Huahui Jinming (Shenzhen) Education Technology Co., Limited (“JMET”) was incorporated in the PRC on July 8, 2020 as a wholly owned subsidiary of HSEC. It has not commenced operations.

Zhongdehui (Shenzhen) Education Development Co., Limited (“ZDSE”) was incorporated in the PRC on January 19, 2016 and commenced operations in April 2016. The original shareholders, Qing Zuo (50%), Mengling Zhang (20%), Henghui Investment Consulting (Shenzhen) Partnership (10%) and Hengqing Investment Consulting (Shenzhen) Partnership (20%), each transferred his/her/its shares to HSEC on June 27, 2018 for RMB 1,000, RMB 400, RMB 200 and RMB 400, respectively. ZDSE is in the business of professional leadership development.

ZDSE has the following wholly-owned subsidiaries: Zhongdehui (Shenyang) Education Consulting Co., Limited (“SYZDH”), established as of December 29, 2020, and Zhongdehui (Guangzhou) Education Consulting Co., Limited (“GZZDH”), established as of December 28, 2020. SYZDH has taken over the business of ZDSE’s Shenyang branch and GZZDH has taken over the business of ZDSE’s Guangzhou branch. On February 26, 2021, ZDSE’s Shenzhen Branch established a wholly-owned subsidiary, Shenzhen Zhengxinhui Education Technology Co., Limited, which was sold to an unrelated third party on June 28, 2021.

Shandong Yuli Big Data Technology Co., Limited (“SDYL”) was incorporated in the PRC on December 14, 2021, and is an 80% owned subsidiary of HSEC; 20% of SDYL’s shares are owned by the corporate representative Xinwen Yang. SDYL has not commenced operations.

Management of the Company is considering expanding the Company’s business through the acquisition or formation of additional subsidiaries.

ZDSE is a professional management coaching organization engaged in researching, developing and applying methods for helping individuals to improve their personal and professional leadership skills and effectiveness. ZDSE’s clients consist of executive managers from large scale, small and medium-sized enterprises, as well as professionals and employees in various fields.

~~ZDSE has established branches in Shenzhen, Guangzhou, Shandong and Liaoning.~~ By ~~January 1, 2020,~~June 30, 2021, ZDSE had coached ~~3,997~~4,742 entrepreneurs, as well as personnel from more than 4051 corporate training services and large listed companies. The types of companies served include real estate, high technology, medicine, health, schools, government agencies, auto industry, communications, logistics, robotics, property, construction, engineering, manufacturing, textile, rag trade, furniture and other fields.

ZDSE has held charity events contributing to schools in Guangdong, Jiangxi, Sichuan, Hebei, Shandong and other provinces in the PRC. It has also held charity events in Shenzhen and Shandong, for which the theme was “I am the root of everything.” Since its opening, ZDSE has directly or indirectly contributed a total of RMB 128,000 to an orphanage called the Home of Light and has donated RMB 47,000 to support events for the orphans.

ZDSE has accumulated a large amount of client data and has performed management coaching services for business leaders, administrative professionals, industry professionals and ordinary employees.

ZDSE believes that the following advantages will be helpful in achieving success and a leading market position in Chinese personal leadership and business management coaching, making ZDSE stand out from its competitors.

1. ZDSE is a Pioneer in Developing Chinese Leadership Development Coaching Services.

ZDSE’s workshop, experiential learning and practice focus on personal leadership development so that its clients can apply their newly developed leadership concepts and experiences to their work. ZDSE also monitors the performance and the changes and developments of clients returning to work.

ZDSE believes that its team of coaches is crucial to the success of the company, and it has a team of professional and innovative coaches, most of whom have either master’s or doctoral degrees in their various professions as well as experience in the field of leadership development coaching.

Since ZDSE’s coaches regularly interact with clients, they play a vital role in maintaining the quality of ZDSE’s services and protecting the brand and reputation of ZDSE. ZDSE intends to continue to attract and retain experienced coaches.

Management believes that ZDSE is enhancing its brand recognition and reputation as a result of its clients’ satisfaction. ZDSE believes that its coaching has attained good results for its clients and their post-training performance inspires more people to contact ZDSE. Thus, the brand, reputation and influence of ZDSE is continuously expanding. ZDSE will continue to strive to improve its client service system, including post-training client visits and consulting services, and its clients’ overall experience.

ZDSE is headquartered in Shenzhen, and has established ~~branches~~offices in Guangzhou, Shandong and Liaoning. Its management intends to establish additional ~~branches~~offices in Jiangsu, Beijing, Shanghai, Chongqing and Xiamen within three to six years. ZDSE’s geographic expansion will support its efforts to expand its market scope and brand influence and gain a larger market share.

ZDSE’s service content and methods are mostly based on self-developed material. ZDSE’s program development team works with its staff and senior coaches in order to develop, update and improve ZDSE’s services. The team analyzes the latest market trends and demand, and regularly collects feedback from clients through multiple channels to improve the quality of its clients’ coaching experience.

ZDSE’s goal is to become China’s ~~best~~leading business and leadership development coaching service organization. ZDSE believes that it can accomplish that goal due to its leadership development modules, experiential learning modules and practice integration. By continuing to improve the quality of its coaching services and by supporting its clients with follow-up services, ZDSE believes it can increase the number of clients and the rate of new enrollments, thereby increasing its market share and capturing ~~some~~ larger ~~markets.~~market niches. ZDSE has identified several areas where the Chinese economy is prosperous, and it intends to have regional service centers in several of these crucial locations in order to expand its geographic coverage. ZDSE established ~~branches~~offices in Guangzhou in December of 2018 and in Shandong and Liaoning during the first quarter of 2019 and its management expects to further increase the number of branches in the future.

ZDSE believes that it is extremely important to develop a life-long service system for its clients. Management intends to accomplish this through the Company’s online service program discussed below under “Other Planned Businesses of the Company.” ~~This lifelong service is expected to be 60% online, through HEMC, and 40% offline, through ZDSE.~~ ZDSE anticipates that this life-long service system will be attractive to its clients, thereby increasing enrollment in ZDSE’s offerings and achieving sustainable profitability for both HEMC and ZDSE. It is also expected to give ZDSE a significant competitive edge.

ZDSE plans to seek strategic alliances on a nationwide scale. In accordance with the goal of many enterprises, institutions and industry associations, management carefully evaluates varied opportunities for cooperative relationships with other companies. Through cooperation and strategic alliances with various institutions and associations, ZDSE believes that it can effectively expand its pool of prospective clients and obtain a steady and predictable revenue source.

ZDSE has developed “The Way of Management” program with ten modules now, and more modules to be developed in the future. The current ten modules comprise the experiential course, which is comprised 60% of scenario exercises, 20% of group interactions and 20% of specified topics.

This is a four-day module that is comprised 60% of experience exercises, 20% of client interactions and 20% of individual client presentations. Through this module, clients are given the opportunity to recognize their behavioral patterns in corporate management and decision-making, identify their own deficiencies or human frailties, such as selfishness or greed, and discover the gap between themselves and the ideal manager. It also promotes more inclusive treatment of partners and colleagues.

This five-day module helps clients learn how to build an effective and productive team and is primarily based on the previous management theories of the clients. Through this experience-rich module, the clients examine their old models, generate new insights and establish new, personal management theories.

This module involves a 120-day practical experience. At the beginning, each client will develop a business goal derived from the two previous modules that the client wants to accomplish within this module. This module usually results in major changes and breakthroughs for the clients. During this 120-day period, the coaches track the progress of the clients weekly, and a group meeting is held every week. From time to time, thematic seminars are held for the clients in this module. Technical tools are also provided to assist the clients with their individual problems so that the clients can more effectively work towards and then achieve their goals.

Through this four-day experience, clients work on communication skills, including listening and questioning, as well as how to give constructive feedback. By improving their communication skills, clients can increase the level of understanding and cooperation between themselves and their team, thereby becoming more effective managers and leaders.

Through this three-day experience, clients learn about different personality types, how to identify them through the behaviors of others and how to deal most effectively with people who exhibit these various personalities. The goal of this module is to help clients deal with difficult personalities, thereby reducing stress that may result from personality clashes in and outside the workplace.

This module is a four-day experience that gives clients the opportunity to discover their core values and how they impact their decisions and their management style. The more clients know about their core values, the more they can create effective communication, which makes it easier for them to reach agreement with their employees.

We believe that the best managers and leaders understand and are happy with themselves. This four-day experience demonstrates to clients how to understand and accept themselves –- their strengths and their weaknesses –- and helps them understand their own needs. Through this understanding, as well as development of self-love, clients can develop better relationships and more effective communication with others.

Poor communication and negative experiences can both stem from and result in problems in the workplace, which, in turn, create a stressful and negative work atmosphere for all involved. This often results in reduced productivity, higher employee turnover and general dissatisfaction, which frequently carries over and affects all aspects of life. In this module, clients strive toward achieving a positive mindset and approaching work and life with a positive attitude, which can result in better physical and mental health and greater happiness both in and out of the workplace. Greater employee happiness leads to a more positive “can do” atmosphere in the workplace, more effective employees and increased productivity.

This module is a unique four-day experience for female clients. As more and more women have entered traditionally male-dominated areas of employment, an opportunity has arisen for helping them succeed within a masculine culture and achieve equilibrium between their traditionally “female” strengths and qualities and the more traditionally “male” qualities required to succeed in business.

In this module, clients learn how to manage capital, how to use capital correctly and how to diversify their investments. And perhaps most importantly, clients come to understand their relationship with money and how to keep the acquisition of money in perspective.

The main function of the ZDSE coaches is to provide guidance and support both during completion of the modules and during the provision of post-completion services. The responsibility range of the coaches usually includes:

ZDSE seeks coaches who have extensive teaching experience and who demonstrate good interpersonal and communication skills. Currently, ZDSE has numerous excellent coaches who are attracted by ZDSE’s progressive concept, advanced technology and corporate culture.

ZDSE provides introductory training for new coaches, periodic on-the-job training and workshops for coaches to help them master the system and improve their coaching. Whenever ZDSE sets up a branch office in a new city, ZDSE will assign outstanding coaches from corporate headquarters to conduct new coach training in order to maintain the company’s program quality, corporate culture and brand reputation.

ZDSE also plans to introduce a technology system, which it is developing, through which ZDSE’s coaches will be able to collect and analyze the results of their clients’ program experiences and make immediate adjustments to improve the quality of the overall program.

ZDSE engages in continuous research and exploration in an effort to further improve its system and grow its business. Its program development team analyzes the latest market trends and demand and regularly collects feedback from clients to improve the quality of the coaching experience offered by ZDSE.

At present, ZDSE acquires new clients primarily through referrals and recommendations offrom past and current clients. ZDSE believes that the ~~biggest~~best promoter for its success is word-of-mouth recommendations from past and current clients who share their successes and program experiences with ~~each other.~~others. Management believes that new clients are also attracted by ZDSE’s coaching team and services.

ZDSE also holds free seminars for business executives during which ~~its representatives explain the company’s~~it explains ZDSE’s services and ~~gather~~gathers information about the needs and goals of the attendees and their companies. ZDSE ~~representatives then contact~~subsequently contacts the potential clients to discuss and ~~attempt to sell them the~~tailor ZDSE’s specific modules that most closely ~~fill~~meet their individual needs.

To a lesser degree, ZDSE utilizes social media and conventional advertising to attract new clients.

ZDSE competes with both Chinese executive coaching and foreign executive coaching organizations with branches in China that offer services similar to those that it offers. However, the competition is highly fragmented with very few large competitors. ZDSE believes that its major competitors are Sun Yat-sen University School of Management, the earliest established institution specializing in business management education and research, and Elite Business Doers, which was founded in Shenzhen and describes itself as a “small learning community for SME owners.”

ZDSE believes that the principal competitive factors in the industry in which it competes include:

Management believes that the unique orientation of ZDSE’s program, including its holistic aspect, the quality of its coaches, the personal atmosphere and individualization of the program to each client’s specific needs and the quality of the post-program services distinguish it from its competitors. However, there can be no assurance that our initial competitive advantages will be retained, or that one or more competitors will not develop programs that are equal or superior to ours or are better priced than ours. In the future, we may face competition from competitors of varying sizes and geographic reach, who structure their program offerings similarly to ours. In addition, some competitors may have a longer operating history and a better ability to support and retain clients. Our revenue could be negatively impacted if our competitors were to develop and market programs that are more effective, more convenient or less expensive than our program.

ZDSE’s national development plan, which is contingent on the status of the COVID-19 epidemic, includes opening 10 to 15 new branches in China, including branches in Beijing, Shanghai, Jiangsu, Chongqing and Xiamen, within three to six years. In addition, along with its geographic expansion, ZDSE is continuously improving its module offerings. More modules are being developed and put on the docket for discussion to be added in the future.

In addition, ZDSE is planning to build an online platform for clients’ life-long development programs. This service is intended to complement and increase the business of ZDSE. Using an artificial intelligence system developed by ZDSE, each client’s online program will be customized for that client. We anticipate that ZDSE’s online mobile platform application will quickly build online membership ~~for each member~~ by importing address books. Members will be able to post and share ZDSE’s online services to their social circles, thereby attracting more clients to the Company and to ZDSE. Although management expects to face competition from other institutions with mature online platform services in the same market, these online services should enable the Company to reach a wider range of target clients and achieve greater sales opportunities for ZDSE with existing clients. ZDSE will also be able to promote support of its charitable activities and shape its brand image by publishing information content about those activities. ~~Management believes that~~Due to the COVID-19 epidemic, completion of the online service platform ~~application will be available~~has been put on hold and management intends to redefine the service plan in ~~2020.~~detail over the next year.

ZDSE intends to conduct its online business through the use of a variable interest entity structure (“VIE”). It is intended that the business will be conducted by a newly formed company (“Newco”), which will be formed under the laws of the PRC and wholly owned by one or more citizens of the PRC. Management intends that a subsidiary of the Company, which will be a wholly foreign owned entity (the “WFOE”), will acquire effective control of Newco through a series of agreements –- the VIE structure. The contractual arrangements between Newco and the WFOE will enable us to exercise effective control over Newco and realize substantially all of the economic risks and benefits arising from the activities of Newco. As a result, we will include the financial results of Newco in our consolidated financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, as if Newco were a wholly owned subsidiary. It should be noted, however, that there is currently some uncertainty as to the effect of the Foreign Investment Law of the People’s Republic of China, which was promulgated in March 2019 and became effective on January 1, 2020, on the use of the VIE structure in the PRC.

HHMT commenced operations in August 2020. Its business includes cultural exchange event planning, conference planning, corporate image planning, marketing planning, exhibition planning, stage lighting, audio equipment, display equipment and technology development and sales, leasing, door-to-door integration of multimedia teaching systems installation, on-site maintenance, domestic trade and import and export of goods and technologies. HHMT’s strategy is to empower the entire education industry chain with technology. The company’s main customer groups are schools and other government institutions. In 2021, HHMT provided stage, audio and lighting equipment, including setting-up and operating services, for stage activities of various institutions. During the fiscal year ended December 31, 2020, HHMT accounted for approximately 8.2% of the Company’s total revenue and during the year ended December 31, 2021, it accounted for approximately 32.3%.

HHMT and its subsidiary, SJMC, are also negotiating to provide stage, audio and lighting equipment for artistic performances at Sub-district offices of the SHENZHEN Culture and Sports Bureau and at the Shenzhen prison. In addition, HHMT intends to expand its business into the provision of intelligent systems for campuses and government offices, such as face recognition, attendance, invigilator, remote conference, intelligent home and other types of systems.

HEMC commenced operations in November 2020. Its business includes consulting services for entrepreneurs, staff training and introduction services for investors and government. The company’s main customer groups are enterprise groups and government. During the year ended December 31, 2021, HEMC accounted for approximately 5.9% of the Company’s total revenue.

The future plan is for HEMC to carry out daily management activities and seek new business opportunities for sustainable development.

HHEG is exploring entering into the provision of Human Resource (“HR”) services through a new subsidiary of HSEC, Shandong Yuli Big Data Technology Co., Ltd. (“SDYL”), which was incorporated in the PRC on December 14, 2021. SDYL’s business model of “HR Technology + Platform + Service” utilizes HR technology to build an HR platform that will provide payroll, personnel recruitment, labor dispatch, flexible employment, fiscal and tax planning and legal HR consultation through a mobile app and SDYL’s website. SDYL plans to build a service team of 20 people and 4 regional business groups in China in 2022 and management is hopeful that, if it succeeds, this business may become a significant source of revenue in the future.

~~The~~In addition, the Company plans to establish four major structures in the future: Huahui Education Industry Chain Resources, Huahui Intelligent Education Industry Chain, Huahui Education Supply Chain and Huahui Supply Chain Finance Services.

Huahui Education Industry Chain Resources will offer basic education, elite leadership education, vocational education, art education, moral education, quality-oriented education, overseas education, entrepreneurial education and other education segmentation modules.

Huahui Intelligent Education Industry Chain will have an intelligent education curriculum resource platform, intelligent education equipment platform and intelligent education software platform, with curriculum resource innovation, intelligent software and hardware supply, online platform construction, online data sharing, online talent incubation and information management and construction functions.

Huahui Education Supply Chain’s platform will integrate planning and promotion, enrollment services, teacher allocation, logistics procurement and talent transfer services, forming an ecosystem of unified management, unified procurement, unified configuration and unified settlement.

Huahui Supply Chain Finance Services will provide an industry body chain fund, a share fund, a purchase fund, hatch funds and other financial services, at a lower cost and faster speed than its competitors, updating the way for institutions and enterprises to solve their financing problems and helping enterprises to develop rapidly.

~~Properties~~Expansion of the Company’s business may be achieved either through the formation of subsidiaries or through the acquisition of other existing companies.

The Company’s, HEMC’s and ZDSE’s headquarters are located ~~on the 5th floor of~~at 13^th Floor, Building ~~A, No. 43 Yanshan~~B1, Wisdom Plaza, Qiaoxiang Road, Nanshan District, ~~Shenzhen. The office area is divided into a private rental office area of approximately 15 square meters and a public office area of approximately 1,000 square meters.~~Shenzhen, China. The lease for the ~~office provides for~~space, which consists of a total of 1,000 square meters shared by multiple lessees, expires on July 31, 2024. The Company’s share of the monthly rental ofis RMB ~~3,600~~50,000 (approximately US$~~521)~~7,142), ~~including utilities, and expires on March 31, 2021. In addition, the Company can use the public space for an additional payment.~~which is paid by HEMC.

~~ZDSE~~GZZDH currently leases approximately ~~1,509.28~~1,509 square meters for its Guangzhou office. ~~ZDSE~~GZZDH leases this ~~office~~ space for a monthly rental of RMB ~~87,161~~69,185.39 (approximately US$~~13,200) until May 30, 2020, after which time the monthly rental will increase to~~9,836), plus an RMB ~~91,523~~26,910.46 (approximately US$~~13,861) until May 30, 2021 and then RMB 96,096 (approximately US$14,553)~~3,826) business management fee, until March 30, 2022.

ZDSE’s Shandong office consists of approximately 828 square meters and is leased until August 31, 2023. ZDSE leases this office space for a monthly rental of RMB 16,364 (approximately US$~~2,287)~~2,326) until August 31, 2022, at which time the rent will be renegotiated in accordance with market conditions.

~~ZDSE~~SYZDH leases ~~a total of 710.84~~approximately 1,200 square meters of office space ~~for its Liaoning branch~~in Shenyang City until December 25, 2022. The lease provides for a monthly ~~rent~~rental of RMB ~~47,482.64~~60,000 (approximately US$~~7,191)~~8,571). ~~The lease for part of the space expires on April 30, 2020; the remainder is leased until May 31, 2020. The company and the individual lessors intend to renew the leases when they expire.~~

We believe that our existing office facilities will be sufficient for our operations for the next year.

As of ~~the date of this Annual Report,~~December 30, 2021, we employ a total of 6248 full-time employees, including 5232, 8 and 8 who are employed by ~~ZDSE.~~ZDSE, HHMT and HEMC, respectively. All employment contracts are in accordance with the laws of the PRC. The Company believes its relationships with its employees are satisfactory. Prior to the Share Exchange, the Company did not have any employees.

ZDSE has two trademarks. It filed a trademark application on May 16, 2016 for its “Love the public, love the sailing” logo (registration number 19968013) and was granted exclusive protection until July 6, 2027.

ZDSE also filed a trademark application on May 16, 2016 for its “Zhongdehui” logo (registration number 1996771) and was granted exclusive protection for that logo until July 6, 2027.

China’s economy has grown so fast that demand for business leaders now far exceeds supply, and shortages are expected to continue for the rest of the decade. Despite China’s massive population and expanding higher education, Chinese and foreign companies often struggle to recruit ~~enough~~a sufficient number of talented and experienced middle and senior managers to provide the leadership ~~they need~~the company needs to succeed in China’s fast-growing, highly competitive business environment. The leadership gap is compounded by the fact that many experienced Chinese managers who might otherwise fill leadership positions in fast-growing sectors gained much of their experience in traditional industries and in a system where management was based on government regulation that suppressed managerial initiative.

However, today’s China is characterized by ~~progress,~~more progressive and forward-thinking business platforms, and ~~hunger~~a passion to succeed and improve. In reporting on the 4th China Leadership and Executive Coaching Conference held in Shanghai in 2016, Luis Velasquez noted that talks by industry leaders highlighted national pride and a need to continue improving and making a mark on the world. There is a need to identify and help executives develop the competencies, skills and traits needed to meet the demands of the new China.

Whereas twenty years ago, the idea of executive coaches was likely to elicit uncomprehending looks or questions about credibility and economic ~~benefits, today, their~~benefits. Today, the value of executive coaches in helping nurture organizations and leaders has been completely reappraised. A growing number of companies are seeking their help to prepare senior and mid-level managers for more senior roles or to more effectively operate in their current roles.

As in other parts of the world, coaching in China is used to help executives identify and reach more of their potential. Executive coaching in China tends to be currently focused on development needs associated with leadership, often “executive presence” and other forms of communication. Dealing with cultural differences as a result of China’s decision to open itself increasingly to Western economic and cultural forces can be a challenge for both local Chinese and for China-based executives of U.S. multinational corporations. For example, executives in multinational corporations who have ~~been~~resided and worked in China ~~awhile,~~for a considerable period of time, or Chinese executives in Western corporations who have returned to China, often lament that Western headquarters ~~doesn’t~~don’t understand what it takes to be successful in “our part of the world.” Back at headquarters, seniors and peers can’t understand why their high-potential colleague in China can’t understand (or worse, won’t listen to) their views.

In this situation, coaching has been used to support improvements in the leader’s executive presence. Coaching support has led, for example, to action on “active listening” goals. It has also enabled the executive to present his China market experience in the form of a conversation with (rather than a lecture to) his colleagues at headquarters.

Chinese executives may not be as comfortable with coaching as their U.S. or Europe-based colleagues. They may perceive it less as a development vehicle than as a means of remedying their “faults.” Worse, it may be seen as a prelude to dismissal.

In addition, given the value Confucianism places on hierarchy, Chinese executives may find it difficult to “slot” the coach psychologically. For example, as a partner in the executive’s development, the coach is clearly not a subordinate. If the coach is seen as a peer, however, he or she may be perceived as insufficiently capable of providing the support the executive feels is needed. If the coach is seen as a superior, then the executive may expect to be taught, rather than coached.

According to the (ICF) ~~2016~~2020 Global Coaching Study, globally, there were roughly 71,000 coach practitioners in 2019 (including both business and non-business coaches), an increase of 33% over the 2015 estimate. Of those, approximately 4,600 coach practitioners were in Asia ~~has roughly~~(compared to 3,700 ~~executive coaches,~~in 2015). The estimated global total revenue from coaching in 2019 was US$2.849 billion, representing a ~~miniscule number compared to China’s behemoth population alone.~~21% increase over the 2015 estimate. As Chinese companies mature as global influencers and seek to internationalize further, the need for executive coaching and strong leadership will be critical. And along with this, we can only predict a huge market opportunity for executive coaches.

The Employment Promotion Law of the PRC was adopted by the National People’s Congress on August 30, 2007 and amended on May 24, 2015. The Law states that the PRC government encourages and supports various types of vocational colleges, vocational skills training institutions and employers to carry out pre-employment training, on-the-job training, reemployment training and entrepreneurship training according to law and encourages laborers to participate in various forms of training. The PRC government and relevant departments encourage and guide enterprises to strengthen vocational education and training based on market demand and industrial development direction.

Several Opinions on Further Promoting the Development of Small and Medium-sized Enterprises

On September 19, 2009, the State Council issued the Several Opinions on Further Promoting the Development of Small and Medium-sized enterprises (“SME”), which states that the state guides and supports SMEs in strengthening management, supports the development of management consulting agencies for SMEs, conducts management consulting activities, guides SMEs to strengthen basic management, marketing and risk management, improve governance structure, promote management innovation and improve business management, vigorously carry out training for all types of SMEs and implement SMEs Galaxy Training Project, increase financial support, give full play to the role of industry associations (commercial associations) and SME training institutions, extensively adopt network technologies and other means to carry out policies and regulations, corporate management, marketing, professional skills, customer service and other kinds of training. It attaches great importance to the training of business managers and selects one million growing SMEs within three years to provide comprehensive training for their managers.

On June 29, 2002, the National People’s Congress passed the Promotion Law on Small and Medium-sized Enterprises of the PRC, which was revised on September 1, 2017 and implemented on January 1, 2018. The Law states that the state establishes a sound socialized SME public service system to provide services to SMEs. The state supports relevant agencies, colleges and universities in carrying out personnel training for the management of SMEs and production technologies, and improving the marketing, management and technology level of the company. The state supports colleges and universities, vocational education institutions and various vocational skills training institutions to cooperate with SMEs to build a practical practice base to support two-way exchanges between teachers of vocational education institutions and SMEs, and to innovate the talent training model for SMEs.

According to the Special Administrative Measures (Negative List) for the Access of Foreign Investment (2019) (the “Negative List”) as promulgated and effective in July 2019, the original Special Administrative Measures (Negative List) for the Access of Foreign Investment (2018) was repealed. Overseas investors are not allowed to invest in any foreign investment prohibited field on the Negative List and shall have an access permit for investing in a non-prohibited investment field on the Negative List. Fields not included in the Negative List for the market entry of foreign investment shall be managed according to the principle of equal treatment of domestic and foreign investment.

The business scope of ZDSE is management coaching and related business and advertisement. According to the Negative List, the business scope of ZDSE does not fall in any field on the Negative List and therefore is not subject to any special management measures for the access of foreign investment.

The Foreign Investment Law of the People’s Republic of China (the “Foreign Investment Law”), which was promulgated in March 2019 and became effective on January 1, 2020, replaced the three legacy laws on foreign invested enterprises including the Wholly Foreign-owned Enterprises Law of the People’s Republic of China (the “Wholly Foreign-owned Enterprises Law”) which was previously applicable to ZDSE. The organizational form, organization structure and activities of a foreign-invested enterprise are now governed by the provisions of the Company Law of the People’s Republic of China, the Partnership Enterprise Law of the People’s Republic of China and other relevant laws. However, the Foreign Investment Law sets up a transitional period of 5 years after the implementation of the Foreign Investment Law, during which foreign-invested enterprises established according to the Wholly Foreign-owned Enterprise Law before the implementation of the Foreign Investment Law may maintain their original organization forms, etc. Specific implementing measures are to be prescribed by State Council.

Intellectual property rights, also known as “knowledge ownership rights,” refer to “property rights enjoyed by right holders for the intellectual work created by their intellectual work,” and are generally only valid for a limited time. Various intellectual creations such as inventions, designs, literary and artistic works, as well as signs, names and images used in commerce, can all be considered intellectual property owned by a person or organization. Since the 1980s, while continuously improving the construction of the domestic legal system, China has successively joined some major international conventions, treaties and agreements for the protection of intellectual property rights. In particular, on December 11, 2001, China became a member of the World Trade Organization’s Agreement on Trade-related Intellectual Property Rights.

The Trademark Law of the PRC was passed by the National People’s Congress on August 23, 1982 and last amended in April, 2019, effective in November 2019. The Law states that an applicant for trademark registration should fill in the product category and product name of the used trademark in accordance with the stipulated commodity classification form and file an application for registration. Trademark registration applicants can apply for registration of the same trademark for multiple categories of goods through one application. A registered trademark is valid for a period of ten years from the date of approval of the registration. If the registered trademark has expired and it needs to continue to be used, the trademark registrant must go through the renewal formalities within 12 months before the expiration of the time limit; if it cannot be handled during this period, it may grant a grace period of six months. Each renewal registration is valid for a period of ten years, counting from the date following the expiration of the previous validity period of the mark. If registrants fail to complete the renewal formalities at the expiration of the time limit, their registered trademarks shall be cancelled. In addition, if the registered trademark is a well-known trademark, it shall be managed in accordance with the Regulations on the Recognition and Protection of Well-known Trademarks issued by the State Administration of Industry and Commerce on July 3, 2014. The regulation states that well-known trademarks are trademarks that are well-known to the relevant public in China. The relevant public includes consumers who are related to the use of a certain type of goods or services marked by the trademark, other operators who produce the aforementioned goods or provide services, and the sellers and related personnel involved in the distribution channels. The recognition of well-known trademarks follows the principle of case identification and passive protection.

The Regulations on Foreign Exchange Management of the PRC was promulgated by the State Council of the PRC on January 29, 1996 and revised on January 14, 1997 and August 1, 2008, respectively. The regulations stipulate that foreign exchange income from current accounts of domestic institutions shall be sold to the designated foreign exchange bank in accordance with the provisions of the State Council concerning the management of foreign exchange, sales of foreign exchange and payment of foreign exchange, or be approved to open foreign exchange accounts in designated foreign exchange banks. The remittances used by domestic institutions for the current account shall be paid in accordance with the provisions of the State Council concerning the management of foreign exchange, sales of foreign exchange, and payment of foreign exchange, with valid certificates and commercial documents, to foreign exchange designated banks. Foreign exchange collections and import payments made by domestic institutions shall be subject to verification procedures in accordance with the regulations of the State on the management of the cancellation of foreign exchange receipts for export and the verification of the import payment and foreign exchange cancellation. Foreign exchange earnings from capital accounts of domestic institutions shall be subject to the opening of foreign exchange accounts in designated foreign exchange banks in accordance with the relevant regulations of the State and shall be approved by the foreign exchange administrative authority if they are sold to designated foreign exchange banks.

On October 21, 2005, the State Administration of Foreign Exchange (“SAFE”) issued a Circular on the Relevant Issues Concerning Domestic Investors Financing through Overseas Special Purpose Vehicles and Foreign Exchange Management of Return Investment, namely Document No. 75, which came into effect on November 1, 2005. The term “special purpose company” as mentioned in the circular refers to an overseas company directly established or indirectly controlled for the purpose of overseas equity financing (including convertible bond financing) by a domestic resident legal person or a domestic resident natural person with the assets or equity of a domestic company held by it. The “return investment” in the circular refers to the direct investment activities carried out by domestic residents through the special purpose company, including but not limited to the following methods: purchasing or replacing the Chinese company’s equity in a domestic company, setting up a foreign-invested enterprise in the country and purchasing or negotiating the control of domestic assets through the company, negotiating the purchase of domestic assets, establishing a foreign-invested enterprise with the investment in the asset and increasing the capital of the domestic enterprise. The “domestic resident legal person” in the circular refers to a legal person and other economic organization legally established in China; “domestic resident natural person” refers to a natural person holding a legal ID card such as an ID card or passport of the PRC, or natural persons habitually residing in China because of economic interests although they do not have legal status in China. The term “control” in this circular refers to the acquisition, trust, holding, voting right, repurchase, convertible bonds, etc. of domestic residents to acquire the operating right, income right or decision-making right of a special purpose company or a domestic company. Before a domestic resident establishes or controls an overseas special purpose company, he must, with relevant materials, apply to the local foreign exchange branch and foreign exchange administration department (hereinafter referred to as the SAFE) to apply for foreign exchange registration procedures for overseas investment. Domestic residents who inject the assets or equity of domestic enterprises owned by them into special purpose companies or conduct overseas equity financing after injecting assets or equity into special purpose companies, must go through the formalities for the change in the foreign exchange registration of overseas investment in relation to their equity in the special purpose company and their changes, and they should provide relevant materials when handling. After injecting a special purpose company or investing in foreign equity financing after injecting assets or equity into a special purpose company, the company shall handle the foreign exchange registration change procedures for overseas investment in relation to the equity of the special purpose company and its changes and shall provide relevant material. After completing procedures for the foreign exchange registration and change of overseas investment in accordance with regulations, the domestic residents may pay special purpose companies for profits, dividends, liquidation, equity conversion, capital reduction, etc. If a special purpose company has any significant capital changes such as capital increase or reduction, equity transfer or replacement, merger or division, long-term equity or debt investment, external guarantee, etc. and does not involve return investment, the domestic residents must apply to SAFE for handling the change of foreign exchange registration of overseas investment or filing procedures within 30 days from the occurrence of major events. If a domestic resident set up or controlled a special purpose company abroad before the implementation of this notice and completed the return investment but failed to register the foreign investment registration of the foreign investment according to the provisions, he was required to go to the local SAFE to renew the foreign investment registration of the foreign investor before March 31, 2006 according to the provisions of this notice. After completing the renewing registration of foreign exchange registration of overseas investment, SAFE may handle foreign exchange registration procedures for foreign investment and foreign debt for the relevant domestic enterprise.

On August 29, 2008, SAFE issued a Circular on the Improvement of the Business Operations Related to Foreign Exchange Capital Payment and Foreign Exchange Capital Management of Foreign-invested Enterprises, that is, Circular No. 142. The circular indicates that the RMB funds received from the foreign exchange enterprise’s capital gains shall be used within the business scope approved by the government approval department. Unless otherwise specified, the RMB funds obtained through settlement shall not be used for domestic equity investment. Excluding commercial real estate investment enterprises, foreign-funded enterprises may not purchase domestic real estate that is not for their own use in the form of RMB funds obtained through capital settlement. The use of RMB funds from foreign exchange-funded enterprises for capital investment in securities shall be implemented in accordance with relevant state regulations.

On November 9, 2011, SAFE issued a circular on further clarifying and standardizing issues concerning the management of foreign exchange operations for certain capital accounts, namely Circular 45, which clarified the scope of application of Circular 142. The circular pointed out that foreign-invested enterprises must not use the RMB funds derived from the foreign exchange capital settlement for domestic equity investment. Foreign-invested enterprises with equity investment approved by the relevant competent authorities must use their foreign exchange capital and domestic Chinese-funded institutions must use the foreign exchange funds in the asset liquidation account for domestic equity investments, with reference to the principle of foreign exchange capital contribution management of foreign-invested companies. Foreign-funded enterprises must not issue entrusted loans, repay inter-enterprise loans (including third-party advances) or repay bank loans that are re-lending to third parties in the form of RMB funds derived from foreign exchange capital settlement. Foreign-funded enterprises may not, in principle, deliver various types of deposits in the form of RMB funds derived from foreign exchange capitalization. Funds in the dedicated deposit account may not be settled.

On July 4, 2014, SAFE issued a circular on the issues relating to the pilot reform of foreign exchange capital management of foreign-invested enterprises in certain regions (i.e., Circular 36). The circular pointed out that since August 4, 2014, pilot projects for the reform of the management of foreign exchange capital in foreign exchange enterprises will be carried out in some regions. The foreign exchange capital recognized in the capital contribution account of a foreign-invested enterprise through the foreign exchange administration where it is located can be processed at the bank according to the actual business needs of the enterprise. The capital of a foreign-invested enterprise and the RMB funds derived from its settlement of foreign exchange shall not be used for the following purposes:

(i) it shall not be used directly or indirectly for expenditures outside the scope of business operations or prohibited by national laws and regulations;

(ii) unless otherwise provided by laws and regulations, no direct or indirect investment in securities may be used;

(iii) may not directly or indirectly be used to issue RMB entrusted loans (except for business scope permits), repayment of inter-enterprise loans (including third-party advances), and repayment of bank-denominated loans that have been transferred to third parties; and

(iv) except for commercial investment in real estate companies, they may not be used to pay for the purchase of non-self-use real estate.

Also, on July 4, 2014, SAFE issued a circular on the related issues concerning the Domestic Residents’ Foreign Investment through Special Purpose Companies and Foreign Exchange Management for Return Investments. This is known as Document No. 37. Compared with Circular 75, Circular 37 further simplified and facilitated the cross-border capital transactions of domestic residents involved in investment and financing activities through special purpose companies. The circular stipulates that SAFE shall exercise registration management for the establishment of special purpose companies for domestic residents. Before a domestic resident can use the legal assets or rights at home and abroad to invest in a special purpose company, he shall apply to SAFE for the foreign exchange registration formalities for overseas investment. If the domestic residents’ profits and bonuses obtained from special purpose companies are transferred back to China, they shall be handled in accordance with the current regulations on foreign exchange management; if the foreign exchange income from capital changes is transferred back to China, they shall be handled in accordance with the foreign exchange management provisions for capital accounts.

On March 30, 2015, SAFE issued a notice on reforming the foreign exchange capital management of foreign-invested enterprises, namely, Circular No. 19, which took effect on June 1, 2015. The circular indicates that SAFE has decided to implement the reform of foreign exchange capital management of foreign-invested enterprises on a nation-wide basis after summarizing the pilot experience in previous regions. At the same time, Circular 142 and Circular 36 were repealed.

The principal regulations governing dividend distributions by wholly foreign owned enterprises include the Company Law, as amended, the Foreign Investment Law and Regulation on the Implementation of the Foreign Investment Law as promulgated and effective in January 2020. Under these laws and regulations, wholly foreign owned enterprises in the PRC may pay dividends only out of their retained earnings, if any, determined in accordance with the PRC accounting standards and regulations. Additionally, a wholly foreign owned enterprise is required, as other enterprises subject to PRC laws, to set aside at least 10% of its after tax profits each year, if any, to fund statutory reserve funds of the enterprise until the cumulative amount of such funds reaches 50% of its registered capital. These reserves are not distributable as cash dividends. Under the relevant PRC law, no net assets other than the accumulated after-tax profits can be distributed in the form of dividends.

According to the Labor Law of the PRC (promulgated in 1994, last amended in 2018), Labor Contract Law of the PRC (promulgated in 2007, amended in 2012) and Implementation Regulations of the Labor Contract Law of the PRC (promulgated in 2008), it is stipulated that employers and laborers should establish labor contracts when they establish labor relations. The labor contract concluded according to law is binding, and employers and laborers shall perform the obligations stipulated in the labor contract. Where a labor relationship has been established and a written labor contract has not been concluded at the same time, a written labor contract shall be concluded within one month from the date of employment. Where an employer and a laborer conclude a labor contract prior to employment, the labor relationship shall be established from the date of employment. The state implements a minimum wage security system. The specific standards for minimum wages are stipulated by the people’s governments of provinces, autonomous regions and municipalities directly under the Central Government and reported to the State Council for the record. The employer’s payment of laborers’ wages must not be less than the local minimum wage standard. The employer must provide laborers with labor safety and hygiene conditions that comply with the state regulations and necessary labor protection supplies. Workers engaged in occupational hazard operations should carry out regular health checks.

The provisions concerning the employment of foreigners in China are mainly based on the Regulations on the Administration of Employment of Foreigners in China jointly issued by the Ministry of Labor, the Ministry of Public Security, the Ministry of Foreign Affairs and the Ministry of Foreign Trade and Economic Cooperation on January 22, 1996, as amended on November 12, 2010 and March 13, 2017. The regulation states that employers employing foreigners must apply for employment permits for the foreigner. Foreigners can only be hired after obtaining permission and obtaining the Employment License for Foreigners of the PRC (hereinafter referred to as “permit”). Foreigners employed in China should enter the country on a Z-visa (if they have a mutual visa exemption agreement, they should be dealt with according to the agreement). After entering China and obtain the Foreigner’s Employment Permit (hereinafter referred to as “employment permit”), they will be able to obtain employment in China. Foreigners who have not obtained a residence permit (namely, those with F, L, C and G visas), foreigners studying in China or performing internships and dependents of foreigners holding a Z visa may not be employed in China. In exceptional circumstances, the employer may apply for a permit in accordance with the approval procedures stipulated in these Regulations. Foreigners employed with a permit to the public security agency change their status and apply for an employment permit or residence permit. Employing units and foreigners hired shall conclude labor contracts according to law. The duration of a labor contract must not exceed five years. When the employment contract signed between the foreigner and the employing unit expires, the employment permit will be invalid.

The provisions concerning the employment of foreigners as teachers mainly refer to the circular concerning the Handling of Work Permits for Foreign Experts Coming to China issued by the State Administration of Foreign Experts Affairs on September 30, 2004. The circular states that foreign experts hired to work in China should obtain the Work Permit for Foreign Experts to Come to China. Foreign experts applying for Work Permits for Foreign Experts to Work in China shall abide by Chinese laws and regulations, be in good health, have no criminal record and meet one of the following conditions:

(i) to implement intergovernmental agreements and agreements between international organizations, and foreign trade contracts, foreign professional skills or management personnel working for employment in China;

(ii) foreign professionals who are engaged in education, scientific research, journalism, publishing, culture, arts, health, sports, etc. in China;

(iii) appointed as a deputy general manager or above in an enterprise in China, or a foreign professional or technical person enjoying equal treatment;

(iv) foreign experts or human agency agencies accredited by the State Administration of Foreign Experts Affairs Representatives of nationalities; and

(v) applicants for work in the fields of economy, technology, engineering, trade, finance, accounting, taxation, tourism, etc., with special expertise, foreign professional skills or management personnel in short supply in China.

Foreign experts in paragraphs (ii) and (iii) shall have a bachelor’s degree or above and more than 5 years of relevant work experience (except that language teachers must have a bachelor’s degree or above and more than 2 years of relevant work experience). All units intending to hire foreign experts shall be entitled to Accreditation of Foreign Experts Units and obtain the Certificate of Employment of Foreign Expert Units. This certificate is the basic proof of foreign nationals applying for work permits, invitation letters, foreign expert certificates and residence procedures in China. Newly-run schools and other education and training institutions should run for more than one year, only after the basic stability of teachers, students, and teaching institutions, they can apply for qualification approval procedures. However, the formal establishment of Chinese-foreign cooperatively-run schools and schools that specially recruit children from foreign nationals are not subject to this restriction. The Provincial Foreign Experts Bureaus, State Council related ministries and commissions, and the directly-affiliated agencies’ foreign affairs divisions (bureaus) shall be responsible for the annual inspection work of the local or department according to the annual inspection notice issued by the State Administration of Foreign Experts Affairs and submit the regional annual inspection report to the State Administration of Foreign Experts Bureau by the end of December. The National Bureau of Foreign Experts conducts annual inspections of all eligible units from January 1 to January 31 every year. All overseas organizations that intend to send cultural and educational experts to China must obtain the Authorization of the Qualifications of Overseas Organizations that Introduce Foreign Cultural and Educational Experts to Work in China and obtain the Authority Certification for Overseas Organizations that Introduce Foreign Cultural and Educational Experts to Work in China. This certificate is the basic proof of the overseas organization’s intermediary business of cultural and educational experts in China. The State Bureau of Foreign Experts Affairs and the Bureau of Foreign Experts at the provincial level conduct annual inspections of overseas organizations that have obtained the qualifications for introducing foreign cultural and educational experts to China from January 1 to March 31 every year, and organize dispatch teams and personnel to provide training and internships. Training, study and other forms of training for overseas training institutions must all obtain the Organizational Dispatch Group and Personnel Qualifications for Overseas Training Institutions and obtain the Certificate of Organization Qualification for Organizing Delegation Groups and People to Overseas Training. Organizations that organize their own personnel to go abroad for training only shall be excluded.

According to the decision regarding the cancellation of 13 administrative licenses of the State Council issued by the State Council on February 13, 2016, the accreditation of foreign experts by the State Foreign Experts Bureau was cancelled.

On March 28, 2017, the State Administration of Foreign Experts Affairs, the Ministry of Human Resources and Social Security, the Ministry of Foreign Affairs and the Ministry of Public Security jointly issued a notice on the Full Implementation of the Work Permit System for Foreigners to Come to China. The circular states that foreigners allowed to work in China will receive Work Permits for Foreigners to Come to China to replace Foreigner Employment Permits and Foreign Experts to Work Permits in China since April 1, 2017.

On March 6, 2007, the National People’s Congress of the PRC issued the Corporate Income Tax Law of the PRC, which was implemented on January 1, 2008 and last amended in December 2018. The tax law stipulates that foreign-invested enterprises and domestic enterprises have an income tax rate of 25%. Small and low profit enterprises that meet certain conditions will be subject to a 20% income tax rate. Enterprises with high priority which need to be supported by the state are taxed at a reduced rate of 15%. On December 6, 2007, the State Council issued the Regulations on the Implementation of the Enterprise Income Tax Law of the PRC, which took effect on January 1, 2008.

On April 22, 2009, the State Administration of Taxation issued a notice on Relevant Issues of Overseas Registered Chinese-Funded Controlled Enterprises Recognized as Resident Enterprises on the Basis of Actual Management Institutional Standards, which became effective on January 1, 2008. The circular states that overseas Chinese-invested enterprises that meet the following conditions shall determine that they are resident companies of the actual administrative agency in China (hereinafter referred to as non-domestically registered resident enterprises), implement corresponding tax administration and collect corporate income tax on their income from inside and outside China:

(i) the places where senior management personnel responsible for the implementation of daily production and operation management operations and their senior management departments perform their duties are mainly located in China;

(ii) the company’s financial decisions (such as borrowings, lending, financing, financial risk management, etc.) and personnel decisions (such as appointments, dismissals, remunerations, etc.) are determined by institutions or personnel located in China or need to be approved by an organization or person located in China;

(iii) the company’s main property, accounting book, company seal, board of directors and minutes of shareholders’ meetings, etc. are located or stored in China; and

(iv) 50% or more of the voting directors or senior executives of the corporation often reside in China.

On July 27, 2011, the State Administration of Taxation issued an announcement on the issuance of the Administrative Measures on the Income Tax of Overseas-registered Chinese-controlled Holding Enterprises (Trial), which took effect on September 1, 2011. The measure points out that non-domestic-registered resident enterprises shall, in accordance with relevant Chinese laws and regulations and regulations of the competent departments of finance and taxation under the State Council, formulate financial and accounting statements, and shall, within 15 days from the date of receipt of tax registration certificates, submit the enterprise’s financial and accounting systems or financial accounting, the handling methods and related information to the competent tax authorities for the record. Non-domiciled registered resident companies that obtain dividends, bonuses and other equity investment income derived from China, income from interest, rent, royalties, transfer of property income and other income, shall issue a copy of the company’s Certificate of Resident Identity of Overseas-registered Chinese-controlled Enterprises issued by the company. According to Article 26 of the Corporate Income Tax Law of the PRC and Articles 17, 18 and 91 of the Implementation Regulations on Enterprise Income Tax Law of the PRC, the following income of enterprises is tax exempt income:

(ii) dividends, bonuses and other equity investment gains among eligible resident companies;

(iii) non-resident enterprises that have established establishments in China obtain dividends, dividends, and other equity investment income from resident enterprises that are actually in contact with the institution or site; and

The applicable tax rate for income obtained by non-resident enterprises is 20%. Corporate income tax on income earned by non-resident enterprises is levied at the rate of 10%. That is to say, general overseas companies transferring 10% of the corporate income tax shall be subject to the transfer of equity in Chinese enterprises or the dividend distribution of Chinese enterprises. However, if the non-resident enterprise is a resident enterprise belonging to a country or region that has signed a tax treaty or arrangement with China, it may enjoy preferential tax treaty provisions.

According to notice of the Ministry of Finance and the State Administration of Taxation No. 13 of 2019 (Abbreviated as CS (2019) No.13) on Implementing the Inclusive Tax Deduction Policy for Small and Micro Enterprises issued by the Ministry of Finance and State Administration of Taxation, the annual taxable income of small and micro-profit enterprises shall not exceed RMB 1 million, the taxable income shall be included in the taxable income of 25% and the enterprise income tax shall be paid at the rate of 20%. For the portion exceeding RMB 1 million but not exceeding RMB 3 million, the amount of taxable income shall be included in the reduction of 50%, and the enterprise income tax shall be paid at the rate of 20%. These small-scale and low-profit enterprises refer to enterprises engaged in the national non-restricted and prohibited industries, and at the same time complying with the three conditions of annual taxable income of not more than RMB 3 million, the number of employees not exceeding 300 and the total assets not exceeding RMB 50 million. This notice is effective from January 1, 2019 to December 31, 2021.

According to notice of the Ministry of Finance and the State Administration of Taxation No. 12 of 2021 for small and low profit enterprises with annual taxable income not exceeding RMB 1 million, the enterprise income tax shall be halved on the basis of the preferential policies stipulated in Article 2 of the notice of CS (2019) No.13; that is, when the taxable income does not exceed 1 million yuan, the income tax shall be levied at the tax rate of 2.5%. The implementation period of this announcement is from January 1, 2021 to December 31, 2022.

Foreign enterprises have no institutions or places in China, but have obtained profits, interest, rent, royalties and other income from China, or have established institutions or places, but the above-mentioned income has no actual connection with institutions and places. The amount of income is subject to withholding income tax. In accordance with the accrued method, the payer (payer) pays the tax on the proceeds (payments) to the beneficiary (the payee). The withholding income tax belongs to personal income tax or corporate income tax, but it is only a source of income tax control. It is a taxation of a personal income tax or corporate income tax.

In 2008, China began to impose a dividend withholding income tax on foreign-invested enterprises at a tax rate of 20%, generally levied at 10%. Hong Kong, Macao, Singapore, Seychelles and others have signed tax treaties with China or have special taxes. The preferential national tax rate for the countries in the arrangement is as low as 5%. Therefore, when a Hong Kong company affiliated to the group obtains the after-tax profits distributed by the mainland Chinese company it invests, the mainland Chinese company must withhold and pay 5% of the withholding income tax.

In addition, Notice No.88 (2017) on “the Issues Concerning the Direct Investment of Foreign Investors in Distributing the Withholding Income Tax Policy” stipulates that foreign investors who meet the conditions of direct investment shall not be subject to withholding tax.

On March 23, 2016, the Ministry of Finance and the State Administration of Taxation issued a circular on the Full Implementation of the Business Tax Levy of VAT Pilots. The circular indicates that since May 1, 2016, pilots for the change of business tax to VAT have been fully promoted throughout the country, and all business tax taxpayers, including ZDSE, were included in the scope of the pilot and were changed from paying business tax to paying VAT. According to notice No.36 (2016) issued by the Ministry of Finance and the State Administration of Taxation, the Comprehensive Project replaces Business Tax with Value-added Tax. ~~ZDSE’s current value-added tax for business is 6% (general VAT taxpayer), and its branch companies’ value-added tax for business is 3% (small-scale VAT taxpayer).~~

According to Article 1 of notice CS (2019) No. 13, ~~(2019), the~~ VAT small-scale taxpayers with monthly sales ~~of less than~~not exceeding RMB 100,000 are exempt from VAT. The implementation date of this paper is from January 1, 2019 to December 31, 2021. According to the “Notice of the State Administration of Taxation on Issues Concerning the Exemption of Value-Added Tax for Small and Micro Enterprises” (State Administration of Taxation Announcement No. 52 of 2017, now abolished), from January 1, 2018 to December 31, 2020 sales of small-scale VAT taxpayers shall not exceed RMB ~~30,000~~100,000 (tax payment of RMB ~~90,000~~300,000 per quarter) and enjoy the preferential policy of exemption from VAT.

Announcement of the Ministry of Finance and the State Administration of Taxation No. 11 of 2021 repealed Article 1 of the notice of CS (2019) No. 13 and provides that, from April 1, 2021 to December 31, 2022, small-scale VAT taxpayers with monthly sales not exceeding RMB 150,000 are exempt from VAT.

To support novel coronavirus pneumonia prevention and control and to accelerate the resumption of work, the rate of small-scale VAT was reduced from 3% to 1% (Announcement on the value added tax policy of supporting individual industrial and commercial households to return to work—Announcement No.13, 2020 of the Ministry of Finance and the State Administration of Taxation). This preferential tax rate will be in effect until December 31, 2021 (Announcement No.7, 2021). Consequently, the current value-added tax for business applicable to all of HHEG’s subsidiaries in China, except HEMC which became a general taxpayer with a tax rate of 6% in September 2021, is 1% (small-scale VAT taxpayer).

The following discussion and analysis should be read in conjunction with ~~Item 3. – “Key Information – Selected Financial Data” and~~ the Consolidated Financial Statements and Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

~~The Company was originally incorporated~~Our primary business operations are provided through ZDSE. Our second Operating Subsidiary, HHMT, is engaged in ~~Nevada as “Duonas Corp.” on September 19, 2014. In November 2017, subsequent~~several areas related to ~~a change of control,~~business planning and event planning and production. HEMC, our third Operating Subsidiary, is engaged in providing consulting services for entrepreneurs, staff training and introduction services for investors and government. For the ~~Company’s name was changed to Huahui Education Group Corporation and its ticker symbol was changed to “HHEG.” In February 2019,~~year ended December 31, 2021, the Company ~~was redomiciled~~derived approximately 62% of its revenue from Nevada to the Cayman Islands. Immediately prior to the Share Exchange described below, the Company was a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act) with nominal assets and no business operations.

~~On July 2, 2019, the Company entered into a definitive Share Exchange Agreement with HGSL~~ZDSE, 32% from HHMT and the ~~shareholders of HGSL (the “HGSL Shareholders”), whereby we would acquire all of~~remaining 6% from HEMC.

For the ~~outstanding common stock of HGSL in exchange for the issuance of~~years ended December 31, 2020 and 2021, our ~~ordinary shares~~consolidated revenue amounted to ~~the HGSL Shareholders. On July 3, 2019 (the “Closing Date”), HGSL became our wholly owned subsidiary~~approximately $1.2 million and ~~the HGSL Shareholders became the owners~~$1.7 million, respectively. We sustained a net loss of approximately ~~99.1% of our voting shares. The acquisition of HGSL by us will be accounted~~$0.2 million and $0.1 million, respectively, for ~~as a reverse merger because on a post-merger basis, the former shareholders of HGSL held a majority of our outstanding ordinary shares on a voting and fully diluted basis.~~those years.

~~Neither~~The following table shows our Statement of Operations data for the ~~Company nor HGSL conducts any substantive~~years ended December 31, 2020 and 2021. ZDSE, HHMT and HEMC’s financial data have been included in the Company’s consolidated financial statements as of and for the years ended December 31, 2020 and 2021. For further information regarding the results of our operations, ~~of its own; subsequent to July 3, 2019, the Company conducts its primary business operations through its newly acquired indirect subsidiary, ZDSE.~~see our consolidated financial statements appearing elsewhere in this Annual Report.

Through ZDSE, ~~is engaged~~we engage in providing executive coaching services in the ~~PRC~~PRC. We are striving to become the leader in executive business coaching services by guiding and transforming our clients’ organizations into the future: into organizations that are highly motivated with a productive workforce, streamlined processes, automated workflows, cost savings and a solid path towards continuous innovations. The unique orientation of ZDSE’s programs, including its holistic aspects, the quality of its coaches, personalized atmosphere and individualization of programs sets it apart from its competition.

ZDSE strives to be a sustainable and dynamic foundation to any organization by providing career development and learning opportunities to enhance workforce agility and improve employer brand. Through our modules, we deliver actionable solutions to real life business challenges across many facets of an organization, including people, technology, data and finances. Our strategic leadership and transformational insights, obtained through years of our coaches’ experience and our research and data, result in ~~consulting.~~providing our clients with thoughtful, practical guidance and recommendations.

ZDSE’s national development plan, which is contingent on the status of the ~~following discussion~~COVID-19 epidemic, includes opening 10 to 15 new branches in China, including branches in Beijing, Shanghai, Jiangsu, Chongqing and ~~analysis, references~~Xiamen, within three to ~~‘‘we,’’ ‘‘our’’~~six years. In addition, along with its geographic expansion, ZDSE is continuously improving its module offerings. More modules are being developed for inclusion on our future products. We will focus on (i) workforce planning, which examines the workforce lifecycle ensuring new workforce strategies are adopted and ~~‘‘us’’ refers~~organizational analytics optimize our program deliveries; (ii) career management, which will examine current employee skills, finding mentors and tailoring our guidance for the leadership skills needed within an organization; (iii) development solutions, which will assist organizations to accelerate performance and increase productivity while enhancing company culture; and (iv) cultivating future leaders by focusing on our leader development program.

Due to the ~~Company~~coronavirus outbreak in China, ZDSE’s revenues in 2020 fell by 45% compared to 2019. Revenue for 2021 increased by 37% compared with that of 2020; however, due to recurrences of coronavirus in China, ZDSE’s revenues in 2021 were still 25% below its revenue for the fiscal year ended December 31, 2019. Beginning in January 2020, the emergence and wide spread of COVID-19 has resulted in quarantines, travel restrictions and the temporary closure of businesses in China and elsewhere. Since late July 2021, the Delta variant of COVID-19 has resurged in several provinces across China and the Omicron variant of COVID-19 has been detected and is rapidly increasing the proportion of COVID-19 cases it is causing. This has resulted in the complete lockdown of Shanghai with no end in sight. Consequently, the COVID-19 outbreak and its ~~subsidiaries.~~continuous resurgences together with governmental sanctions has deeply affected our business operations, financial condition and operating results.

The extent of the impact of the COVID-19 pandemic on our business, operations and program timelines will depend on certain developments, including the duration and spread of the outbreak and its impact on life and society in the PRC. We are closely monitoring its impact on us. See “Item 3 Key Information-Risk Factors”. We will continue to actively monitor the rapidly evolving situation related to COVID-19 and may take further actions that alter our business operations, including those that may be required by government authorities, or that we determine are in the best interests of our employees and shareholders. At this point, the extent to which the COVID-19 pandemic may impact our business and operations remains uncertain.

We prepare our financial statements in conformity with U.S. GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our condensed financial statements. Actual results could differ from those estimates made by management.

We believe that of our significant accounting policies, which are described in note 2 to our consolidated financial statements, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.

Revenue is reported net of business taxes and VAT. The educational services consist of training programs and courses. Tuition is generally paid in advance and is initially recorded as deferred revenue. The Company had ~~$509,385~~$119,028 and ~~$147,269~~$253,889 of deferred revenue as of December 31, ~~2019~~2021 and ~~2018,~~2020, respectively, which will be recognized as revenue within the next 12 months. Revenue is recognized proportionately as the instruction is delivered over the period of the course for the course fees collected.

(ii) Conference and exhibition planning service revenue derived from HHMT, which was established on August 25, 2020.

Conference and exhibition planning service revenue in 2021 and 2020 was $551,535 and $102,720, respectively. Revenue was approximately 32% of the total revenue in 2021.

(iii) Consulting service revenue derived from HEMC, which commenced business operations in the second half of 2020.

Consulting service revenue in 2021 and 2020 was $101,277 and $32,293, respectively. Revenue was less than 6% of the total revenue in 2021.

Revenue is generated through the delivery of services. Revenue is recognized when a client receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with clients. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount:

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the client. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to clients at a point in time, typically upon delivery.

For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.

Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of December 31, ~~2019 and 2018,~~2021, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality.

Accounts receivable represent tuition fees due from customers, which are typically collected within a short period of time. Other receivables are mainly comprised of a short-term loan to a third party, Dongguan Anxiang Technology Co., Ltd., and rental and utilities deposits paid for the Guangzhou and Liaoning office which are fully refundable.

The Company did not have any clients constituting 10% or more of the net revenues for the ~~years~~year ended December 31, ~~2019 and 2018.~~2021.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Effective January 1, 2019, the Company adopted this standard, which resulted in the recognition of right-of-use assets and operating lease liabilities of $453,708 and $712,088 as of December 31, 2021 and December 31, 2020, respectively.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments —- Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements.” This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after ~~December 15, 2019,~~January 1, 2023, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

The following discussion should be read in conjunction with the financial statements attached hereto as Exhibit 99.2.

For the Year Ended December 31, ~~2019~~2021 Compared to the Year Ended December 31 ~~2018~~2020

~~We generated $2,268,717 in~~Net revenue for the year ended December 31, ~~2019~~2021 was $1,705,225, compared to ~~$212,780~~$1,246,285 for the year ended December 31, ~~2018,~~2020, an increase of ~~$2,055,937~~$458,940 or ~~966%~~37%. ~~The increase was primarily due to business operations solely through our subsidiary, ZDSE, in the PRC. ZDSE was acquired by HGSL on June 27, 2018,~~

Education and ~~HGSL did not conduct any substantive operations before the acquisition. Therefore, only six months of~~training revenue ~~was being consolidated~~ for the year ended December 31, 2018. In addition, in January 2019, we set up two new branches in Shangdong and Liaoning in the PRC as a result of ZDSE’s expansion of our professional management coaching business. The two new branches provided 56 modules of training course2021 was $1,052,413, compared to $1,111,272 for the year ended December 31, ~~2019.~~2020, a decrease of $58,859 or 5%. The decrease was primarily due to the fact that, due to the government’s efforts to curb the ongoing COVID-19 pandemic, ZDSE was not allowed to offer in-person classes.

~~Cost of~~Exhibition planning service revenue ~~was $330,091~~ for the year ended December 31, ~~2019~~2021 was $551,535, compared to ~~$56,216~~$102,720 for the year ended December 31, ~~2018,~~2020, an increase of ~~$273,875~~$448,815 or ~~487%~~437%. The reason for the substantial increase in revenue during the year ended December 31, 2021 was that HHMT commenced business operations in the second half of 2020 and SJMC commenced business operations in the second half of 2021.

Consulting service revenue for the year ended December 31, 2021 was $101,277 compared to $32,293 for the year ended December 31, 2020, an increase of $68,984 or 214%. The reason for the increase in revenue was because HEMC commenced business operations in the second half of 2020.

Cost of revenue for the year ended December 31, 2021 was $537,427 compared to $371,488 for the year ended December 31, 2020, an increase of $165,939, or 45%. The increase ~~in cost of revenue was primarily~~is due to the ~~increase~~addition of two HHMT and SJMC businesses in ~~coaches’ fees and rental expense for additional venues rendered necessary by~~ the ~~increase in student enrollments and geographic expansion~~second half of ~~our coaching business.~~2021.

Gross profit for the year ended December 31, ~~2019~~2021 was ~~$1,938,626~~$1,167,798 compared with ~~$156,564~~$874,797 for the year ended December 31, ~~2018.~~2020. Gross profit accounted for ~~85%~~68% of our revenue for the year ended December 31, ~~2019,~~2021 compared with ~~74%~~70% for the year ended December 31, ~~2018. The increase in gross profit margin resulted from more efficient utilization of coaches, venues and other resources due to the increase in student enrollments.~~2020.

By far the most significant component of our operating expenses for both the year ended December 31, ~~2019~~2021 and ~~2018~~2020 was general and administrative expenses ($~~1,394,163~~1,228,669 and ~~$470,788,~~$1,111,748, respectively). The following table sets forth the main components of our general and administrative expenses for the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

We had a net ~~income~~loss of ~~$373,939~~$113,496 for the year ended December 31, ~~2019~~2021 compared to a net loss of ~~$279,281~~$240,580 for the year ended December 31, ~~2018, an increase~~2020, a decrease of ~~$653,220~~$127,090, or ~~234%~~53%. The ~~increase was primarily attributable to the fact that revenue and gross profit increased at a much higher rate than operating expenses~~decrease is due to the ~~relatively fixed nature~~addition of ~~our primary operating expenses. The overall lower increase rate~~two HHMT and SJMC businesses in the second half of operating expenses was offset by the increase in non-recurring expenses that in March 2019, the Company terminated the lease for the office in Shenzhen, PRC three months early of the one year term, which caused the forfeiture of the security deposit amounting to $27,260 and an impairment loss of leasehold improvements and equipment amounting to $55,919 for the year ended December 31, 2018.2021.

Our liquidity and working capital requirements primarily related to our operating expenses. Historically, we have met our working capital and other liquidity requirements primarily through a combination of cash generated from our operations and loans from related parties. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations and loans from related if and as needed, and other equity and debt financings as and when appropriate.

The following table sets forth our assets, liabilities and shareholders’ equity for the years ended December 31, 2020 and 2021 in SGD and, for 2021, in USD:

Our principal sources of ~~Liquidity~~liquidity have been cash generated from operating activities, loans from related parties and funds raised from financing activities. As of December 31, 2021, we had $184,596 in cash and cash equivalents. Our cash and cash equivalents consist primarily of bank deposits. We believe that our current cash and anticipated cash flow from operations, along with loans from related parties if and when needed, will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months.

During the year ended December 31, ~~2019, $1,016,347~~2021, $339,571 net cash was used in operating activities, compared to $647,279 provided by operating activities ~~compared to $90,698 used~~ in 2020. The Company resumed business after the COVID-19 lockdown in 2020 and, therefore, its operating ~~activities in 2018. This increase in~~income increased. During the amount of cash generated by operating activities was primarily attributable to the increase in net income ($373,939) and deferred revenue ($367,000) generated from the advance receipt from customers. $107,316year ended December 31, 2021, $63,145 was used in investing activities, as compared to ~~$68,721 provided by~~$189,584 used in investing activities in ~~2018,~~2020, and ~~$74,941~~$283,024 was ~~provided by~~used in financing activities, as compared to ~~$210,017~~$55,963 provided by financing activities in ~~2018.~~2020. The resulting change in cash for the year was ~~an increase~~a decrease of ~~$976,583~~$113,510 for ~~2019,~~2021, as compared to ~~an increase~~a decrease of ~~$189,210~~$867,687 for ~~2018.~~2020. The cash and cash equivalents balance on January 1, ~~2019~~2021 was ~~$189,210,~~$298,106, and on December 31, ~~2019~~2021 it was ~~$1,165,793.~~$184,596.

As of December 31, ~~2019,~~2021, we had ~~$1,626,216~~$1,485,545 in total liabilities, which was primarily comprised of ~~deferred revenue ($509,385) and~~ amount due to related parties ($~~444,802)~~674,537), non-current operating lease liabilities ($291,530), deferred revenue ($119,028) and current operating lease liabilities ($162,178), as compared to ~~$539,750~~$1,550,402 in total liabilities as of December 31, ~~2018,~~2020, which was primarily comprised of ~~deferred revenue~~non-current operating lease liabilities ($~~147,269) and~~441,532), amount due to related ~~party~~parties ($~~372,585)~~388,839), current operating lease liabilities ($270,556) and deferred revenue ($253,889).

We had revenues of ~~$2,268,717 and incurred a net income of $373,939 for the fiscal year ended December 31, 2019, compared to revenues of $212,780~~$1,705,225 and a net loss of ~~$279,281~~$113,496 for the ~~fiscal~~ year ended December 31, ~~2018.~~2021, compared to revenues of $1,246,285 and a net loss of $240,580 for the year ended December 31, 2020. In addition, we had a working capital deficit of ~~$81,701~~$321,038 and a stockholders’ ~~equity~~deficit of ~~$192,247,~~$128,463, compared to a working capital deficit of ~~$332,440~~$349,203 and stockholders’ deficit of ~~$178,436~~$24,671 at December 31, ~~2018.~~2020.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

In accordance with the National Bureau of Statistics of China, the year-over-year percentage changes in the consumer price index for March ~~2018,~~ 2019, 2020 and ~~2020~~2021 were ~~2.1%~~2.3%, ~~2.3%~~4.3% and ~~4.3%~~4.4%, respectively. Inflation in China has not materially affected our profitability and operating results. However, we can provide no assurance that we will be unaffected by higher inflation rates in China in the future.

As an exempt company limited by shares, we are not subject to taxation in the Cayman Islands on income arising in or derived from other jurisdictions.

On July 3, 2019, we completed the Share Exchange whereby ZDSE, a PRC company, became our sole operating subsidiary. ZDSE is a general VAT taxpayer with a tax rate of 6%; its three branch companies are small-scale taxpayers with a tax rate of 3%. The corporate income tax rate in China is generally 25%; however, it may be as low as 5% to 10% for small and micro enterprises that meet certain conditions. ~~We had utilized early losses that offset profits in 2019, our~~Our income tax ~~in 2019~~for the year ended December 31, 2020 was ~~$165,268.~~$15,187 and for the year ended December 31, 2021 it was $9,024.

Efforts by the Chinese government to increase tax revenues could result in decisions or interpretations of the tax laws by the Chinese tax authorities that are unfavorable to us and which increase our future tax liabilities or deny our expected refunds. Changes in Chinese tax laws or their interpretation or application may subject us to additional Chinese taxation in the future.

Dividends, if any, paid to any United States resident or citizen shareholder are treated as dividend income for United States federal income tax purposes. Such dividends are not eligible for the ~~70%~~50% dividends-received deduction allowed to United States corporations on dividends from a domestic corporation under Section 243 of the United States Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Various Internal Revenue Code provisions impose special taxes in certain circumstances on non-United States corporations and their shareholders. You are urged to consult your tax advisor with regard to such possibilities and your own tax situation.

In addition to United States federal income taxation, shareholders may be subject to state and local taxes upon their receipt of dividends.

We are not materially affected by foreign currency exchange rates. However, it is difficult to predict how market forces, or PRC or U.S. government policy, might affect our operations. There remains significant international pressure on the PRC government to adopt a substantial liberalization of its currency policy, which could result in a further and more significant change in the value of the RMB against the U.S. dollar. Limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. So far, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we potentially may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited, and we may not be able to successfully hedge our exposure at all. Furthermore, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency.

The names, titles and ages of the members of the Company’s and ZDSE’s Boards of Directors and their executive officers as of the date of this Annual Report are as set forth in the below tables.

~~No arrangement or understanding exists between any such director or officer~~ Our directors and ~~any other persons pursuant to which any director or executive officer was elected as a director or executive officer. Our directors~~those of ZDSE are elected annually and serve until their successors take office or until their death, resignation or removal. The executive officers serve at the pleasure of the respective Boards of Directors.

Mr. Junze Zhang’s election as Chairman of the Board of ~~Directors.~~Directors and his appointment to the positions of President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company occurred pursuant to the terms of the Share Exchange Agreement.

Mr. Junze Zhang has served as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board since July 2019. He also served as Chief Financial Officer until May 19, 2020, when the Company hired Xiaoyan Xia to fill that position. Since May 1, 2018 he has been employed as General Manager of HEMC and since 2016, he has worked as a chairman in ~~Huahui Group Stock Limited.~~HGSL. He led and formulated the long-term development strategy for ~~the company,~~HGSL, while orchestrating internal and external changes. He also organized the company’s overall strategy, explored executive coaching market opportunities and led the innovation during the development of the company. From 1998 to 2016, Mr. Zhang worked as a chairman in Puning Fageer Clothing Co., Limited where he was responsible for the overall operation of the factory. Mr. Zhang obtained a Bachelor’s degree in Economics & Management in 1996 from Sun Yat-sen University in Guangzhou.

Since 2010, Mr. Zhang has been a member of the Shenzhen Chaoshang chamber of commerce. From 2014 to 2018, Mr. Zhang was the VP of Shenzhen Longgang District private enterprise chamber of commerce and the Vice-President of the Shenzhen Longgang District Financial chamber of commerce. From 2018 to the present, Mr. Zhang has been the honorary chairman of the Shenzhen Longgang District private enterprise chamber of commerce. Mr. Zhang has been a member of the Board of Directors of China Huiying United Supply ChainGroup Co., Limited since January 2016 and a member of the Board of Directors of China Supply Chain Holdings Limited (FKAYat Sing Holdings Limited), a Cayman Islands company that trades on the Hong Kong Stock Exchange, since December 2019.

Ms. Liqin Liu has served as the Company’s Chief Financial Officer since December 2021. Prior to joining the Company, Ms. Liu served as Chief Financial Officer for ZTE Group Finance Co., Limited from January 2018 to November 2021. From March 2014 to December 2017, she worked as Financial Director for Zhongxing Telecommunication Equipment Corporation and from October 2006 to March 2014, she served as Financial Director for the Shenzhen Branch of the Bank of Tokyo-Mitsubishi UFJ(China) Co.,Ltd. Ms. Liu holds a Bachelor’s degree in Accounting from South China University of Technology and is a Certified Public Accountant.

Mr. Zhongpeng Chenbecame a director of the Company in November 2017. From 1996 to 2006, Mr. Chen worked as a general manager in Shenzhen Peng Fa Freight Department. As a general manager, he was responsible for the overall operation of the factory. Mr. Chen has worked as a chairman in Shenzhen Hua Peng Fa Logistics Limited since 2006, and in 2017 he was appointed Chief Executive Officer, President, Secretary, Treasurer and Chairman of the Board of Directors of that company. He leads the development of the company’s strategy, adjusting that strategy according to changes in the internal and external environment. Moreover, he oversees the implementation of the company’s overall strategy, explores market opportunities and leads innovation and change within the company. Mr. Chen obtained a Master’s degree in Business Administration in 2013 from the Graduate School of Tsinghua University in Shenzhen.

Officers, Directors and Key Employees of Zhongdehui (Shenzhen) Education Development Co., Limited

Mr. Qing Zuo has been employed by ZDSE since 2016. Mr Zuo obtained a graduate degree in Coaching Theory at Fudan University in 2016 and the Diploma of Foundation in Psychology from Hong Kong Shue Yan University in January 2019. He is the general manager of ZDSE and has 20 years of experience as a business manager. He is also a promoter of the company’s charitable activities. With his passion for business management, he hopes to improve his clients’ management skills, improve clients’ leadership skills and lead ZDSE in the corporate management industry. ZDSE will continue to carry out charitable activities, and Mr. Zuo hopes to help more orphans and poor children including helping them get a better education opportunity.

~~Ms. Mengling Zhang~~ has been employed by ZDSE since 2016. As a Psychology graduate of Hong Kong Shue Yan University, a corporate-coaching consultant and an instructor of corporate-coaching consultants, Ms. Zhang serves as ZDSE’s module 2 and module 3 enterprise coaching senior consultant. Ms. Zhang has been committed to promoting ZDSE’s corporate culture, to research and development of modules and to leading our development and approach to emphasizing the psychology of leadership in our modules.

~~Mr. Kin Ling Martin Tsang~~has been employed as the head of ZDSE’s Guangzhou Branch and chief instructor for ZDSE since February 2019. From 2005 to 2018, Mr. Tsang was employed as a tutor by Huizhi Managerial Consulting Co. Ltd., Guangzhou. Prior to that time, he was employed as General Manager of Julong Technology Ltd., and as a computer engineer. Mr. Tsang holds an MBA degree from the University of Wales, UK, as well as a degree in computer science. He is currently a member of the Expert Committee of the China Enterprise Coach Federation.

~~Ms. Dong Yun Hu~~ has been employed by ZDSE’s Guangzhou Branch since March 2019. Prior to joining ZDSE, Ms. Yu was employed by Avnet, Inc. (China) as general manager of the Greater South/South West China Region. In that position, she was responsible for overall regional management of operations, human resources, sales, project management, technical support, channel development, AP/AR management, inventory control, customer relations and supplier services. Prior to her employment by Avnet, Inc., Ms. Yu held positions in management and human resources with various other companies of varying sizes including Bogart Lingerie (Guangzhou) Ltd., PING CHENG Advertising Co. Ltd. and Panyu GJM Garment Manufacturing Factory. Ms. Hu was graduated from Jinan University in engineering quality management, and completed her EMBA at SUN YAT-SEN University. She has several certifications, including Guangzhou Human Resources Management and Professional Certification Training.

~~Mr. Zhiyi Chen~~ has been employed by ZDSE’s Guangzhou Branch since March 2019. From 2013 through 2018, Mr. Chen was employed in Operations Management at Huizhi Managerial Consulting Co. Ltd. Prior to that, he held positions in hotel management with Shenzhen Maple-Leaf Investment Corporation and Guangzhou Hai Tao Hotel, as well as owning his own technology company. Mr. Chen is a graduate of Guangzhou Machine Tool Research Institute Staff College, where he studied Mechanical Engineering, and also holds an EMBA degree from SUN YAN-SEN University,.

Mr. Shaogang Yinhas been employed by ZDSE since May ~~2019.~~2019, originally as head of ZDSE’s Liaoning Branch and since February 1, 2021 as head of SYZDH and GZZDH. From 2001 until 2019, Mr. Yin was employed as general manager for Shenyang Shuangbai Enterprise Management Consulting Co. Ltd. where he was responsible for the full operation and management of the company. Mr. Yin has an undergraduate degree in business administration and the certificate of corporate coach, issued by the China Employment Training Technical Instruction Center. He was invited as the chief specialist by China National Training Network from April 22, 2018 to April 21, 2019.

~~Officers, Directors and Key Employees of Huahui (Shenzhen) Education Management Co., Limited~~

~~Mr. Junze Zhang~~~~’s biography is included under “--Officers and Directors of the Company,” above.~~

~~Mr. Shijie Yu~~ was hired as HEMC’s Chief Executive Officer in November 2019. Mr. Yu has worked in the field of education since 2014. Immediately prior to joining HEMC, Mr. Yu was employed by Weidong UTV Cloud Education, as Chief Executive Officer from October 2018 to May 2019 and as Vice President from October 2014 to October 2018. Weidong UTV Cloud Education focuses on the development and sales of Internet applications and information service operations in the education field, as well as smart terminal products, touch technology products, audio and video recording and broadcasting products, teaching software, cloud platforms and micro campuses. From July 2012 to September 2014, he was employed as Vice President of Operations for Aston Education Group, where, among other things, he was involved in investment and mergers and acquisitions, strategic planning, company financing, admissions and franchising. During Mr. Yu’s tenure, that company’s franchise business grew by approximately 200%. Mr. Yu holds a Bachelor’s degree in Business Administration from Qiqihar University.

Ms. Xiaoyan Xia has served as HEMC’s Chief Financial Officer since January 2, 2020. Ms. Xia was employed by HEMC as Finance Manager from May 2019 through December 2019. Prior to joining HEMC, Ms. Xia served as Finance Manager, Group Finance Department for Shenzhen Zhongqingbao Interactive Network Co., Ltd. from November 2017 to March 2018. From September 2013 to November 2017, she worked as Financial Controller for Shenzhen Kaihevo Technology Co., Ltd. and from November 2006 to September 2013, she held the position of Finance Manager for Onet Technology (Shenzhen) Co., Ltd. Ms. Xia holds a Bachelor’s degree in Accounting from Sout-Central University for Nationalities.

There are no family relationships among the directors or executive officers of either the Company or its subsidiaries.

The Company’s Board of Directors has not established any committees. The functions of the audit committee are currently performed by the Board of Directors, with assistance by expert independent accounting personnel. The Company is not currently subject to any law, rule or regulation requiring that it establish or maintain an audit committee. The Company believes that while its Board of Directors is capable of analyzing and evaluating financial statements and understanding internal controls and procedures for financial reporting, the Company would be well served to retain an independent director who would qualify as an “audit committee financial expert.” The Company’s Board of Directors intends at some point in the future to establish audit, nominating and compensation committees. The audit committee will be primarily responsible for reviewing the services performed by our independent auditors and evaluating our accounting policies and our system of internal controls. The nominating committee will be primarily responsible for nominating directors, setting policies and procedures for the nomination of directors and overseeing the creation and implementation of our corporate governance policies and procedures. The compensation committee will be primarily responsible for reviewing and approving salary and benefit policies (including stock options), including compensation of the Company’s executive officers.

The following table summarizes all compensation received by our directors and our Chief Executive Officer, President, Secretary and Chief Financial Officer and by the directors, executive officers and key employees of ZDSE in the years ended December 31, ~~2018~~2021 and ~~2019.~~2020.

We did not set aside or accrue any amounts to provide pension, retirement or similar benefits for directors and officers for the fiscal year ended December 31, ~~2019,~~2021, other than contributions to our Provident Fund Plan as social ~~insurances~~insurance and housing provident fund, which aggregated ~~$21,887~~$20,493 for officers and directors.

The Company has not issued any options or stock appreciation rights to any officers, employees or directors. Our directors and executive officers may receive share options at the discretion of our Board of Directors in the future.

We do not have any agreements for compensating our directors for their services in their capacity as directors.

We have formal employment agreements with our key employees and with our ~~sole~~ executive ~~officer.~~officers. The employment agreements are summarized below, and qualified by reference to the summaries of those employment agreements filed as Exhibits 10.7 through 10.10 to the Company’s Report on Form 6-K filed with the SEC on July 5, 2019, as Exhibits 10.11 through 10.13 to the ~~Company’s~~ Registration Statement on Form F-1 filed with the SEC on November 26, 2019 and as Exhibits 10.15 and 10.16 to ~~this~~the Company’s Annual Report on Form ~~20-F.~~20-F filed with the SEC on April 29, 2020.

Junze Zhang. Junze Zhang and the Company have entered into an Employment Agreement for an indefinite term commencing May 1, 2018. Under the Agreement, Mr. Zhang is paid a monthly salary of RMB 4,950, and additional monthly payments of RMB 5,050 for an aggregate monthly amount of RMB 10,000. Social insurance premiums and housing provident fund are paid by both the Company and Mr. Zhang. The Agreement may be terminated by mutual consent of the parties.

Liqin Liu. Liqin Liu’s Employment Agreement is for a fixed term that commenced December 22, 2021 and terminates on December 21, 2024. Under the Agreement, Ms. Liu is paid a monthly salary of RMB 14,000 and she is eligible for a performance bonus of RMB 6,000 and a perfect attendance award of RMB 100. Social insurance premiums and housing provident fund are paid by both the Company and Ms. Liu.

Qing Zuo. Qing Zuo’s Employment Agreement is for a term that commenced February 1, ~~2019~~2021 and terminates on January 31, ~~2021,~~2026, unless renewed by mutual agreement or terminated by either party under certain specified conditions. Mr. Zuo’s compensation is set forth in the company payroll, but may not be less than minimum wage, and he is entitled to overtime compensation for hours worked in excess of 40 hours per week.

~~Mengling Zhang.~~Shaogang Yin. ~~Mengling Zhang’s~~Shaogang Yin’s employment as head of GZZDH is pursuant to an Employment Agreement that is for a term that commenced April 18, 2016 and terminates on April 17, 2021, unless renewed by mutual agreement or terminated by either party under certain specified conditions. Ms. Zhang’s compensation is set forth in the company payroll, but may not be less than minimum wage, and she is entitled to overtime compensation for hours worked in excess of 40 hours per week.

~~Kin Ling Martin Tsang.~~ ~~Kin Ling Martin Tsang’s Employment Agreement is for a term which commenced~~ February 1, ~~2019~~2021 and terminates on January 31, 2024. Mr. Yin is also employed as head of SYZDH pursuant to an Employment Agreement that is for a term that commenced February 1, 2021 ~~unless renewed by mutual agreement or terminated by either party under certain specified conditions. Mr. Tsang~~and terminates on January 31, 2022. He is paid a monthly salary of RMB ~~10,000.~~

~~Dong Yun Hu.~~~~Dong Yun Hu’s~~10,000 pursuant to each Employment Agreement, is for ~~a term that commenced March 1, 2019 and terminates on February 28, 2022, unless renewed by mutual agreement or terminated by either party under certain specified conditions. Ms. Hu is paid a~~an aggregate monthly salary of RMB ~~12,000.~~20,000.

~~Zhiyi Chen.~~EmployeesZhiyi Chen’s Employment Agreement is for a term that commenced March 1, 2019 and terminates on February 28, 2022, unless renewed by mutual agreement or terminated by either party under certain specified conditions. Mr. Chen is paid a monthly salary of RMB 10,000.

~~Shaogang Yin.~~ Shaogang Yin’s Employment Agreement is for a term that commenced May 1, 2019 and terminates on April 30, 2022, unless renewed by mutual agreement or terminated by either party under certain specified conditions. Mr. Yin is paid a monthly salary of RMB 10,000.

~~Shijie Yu.~~ Shijie Yu’s Employment Agreement is for a fixed term that commenced November 22, 2019 and terminates on November 21, 2024. Under the Agreement, Mr. Yu is paid a monthly salary of RMB 10,430 and he is eligible for a performance bonus of RMB 4,470 and a perfect attendance award of RMB 100. Social insurance premiums and housing provident fund are paid by both the Company and Mr. Yu.

~~Xiaoyan Xia.~~Xiaoyan Xia’s Employment Agreement is for a fixed term that commenced January 2, 2020 and terminates on January 1, 2021. Under the Agreement, Ms. Xia is paid a monthly salary of RMB 8,330 and she is eligible for a performance bonus of RMB 3,570 and a perfect attendance award of RMB 100. Social insurance premiums and housing provident fund are paid by both the Company and Ms. Xia.

As of ~~the end of 2019~~December 31, 2021 we employed a total of 6249 persons, 5232 of whom are employed by ZDSE. Employees are not covered by collective bargaining agreements. We consider our labor practices and employee relations to be good.

We are not directly or indirectly owned or controlled by any foreign government or by another corporation. The following table sets forth the number of the Company’s ordinary shares beneficially owned as of April 1, ~~2020~~2021 by (i) those persons or groups known to beneficially own more than 5% of our ordinary shares; (ii) each executive officer and director; and (iv) all directors and executive officers as a group. The information is determined in accordance with Rule 13d-3 promulgated under the Exchange Act. Under those rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days of the date hereof, through the exercise or conversion of any stock option, convertible security, warrant or other right. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.

Except as indicated below, the stockholders listed possess sole voting and investment power with respect to their shares.

There are no arrangements known to us that may at a subsequent date result in a change in control of the Company.

Pursuant to a Share Exchange Agreement dated July 2, 2019, the Company issued 300 million of its Ordinary Shares to the HGSL Shareholders, constituting 99.1% of our issued and outstanding shares after the Share Exchange. The shares were issued in exchange for 100% of the outstanding shares of common stock of HGSL. Prior to the Share Exchange, Mr. Junze Zhang, a director of the Company, was the record and beneficial owner of 10% of the outstanding shares of HGSL and, accordingly, he received 30,000,000 Ordinary Shares of the Company pursuant to the Share Exchange.

Mr. Qing Zuo, the Chairman of the Board of ZDSE, made advances aggregating $83,409 to ZDSE during the fiscal year ended December 31, 2017. Mr. Zuo and two companies controlled by him made further advances aggregating $96,916 and $147,673 to ZDSE during the fiscal years ended December 31, 2018 and 2019, respectively. The amounts owed to Mr. Zuo and his affiliates as of the fiscal years ended December 31, 2017, 2018 and 2019, were as follows:

During the fiscal year ended December 31, 2018, Mr. Zuo and ~~his affiliated~~two companies controlled by him advanced $96,916 to ZDSE, were repaid $576 and agreed to waive repayment and to make an additional capital contribution to ZDSE of $51,801. During the year ended December 31, 2019, Mr. Zuo and his affiliates made advances to ZDSE aggregating $147,673 and were repaid $268,748 of the total amounts advanced. Mr. Zuo did not make any advances during the year ended December 31, 2020. During the year ended December 31, 2021, Mr. Zuo advanced $15,499 to ZDSE and was repaid $8,850. The amounts owed to Mr. Zuo and his affiliates as of December 31, 2017, 2018, 2019, 2020 and 2021 were as follows:

December 31, 2017	$	83,409
December 31, 2018	$	121,533
December 31, 2019	$	0
December 31, 2020	$	0
December 31, 2021	$	6,750

Ms. Mengling Zhang, the General Manager of ZDSE, made advances to ZDSE during the fiscal year ended December 31, 2017 in the amount of $213,867. Ms. Zhang made further advances to ZDSE during the fiscal years ended December 31, 2018, 2019 and ~~2019.~~2020. The amounts owed to Ms. Zhang as of December 31, 2017, 2018, 2019 , 2020 and ~~2019,~~2021 were as follows:

During the fiscal year ended December 31, 2018, Ms. Zhang advanced $56,612 to ZDSE, was repaid $400,222 and agreed to waive repayment and to make an additional capital contribution to ZDSE of $147,239. During the year ended December 31, 2019, Ms. Zhang advanced $13,840 to ZDSE and was repaid the amount owed to her of $50,221. Ms. Zhang did not make any advances during the year ended December 31, 2021.

As of December 31, 2018, Mr. Junze Zhang, HGSL’s President, was owed $182,093 for advances to that ~~company and during~~company. During the year ended December 31, 2019 he made advances in the aggregate amount of ~~$264,836.~~$264,836 and during the year ended December 31, 2020 he advanced an additional $116,343 and was repaid an aggregate of $172,306. As of December 31, 2021, and after adjusting for differences in exchange rates, Mr. Zhang was owed $667,787 by the Company. All of the above advances are interest-free, unsecured and have no fixed repayment term.

As of December 31, 2018, Mr. Zihua Wu, a former director of the Company, was owed $32,440 for advances to the Company and during the year ended December 31, 2019 he made advances of $3,500. The advances were interest-free, unsecured and had no fixed repayment term. The Company paid the balance owed to Mr. Wu of $35,940 in September 2019.

During the years ended December 31, 2017 and 2018, ZDSE paid coaching fees of $2,726 and $13,320, respectively, to Mr. Qing Zuo and $1,969 and $18,057, respectively, to Ms. Mengling Zhang. Beginning July 1, 2018, Mr. Zuo and Ms. Zhang agreed to provide free coaching services to ZDSE.

Effective September 1, 2018, Weifang Dijinli Jinde Investment Development Co., Ltd., the owner of the property where ZDSE’s Shandong branch is located (the “Lessor”), leased the property to an entity with which Mr. Qing Zuo was affiliated. That entity subleased the property to ZDSE’s Shandong Branch from March 1, 2019 to August 31, 2019, for the same rental payment. As of June 17, 2019, Mr. Zuo is no longer an affiliate of that entity, and as of September 1, 2019, the lease runs directly from the Lessor to ZDSE’s Shandong Branch.

Our Consolidated Financial Statements are set forth under Item 18. – “Financial Statements.”

Our shares were quoted on the OTCQB under the symbol “HHEG.” However, the shares are not currently trading. The Company has filed a registration statement with the SEC under the Securities Act in order to register shares for resale that are currently held by shareholders of the Company in order for trading to occur in the future. There is no established public trading market for our shares, and there can be no assurance that a trading market will be developed and if developed that it will be sustained.

The following table sets forth the quarterly high and low bid prices for our shares from October 15, 2016 to June 30, 2019, and are based upon sporadic trading on the OTCQB. The prices set forth below represent inter-dealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions.

Our shares are not currently trading as a result of the Share Exchange. Of our 302,734,900 ordinary shares issued and outstanding as of April ~~1, 2020,~~15, 2021, 1,500 shares were held in the United States by ~~one holder~~three holders of record. We have 5657 shareholders of record.

The transfer agent and registrar for the ordinary shares of the Company is V Stock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598; telephone: 212-828-8436, toll-free: 855-9VSTOCK; Facsimile: 646-536-3179.

We are a Cayman Islands exempted company with limited liability and our affairs are governed by our Memorandum and Articles of Association, the Companies Law (Revised) and the common law of the Cayman Islands, our corporate governance documents and rules and regulations of the stock exchange on which our shares are traded.

Our authorized capital is $50,000, consisting of 500,000,000 shares, $0.0001 par value per share. The Board of Directors has the right, in its absolute discretion and without approval of the existing shareholders, to issue shares, grant rights over existing shares or issue other securities in one or more series as it deems necessary and appropriate and to determine designations, powers, preferences, privileges and other rights, including dividend rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers and rights associated with the shares held by existing shareholders, at such times and on such other terms as it deems proper. No preferred shares have been issued.

As of the date of this Annual Report, there are 302,734,900 of our Ordinary Shares issued and outstanding, 300,000,000 of which were issued in July 2019 in consideration for 100% of the outstanding shares of HGSL pursuant to the Share Exchange. All shares are fully paid. We do not have any options to purchase shares or any preferred shares outstanding.

We are registered in the Cayman Islands and have been assigned company number 346267 in the register of companies. Our registered office is ~~Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town,~~Harneys Fiduciary, 3^rd Floor Harbour Place, 103 South Church Street, Grand Cayman, ~~KYI–9008,~~ Cayman ~~Islands.~~Islands, KY1-1002. The objects for which the Company was established are unrestricted and the Company has full power and authority to carry out any object that is not prohibited under Cayman Islands law as set forth in Paragraph 4 of our Memorandum of Association. As a Cayman Islands exempted company, we are (subject to certain qualifications) prohibited from trading in the Cayman Islands with any person, firm or corporation except in furtherance of our business carried on outside the Cayman Islands, owning land in the Cayman Islands and making any invitation to the public in the Cayman Islands to subscribe for any of our shares or debentures. We do not believe that these restrictions materially affect our operations.

Under our Memorandum and Articles of Association, the objects of our Company are unrestricted and we have the full power and authority to carry out any object not prohibited by the law of the Cayman Islands.

Paragraph 107 of our Articles of Association (our “Articles”) provides that a director who is in any way, whether directly or indirectly, interested in a contract or a proposed contract with the Company shall declare the nature of his interest at a meeting of the directors or by general notice to the directors. The director may vote in respect of the contract or arrangement notwithstanding his interest therein and his vote shall be counted, and he may be counted in the quorum at any meeting at which the contract or arrangement is considered. Paragraph 86 of the Articles allows the directors to vote compensation to themselves in respect of services rendered to the Company. Paragraph 98 of the Articles provides that the directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party. Such borrowing powers can be altered by an amendment to the Articles. There is no provision in the Articles for the mandatory retirement of directors. Paragraph 85 of the Articles provides that directors are not required to own shares of the Company in order to serve as directors.

Our authorized share capital is $50,000, divided into 500,000,000 shares, $0.0001 par value. Holders of our Ordinary Shares are entitled to one vote for each whole share on all matters to be voted upon by shareholders, including the election of directors. Holders of our Ordinary Shares do not have cumulative voting rights in the election of directors. All of our fully paid Ordinary Shares are equal to each other with respect to dividend rights. Holders of our Ordinary Shares are entitled to receive dividends if and when declared by our Board of Directors out of funds legally available therefor under Cayman Islands law. In the event of our liquidation, the liquidator will, after having discharged the debts, if any, of the Company, divide among the shareholders on a pari passu basis, in specie or in kind, the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid. Holders of our Ordinary Shares have no preemptive rights to purchase any additional unissued Ordinary Shares. No preferred shares have been issued; however, the Board of Directors has the ability to determine the rights, preferences and restrictions of preferred shares at their discretion.

Paragraph 8 of the Articles provides that the powers, preferences and relative, participating, optional and other special rights of each series of preferred shares, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

Paragraph 153 of the Articles provides that our Memorandum and Articles of Association may be amended by a special resolution of members. A special resolution requires passage by a majority of not less than two-thirds of the shareholders entitled to vote on the matter, in person or, where proxies are allowed, by proxy at a general meeting of the Company or in writing by all of the shareholders entitled to vote.

Provisions in respect of the holding of annual general meetings and extraordinary general meetings are set out in Paragraphs 55 through 69 of the Articles and under the Companies Law (Revised) of the Cayman Islands. The directors may convene meetings of the members at such times and in such manner and places as the directors consider necessary or desirable, and they shall convene such a meeting upon the written request of members holding not less than one-third of the share capital of the Company as at that date carries the right to vote at general meetings of the Company.

Cayman Islands law and our Memorandum and Articles of Association impose no limitations on the right of nonresident or foreign owners to hold or vote our securities. There are no provisions in the Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.

Some provisions of our Articles may discourage, delay or prevent a change of control of our Company or management that shareholders may consider favorable, including provisions that:

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our Memorandum and Articles of Association for a proper purpose and for what they believe in good faith to be in the best interests of our Company.

Paragraph 6 of our Articles authorize our Board of Directors to issue additional Ordinary Shares from time to time as our Board of Directors shall determine, to the extent there are available authorized but unissued shares.

Paragraph 7 of our Articles also authorizes our Board of Directors to establish from time to time one or more series of preferred shares and to determine, subject to compliance with the variation of rights of shares provision in the Articles, with respect to any series of preferred shares, the terms and rights of that series, including:

Our Board of Directors may issue preferred shares without action by our shareholders to the extent there are authorized but unissued shares available. Issuance of additional shares may dilute the voting power of holders of our Ordinary Shares. However, no shares may be issued in excess of the authorized share capital specified in our Memorandum of Association and to the extent the rights attached to any class may be varied, the Company must comply with the provisions in our Articles relating to variations in rights of shares.

A copy of our Memorandum and Articles of Association was filed as Exhibit 3.1 to the Company’s Report on Form 6-K filed with the SEC on July 5, 2019.

On January 17, 2019, the Company (the “Nevada Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with its wholly-owned subsidiary, Huahui Education Group Limited (the “Cayman Company), an exempted company limited by shares which was formed under the laws of the Cayman Islands, in order to effect a change in the Company’s domicile from Nevada to the Cayman Islands. The Merger Agreement provided that, upon effectiveness of the merger, (i) the Nevada Company would be merged with and into the Cayman Company with the Cayman Company being the surviving company; (ii) each share of Common Stock of the Nevada Company would convert into the right to receive one ordinary share of the Cayman Company; and (iii) the officers and directors of the Nevada Company would be the officers and directors of the Cayman Company. The Plan of Merger was approved by the shareholders of both the Nevada Company and the Cayman Company. Pursuant to the Merger Agreement, the Company became a Cayman Islands exempted company as of February ~~22,~~26, 2019.

On July 2, 2019, the Company entered into a definitive Share Exchange Agreement with HGSL and the HGSL Shareholders, pursuant to which the Company acquired all of the outstanding Common Stock of HGSL in exchange for the issuance of 300,000,000 Ordinary Shares to the HGSL Shareholders. On July 3, 2019 (the “Closing Date”), HGSL became our wholly owned subsidiary and the HGSL Shareholders became the owners of approximately 99.1% of our voting shares. The Share Exchange Agreement was filed as Exhibit 2.1 to the Company’s Report on Form 6-K filed with the SEC on July 5, 2019.

Summaries of our employment contracts with executive officers and key employees are disclosed under “Compensation of Executive Officers and Directors – Employment Contracts” and were filed as Exhibits 10.7 through ~~10.11~~10.10 to our Report on Form 6-K filed with the SEC on July 5, ~~2019.~~2019, Exhibits 10.15 and 10.16 to our Annual Report on Form 20-F filed with the SEC on April 29, 2019, Exhibits 10.11 through 10.13 to the registration statement on Form F-1 filed with the SEC on November 26, 2019 and Exhibits 10.20 and 10.21 to the post-effective amendment to the registration statement on Form F-1 filed with the Securities and Exchange Commission on January 28, 2022.

Summaries of our leases are disclosed under “Our Business – Properties” and were filed as Exhibits 10.1 through 10.6 to our Report on Form 6-K filed with the SEC on July 5, 2019 and Exhibit 10.14 to the registration statement on Form F-1 filed with the SEC on November 26, 2019.

The government of the PRC imposes restrictions on the convertibility of the RMB and the collection and use of foreign currencies by Chinese entities. Under the current regulations, the RMB can be freely exchanged in current account transactions, including dividend distribution, interest payments and import and export of goods and services. However, the conversion of RMB into foreign currency and the conversion of foreign currency into RMB for capital account transactions, such as direct investment, securities investment and loans, generally require prior approval from the SAFE.

According to the current PRC regulations, foreign-invested enterprises, such as our subsidiaries in China, must apply for a Foreign Exchange Registration Certificate for Foreign-Invested Enterprise. With such a certificate, a foreign-invested enterprise may open foreign exchange bank accounts with banks authorized by SAFE to conduct foreign exchange business and may purchase, sell and remit foreign exchange through such banks, subject to documentation and approval requirements. Foreign-invested enterprises are required to open and maintain separate foreign exchange accounts for capital account transactions and current accounts. In addition, there are restrictions on the amount of foreign currency that foreign-invested enterprises can retain in such accounts.

There are no exchange control regulations or currency restrictions in the Cayman Islands.

No reciprocal tax treaty regarding withholding exists between the United States and the Cayman Islands. Under current Cayman Islands law, dividends, interest or royalties paid by us to individuals are not subject to tax. If we were to pay a dividend, we would not be liable to withhold any tax, but shareholders would receive gross dividends, if any, irrespective of their residential or national status.

Dividends, if any, paid to any United States resident or citizen shareholder are treated as dividend income for United States federal income tax purposes. Such dividends are not eligible for the 50% dividends-received deduction allowed to United States corporations on dividends from a domestic corporation under Section 243 of the Internal Revenue Code. Various Internal Revenue Code provisions impose special taxes in certain circumstances on non-United States corporations and their shareholders. You are urged to consult your tax advisor with regard to such possibilities and your own tax situation.

A foreign corporation will be treated as a passive foreign investment company (“PFIC”) for United States federal income tax purposes if, after applying relevant look-through rules with respect to the income and assets of subsidiaries, 75% or more of its gross income consists of certain types of passive income or 50% or more of the gross value of its assets is attributable to assets that produce passive income or are held for the production of passive income. For this purpose, passive income generally includes dividends, interest, royalties, rents (other that rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. We presently believe that we are not a PFIC and do not anticipate becoming a PFIC. This is, however, a factual determination made on an annual basis and is subject to change. If we were to be classified as a PFIC in any taxable year, (i) United States holders would generally be required to treat any gain on sales of our shares held by them as ordinary income and to pay an interest charge on the value of the deferral of their United States federal income tax attributable to such gain; and (ii) distributions paid by us to our United States holders could also be subject to an interest charge. In addition, we would not provide information to our United States holders that would enable them to make a “qualified electing fund” election under which, generally, in lieu of the foregoing treatment, our earnings would be currently included in their United States federal income.

In addition to United States federal income taxation, shareholders may be subject to state and local taxes upon their receipt of dividends. Further, non-U.S. shareholders may be subject to taxation upon their receipt of dividends in their tax jurisdiction.

You may read and copy documents referred to in this Annual Report on Form 20-F that have been filed with the SEC at the SEC’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also obtain copies of our SEC filings by going to the SEC’s website at http://www.sec.gov.

The SEC allows us to “incorporate by reference” the information we file with the SEC. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this Annual Report on Form 20-F.

The Company is currently not subject to significant interest rate risk due to its lack of outstanding loans or large deposit accounts.

The Chinese government’s control over the convertibility of the Ren Min Bi (RMB) may affect the value of your investment. The Chinese government regulates the exchange of foreign currency into RMB. In some cases, it also controls the remittances to China. Most of our income is charged in RMB, and the shortage of available foreign currency may limit our ability to pay dividends (if any) or other payments, or otherwise pay off foreign currency denominated debts (if any). According to China’s current foreign exchange regulations, current account items (including profit distribution, interest payments and trade-related transaction expenses) can be paid in foreign currency in accordance with certain procedures without prior approval from the State Administration of Foreign Exchange. When converting RMB into foreign currency and remitting it to China to pay for capital expenditures such as foreign currency loan repayments, it is necessary to obtain approval from relevant government departments.

We are exposed to foreign exchange risk, which can adversely affect our business and investor investments. As China faces international pressure to allow for a more flexible RMB exchange rate, China’s and overseas economic conditions and financial market development, and China’s international balance of payments, the Chinese government has decided to further reform the RMB exchange rate system and increase the flexibility of the RMB exchange rate. Any appreciation or depreciation of RMB or other foreign currency that our operations face will affect our business in different ways. In such circumstances, our business, financial condition, results of operations and development prospects may be materially and adversely affected.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this Annual Report, our Chief Executive Officer and Principal Accounting Officer (the “Certifying Officer”), conducted an evaluation of our disclosure controls and procedures. Based on this evaluation, the Certifying Officer has concluded that our disclosure controls and procedures were not effective to ensure that material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the Exchange Act and the rules and regulations promulgated thereunder.

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2019~~2020 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, ~~2019,~~2021, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, ~~2019~~2021 based on criteria established in Internal Control- Integrated Framework issued by COSO.

During the period ended December 31, ~~2019,~~2021, there was no change in the Company’s internal control over financial reporting period covered by this Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Due to our size, limited number of employees, the fact that we presently ~~only~~ have only two directors and ~~one officer~~three officers and are still in the development stage of our operations, the Company has not yet adopted a Code of Ethics which applies to our directors, officers, employees and representatives. We intend to adopt a code of ethics in the future when and if our circumstances warrant.

The following are the fees billed to us by our auditors during the fiscal year ended ~~June 30, 2018, the Transition Period~~December 31, 2021 and the fiscal year ended December 31, ~~2019:~~2020:

Audit Feesconsist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms ~~10-Q~~6-K and for any other services that were normally provided by our independent auditor in connection with our statutory and regulatory filings or engagements.

Audit Related Feesconsist of the aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees.

Tax Feesconsist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. Included in such Tax Fees are fees for preparation of our tax returns and consultancy and advice on other tax planning matters.

All Other Feesconsist of the aggregate fees billed for products and services provided by our independent auditor and not otherwise included in Audit Fees, Audit Related Fees or Tax Fees. Included in such Other Fees would be fees for services rendered by our independent auditor in connection with any private and public offerings conducted during such periods.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Effective as of July 16, 2018, the Company dismissed TAAD LLC (“TAAD”) as our independent registered public accounting firm. The reports of TAAD on our financial statements for the fiscal years ended June 30, 2017 and for the period August 25, 2016 through July 16, 2018 did not contain an adverse opinion or disclaimer of opinion, and they were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports included a going concern qualification. During our fiscal years ended June 30, 2017 and the subsequent interim period preceding their dismissal, there were no disagreements with TAAD, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of TAAD, would have caused them to make reference to the subject matter of the disagreement in connection with their report on our financial statements.

On July 16, 2018, the Company engaged PAN-CHINA SINGAPORE PAC as its independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ended June 30, 2018.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Financial Statements of Huahui Education Group Limited for the years ended December 31, ~~2018~~2021 and ~~2019~~2020

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf

To the Board of Directors and Stockholders of Huahui Education Group Limited:

We have audited the accompanying consolidated balance sheet of Huahui Education Group Limited together with its subsidiaries (“the Company”) as of December 31, ~~2019~~2021 and ~~2018,~~2020, and the related consolidated statements of Income (loss) and comprehensive Income (loss), stockholders’ equity, and cash flows for the ~~year~~years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2019~~2021 and ~~2018,~~2020, and the results of its operations and its cash flows for the ~~year~~years then ended, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company incurred losses from operations, has net current liabilities, accumulated deficits and net cash used in operating activities that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The Company has significant transactions with related parties, which are described in Note 1011 to the financial statements. Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis, as the requisite conditions of competitive, free market dealings may not exist.

AUDITED CONSOLIDATED STATEMENTS OF ~~CHANGES IN EQUITY (DEFICIT)~~CASH FLOWS

HUAHUI EDUCATION GROUP CORPORATION, formerly DUONAS CORP. (“HHEG Nevada” or ~~the “Company”~~“Nevada Company”) was incorporated in the State of Nevada on September 19, 2014 to start business operations concerned with production of stylish decorative items made from concrete, such as: different sculptures, candleholders, lamps, tabletops, bookcases, vases of different shapes and forms, decorations for the garden; and subsequent selling thereof.

A change of control took place on November 2, 2017 from Vladyslav Beinars. Control was obtained by the sale of 2,000,000 shares of ~~the~~Nevada Company common stock from Vladyslav Beinars to Zhongpeng Chen, Shuiyu Zhong, Xihan Huang, Meihua Zhuang, Peina Huang, Yanru He, Yin Ao, Zhanpeng Fang, Liming Huang, Chuhong Huang, Xiaodong Du, Qiaohong Xie, Lizhen Huang, Liyu Zhang, Chuhua Chen, Meina Xie, Meiyun Wang, Ning Xie, Lirong Zhang, Chan Li, Qiongju Ou, Xijuan Huang, Yihao Chen, Huilin Chen, Yulan Chen, Yixiong Chen, Qixia Yao, Baoquan Huang, Wei Xiong, Changli Huang and Wu Lin. In connection with the transaction, Vladyslav Beinars released the Company from all debts owed.

Through October 22, 2017, ~~the~~Nevada Company’s primary business activity was production of stylish decorative items made from concrete, such as: different sculptures, candleholders, lamps, tabletops, bookcases, vases of different shapes and forms, decorations for the garden; and subsequent selling thereof. ~~Going forward, the~~Subsequently, Nevada Company’s operations ~~will be~~were determined and structured by the new investor group. As such, at December 31, 2018, ~~the~~Nevada Company accounted for ~~these~~the related assets, liabilities and results of operations up to October 22, 2017 as discontinued operations.

On February 22, 2019, ~~the~~Nevada Company completed the process of redomiciling ~~the Company~~ from Nevada to the Cayman Islands. The Board of Directors ~~has~~had established a ~~wholly-owned~~wholly owned subsidiary in the Cayman Islands named HUAHUI EDUCATION GROUP LIMITED (“HHEG Cayman” or “Company”), and merged ~~the~~Nevada Company into HHEG Cayman. HHEG Cayman is the surviving company. There was no change in the number of outstanding shares of ~~the~~Nevada Company’s Common Stock and that each share of HHEG Nevada Common Stock was converted into one ordinary share of HHEG Cayman.

On July 2, 2019, the Company’s board of directors unanimously approved ~~to modify~~modifying the Company’s accounting fiscal year end from June 30 to December 31.

On July 3, 2019 (the “Closing Date”), ~~HUAHUI EDUCATION GROUP LIMITED (the “Company”),~~HHEG Cayman, an exempted company limited by shares under the laws of the Cayman Islands, closed on a share exchange (the “Share Exchange”) with HUAHUI GROUP STOCK LTD, (“HGSL”), a Seychelles company limited by shares, and HUAHUI GROUP (HK) CO., LTD (“HGHK”), a company with limited liability formed under the laws of Hong Kong and a wholly owned subsidiary of HGSL. As a result, HGHK is now a wholly owned subsidiary of the Company. Under the Share Exchange Agreement, on the Closing Date, the Company issued a total of 300,000,000 of its ordinary shares to the HGSL Shareholders in exchange for ~~100%~~100% of the common stock of HGSL. After the closing, the HGSL Shareholders own approximately ~~99.1%~~99.1% of the Company’s outstanding shares and the former shareholders of the Company own approximately ~~0.9%~~0.9%. Mr. Zihua Wu, the former sole officer and director of the Company, resigned from all positions with the Company immediately before the closing of the Share Exchange and Mr. Junze Zhang was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer and Secretary, as well as a director. Mr. Zhongpeng Chen also was appointed a director of the Company. As a result of the Share Exchange, HGSL became the ~~wholly-owned~~wholly owned subsidiary of the Company and ZHONGDEHUI (SZ) DEVELOPMENT CO., LTD (“ZDSE”), HGSL’s indirect, wholly-owned subsidiary, became the Company’s sole operational business. Consequently, the Company believes that the Share Exchange has caused the Company to cease to be a shell company.

ZDSE was incorporated as a limited company in the Peoples’ Republic of China (the “PRC”) on January 19, 2016. ZDSE is a professional management coaching organization engaged in researching, developing and applying methods for helping individuals to improve their personal and professional leadership skills and effectiveness. ZDSE’s clients consist of executive managers from large scale, small and medium-sized enterprises, as well as professionals and employees in various fields. The Company conducts business in one segment which is the provision of educational services in the PRC.

Shenzhen Huahui Media Technology Co., Ltd. (“HHMT”), established in August 25,2020. Huahui Media’s business projects include: cultural exchange event planning; conference planning; corporate image planning; marketing planning; exhibition planning; stage lighting, audio equipment, display equipment, and technology development and sales, leasing, and door-to-door integration of multimedia teaching systems Installation, on-site maintenance, etc. HHMT has one wholly-owned subsidiary, Shenzhen Jiarui Media Co., Limited (“SJMC”), which was formed on June 4, 2021 under the laws of the PRC. SJMC’s principal business is essentially the same as that of HHMT.

As of ~~June 30, 2019,~~December 31, 2021, the Company’s subsidiaries are as follows:

The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”).

The ~~accompanying~~Company incurred net loss of $113,496 for the years ended December 31, 2021. As of December 31, 2020, the Company had net current liability of $321,038 and a deficit on total equity of $128,463. Net cash used in operating activities was $339,571.

The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements ~~are presented on~~do not include any adjustments to the ~~basis~~recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company expects to finance operations primarily through cash flow from revenue and capital contributions from the CEO. During the year, the CEO has provided financial support for the operations of the Company. In the event that the Company isrequires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the CEO has indicated the intent and ability to provide additional equity financing.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern ~~assumption contemplates~~is dependent on the ~~realization~~Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of ~~assets and~~recurring revenues can be generated. There can be no assurance that the ~~satisfaction~~Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of ~~liabilities in the normal course~~this uncertainty.

The consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are all entities over which the Company has control. Control exists when the Company has the power over the entity, exposure, or rights to variable returns from involvement in the entity, and the ability to use power over the entity to affect returns through its power over the entity. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the valuation allowance for deferred tax assets, economic lives and impairment of leasehold improvements and equipment, allowance for doubtful accounts and etc. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

Business combinations are recorded using the acquisition method of accounting. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred.

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at bank at December 31, ~~2019~~2021 and ~~2018.~~2020.

The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business.

An item of leasehold improvement and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any).

The cost of an item of leasehold improvement and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period.

The cost of replacing part of leasehold improvement and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred.

Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows:

The assets’ residual value, useful lives, and depreciation method are regularly reviewed.

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of leasehold improvement and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

On ~~January 1, 2012,~~March 23, 2016, the ~~PRC~~ Ministry of Finance and the State Administration of Taxation ~~officially launched~~issued a pilot VAT reform program (“Pilot Program”), applicable to businesses in selected industries. Such VAT Pilot Program was phased in Beijing, Jiangsu, Anhui, Fujian, Guangdong, Tianjin, Zhejiang, and Hubei between September and December 2012. Business incircular on the ~~Pilot Program would pay VAT instead of sales tax. Starting from August 1, 2013, the Pilot Program was expanded to cover all regions in the PRC.~~Full Implementation of the ~~Pilot Program,~~Business Tax Levy of VAT Pilots. The circular indicates that since May 1, 2016, pilots for the ~~new enrollment system development services and other operating services which were previously subject to~~change of business tax ~~are therefore subject~~ to VAT athave been fully promoted throughout the country, and all business tax taxpayers, including ZDSE, were included in the scope of the pilot and were changed from paying business tax to paying VAT. According to notice No.36 (2016) issued by the Ministry of Finance and the State Administration of Taxation, the Comprehensive Project replaces Business Tax with Value-added Tax.

According to notice No. 13 (2019), the VAT small-scale taxpayers with monthly sales of less than RMB 100,000 are exempt from VAT. The implementation date of this paper is from January 1, 2019 to December 31, 2021. According to the “Notice of the State Administration of Taxation on Issues Concerning the Exemption of Value-Added Tax for Small and Micro Enterprises” (State Administration of Taxation Announcement No. 52 of 2017, now abolished), from January 1, 2018 to December 31, 2020 sales of small-scale VAT taxpayers shall not exceed RMB 100,000 (not exceed RMB 300,000 per quarter) and enjoy the preferential policy of exemption from VAT.

To support the novel coronavirus pneumonia prevention and control, and accelerate the resumption of work, The rate of ~~6% of revenue. The net VAT balance between input VAT and output~~small-scale VAT is ~~recorded as accrued expenses~~reduced from 3% to 1% (Announcement on the value added tax policy of supporting individual industrial and commercial households to return to work—Announcement No.13, 2020 of the Ministry of Finance and the State Administration of Taxation). This preferential tax rate will be implemented until December 31, 2021(Announcement No.7, 2021). All of HHEG’s company in ~~the Company’s financial statements.~~China current value-added tax for business is 1% (small-scale VAT taxpayer).

From May 2016 to July 2018, the Company is a small-scale taxpayer and in accordance with Cai Shui [2016] No. 68, the non-academic educational programs and services in short-term training schools are subject to a simple VAT collection method and apply for a 3% VAT rate. Since August 2018, the Company became general taxpayer and subject to a VAT rate of 6%.(i) Income Recognition

Revenue is reported net of business taxes and VAT. The educational services consist of training programs and courses. Tuition is generally paid in advance and is initially recorded as deferred revenue. The Company had ~~$509,385~~$119,028 and ~~$147,269~~$253,889 of deferred revenue as of December 31, ~~2019 and 2018,~~2021and 2020, respectively, which will be recognized as revenue within the next 12 months. Revenue is recognized proportionately as the instruction is delivered over the period of the course for the course fees collected.

Revenue is generated through delivery services. Revenue is recognized when a customer receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount:

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers as services are performed over the remaining contractual terms.

Other income, and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements.

The Company determines if an arrangement contains a lease at inception. The Company elected the practical expedient, for all asset classes, to account for each lease component of a contract and its associated non-lease components as a single lease component, rather than allocating a standalone value to each component of a lease. For purposes of calculating operating lease obligations under the standard, the Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. The Company’s leases do not contain material residual value guarantees or material restrictive covenants. Operating lease expense is recognized on a straight-line basis over the lease terms. The discount rate used to measure a lease obligation is usually the rate implicit in the lease; however, the Company’s operating leases generally do not provide an implicit rate. Accordingly, the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is an entity-specific rate which represents the rate of interest a lessee would pay to borrow on a collateralized basis over a similar term with similar payments.

The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the reporting period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retrospectively for all periods presented to reflect that change in capital structure.

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive ordinary shares as of December 31, ~~2019.~~2021.

The Company’s reporting currency is the U.S. dollar and the functional currency is the Chinese Renminbi (“RMB”). All assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity.

during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the statements of operations.

No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.

The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of the RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Over ~~99% and 80%~~99% of the Company’s cash and cash equivalents are in RMB as of December 31, ~~2019~~2021 and ~~2018,~~2020, respectively.

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when valuing the asset or liability. Authoritative literature provides a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist primarily of cash and cash equivalents and accounts payable. The carrying amounts of cash and cash equivalents, accounts payable and amount due to related parties approximate their fair values due to the short-term maturities of these instruments.

Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods.

The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities, net of operating loss carry forwards and credits, by applying enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in the statements of operations in the period of change.

The Company accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses. The Company did not record uncertain tax positions as of December 31, ~~2019~~2021 and ~~2018~~2020 as the amounts were immaterial.

Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of comprehensive income.

Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash ~~equivalents.~~ equivalents, accounts receivables and other receivables.

As of December 31, ~~2019,~~2021, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality.

Accounts Receivable represent tuition fees due from company customers, typically are collected within a short period of time. Other receivables mainly represent short-term loans to other companies with interest charged, rental and utilities deposit. Management believes it has no significant risk related to its concentration within its accounts receivable.

The Company did not have any customers constituting ~~10%~~10% or more of the net revenues during the year ended December 31, ~~2019.~~2021.

Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration that a company expects to be entitled to in exchange for the goods or services. To achieve this principle, a company must apply five steps including identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) the company satisfies the performance obligations. Additional quantitative and qualitative disclosure to enhance the understanding about the nature, amount, timing, and uncertainty of revenue and cash flows is also required. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the following two aspects of ASU 2014-09: identifying performance obligations and licensing implementation guidance. The effective date of ASU 2016-10 is the same as the effective date of ASU 2014-09. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2019 and 2018.

In January 2016, the FASB issued a new pronouncement ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.

ASU 2016-01 was further amended in February 2018 by ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU 2016-01. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued.

ASU 2016-01 and ASU 2018-03 are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Adoption of the amendment must be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for amendments related to equity instruments that do not have readily determinable fair values which should be applied prospectively. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements as of December 31, 2019 and 2018.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach.Effective January 1, 2019, the Company adopted this standard resulted in the recognition of right-of-use assets of ~~$415,770~~$453,708 and operating lease liabilities of ~~$415,770 million.~~

In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU on update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method each period presented. The Company adopted this ASU on January 1, 2018 and determined it had no impact on its consolidated financial statements $453,708as of December 31, ~~2019 and 2018.~~2021.

In January 2017, the FASB issued ASU 2017-01: Business Combinations (Topic 805): Clarifying the Determination of Business. The Update requires that when substantially all of the fair value of the gross assets acquired (or dispose of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this ASU on update (1) required that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim period within those periods. Early adoption of the amendments in this Update is allowed. The amendments in this Update should be applied prospectively on or after the effective date. No disclosure are required at transition. The Company adopted this pronouncement on its consolidated financial statements as of and for the year ended December 31, 2019 and 2018.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after ~~December 15, 2019,~~January 1, 2023, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

In June 2018, HUAHUI GROUP STOCK LIMITED (“HGSL”) entered into an equity transfer agreement relating to the acquisition of 100% of the equity of ZHONGDEHUI (SHENZHEN) EDUCATION DEVELOPMENT CO., LID (“ZDSE”). The acquisition was closed on June 27, 2018. The result of operations of ZDSE is included in the Company’s consolidated financial statements beginning on June 27, 2018.3. LEASEHOLD IMPROVEMENT AND EQUIPMENT, NET

~~The following represents the purchase price allocation at the dates of the acquisition:~~

Depreciation expense for the years ended December 31, ~~2019~~2021 and ~~2018 was $37,087 and $40,131, respectively~~

~~The Company recorded long-lived asset impairment losses of $55,919 during the year ended December 31, 2018, including $33,882 for leasehold improvement and $22,037 for the furniture.~~2020 was $45,448and $39,051, respectively. The Company did not record any long-lived asset impairment losses during the ~~year~~years ended December 31, ~~2019.~~2021 and 2020.

The Accounts receivable and allowance balances at December 31, 2021 and 2020 are as follows:

No allowance for doubtful accounts was made for the years ended December 31, 2021 and 2020.

Other receivables mainly ~~represent~~comprise short-term loan to a third party, Dongguan Anxiang Technology Co., Ltd. and rental and utilities ~~deposit~~deposits paid for the Guangzhou ~~office. The amount is~~and Liaoning office which are fully refundable.

Prepaid expenses and other current assets mainly represent prepaid consultancy fees for professional advice on business expansion plan.

The Company’s parent entity, HHEG Nevada is an U.S entity through February 2019 and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as HHEG had no United States taxable income for the years ended December 31, 2019 and 2018.

In February 2019, HHEG Nevada was redomiciled from Nevada to the Cayman Islands. ~~As a result of the redomicile, the accumulated tax loss of HHEG cannot be utilized against any taxable income in the United States available in the future.~~

HHEG Cayman is a tax-exempted company incorporated in Cayman Islands. Under the current laws of Cayman Islands, the Company is not subject to income, corporate or capital gains tax, and Cayman Islands currently have no form of estate duty, inheritance tax or gift tax. In addition, payments of dividends and capital in respect of their shares are not subject to taxation and no withholding will be required in the Cayman Islands on the payment of any dividend or capital to any holder of their shares, nor will gains derived from the disposal of their shares be subject to Cayman Islands income or corporation tax. No provision for income taxes in Cayman Islands has been made as the Company had no taxable income for the year ended December 31, ~~2019.~~2021 and 2020.

HGSL and HGCL are tax-exempted companies incorporated in Seychelles. Under the current laws of Seychelles, HGSL and HGCL are not subject to income, corporate or capital gains tax, and Seychelles currently have no form of estate duty, inheritance tax or gift tax. In addition, payments of dividends and capital in respect of their shares are not subject to taxation and no withholding will be required in the Seychelles on the payment of any dividend or capital to any holder of their shares, nor will gains derived from the disposal of their shares be subject to Seychelles income or corporation tax. No provision for income taxes in Seychelles has been made as HGSL and HGCL had no taxable income for the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

HGHK is incorporated in Hong Kong and is subject to an income tax rate of ~~16.5%~~16.5% for taxable income generated from operations in Hong Kong. No provision for income taxes in Hong Kong has been made as HGHK had no taxable income for the years ended December 31, ~~2019~~2021 and ~~2018.~~2020.

The Company’s PRC subsidiaries are subject to ~~25%~~25% standard enterprise income tax except for those accepted as deemed profit method enterprises, or qualified for small-scale enterprises, or granted preferential tax treatment. ~~No provision for income taxes in the PRC has been made on HEMC~~

ZDSE , HHMT and ~~HSEC as they had no taxable income~~SJMC enjoy a preferential tax rate of 2.5% for the years ended December 31, ~~2019~~2021 and ~~2018.~~10% for the year ended December 31, 2020.

Income taxes of ZDSE, isHHMT and SJMC are accrued at the ~~Company’s only operating subsidiary.~~tax rate of 2.5%. The ~~components~~deferred income tax assets of ~~provision for income taxes and~~ZDSE are calculated according to the preferential tax ~~charges~~rate of 5% for the years ended December, ~~31, 2019 and 2018 come solely from the~~2021.

The Company’s other subsidiaries have not recognized deferred income tax ~~jurisdiction in the PRC, which has a statutory tax rate of 25% (2018: 25%)~~

~~The effective tax rates was 31% and 14% for the years ended December 31, 2019 and 2018, respectively. A reconciliation of the effective tax rates from 25% statutory tax rates is as follows:~~

~~Note 1 Others mainly comprise of valuation allowance of $35,001 and $19,662~~assets as of December 31, ~~2019~~2021 and ~~2018, respectively. The Company determined the valuation allowance~~2020.

9. Loss on ~~an entity by entity basis. The valuation allowance, which is primarily related~~disposal of a subsidiary

In June, 2021, ZDSE sold 100% equity interest in Shenzhen Zhengxinhui Education Technology Co., Ltd.(“Zhengxinhui”) to ~~entities with net operating loss carry-forwards~~Xuyao (a unrelated third party), for ~~which the Company does not believe it will ultimately be realized.~~

Deferred tax assets and liabilities are offset when income taxes are related to the same fiscal authority. Deferred income taxes are calculated on all temporary differences under the asset and liability method using a ~~25% principal tax rate.~~

~~Deferred tax assets and temporary differences are recognized if the realization~~cash consideration of ~~the tax benefit is probable.~~

~~Deferred tax assets are recognized for tax loss and carry forwards only to the extent that realization of the related tax benefit through the future taxable profits is probable.~~US$310. As of the ~~year~~disposal date, Zhengxinhui had net assets $42,656. The disposal loss recognized by the Group was US$42,346 and was recorded in the consolidated statements of operations for the six months ended ~~December 31, 2019, the Company had utilized all net operating loss carried-forward.~~June 30, 2021.

The adoption of the new lease guidance did not have a material impact on the Company’s results of operations or liquidity but resulted in the recognition of operating lease liabilities and operating lease right-of-use assets on its balance sheets. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

The Company leased various training centers in the ~~PRC, under operating leases terminating in August 2019 through August 2022.~~PRC. Rent expense for the ~~years~~year ended December 31, ~~2019 and 2018 were $268,962 and $71,478, respectively.~~ 2021 was $377,754. The Company has ~~two~~three operating leases with ~~the~~ lease ~~term over~~ terms of more than one year ~~expiring in March 2022,~~, which isare classified as operating leases. The longest lease term expires in September 2025. There are no residual value guarantees and no restrictions or covenants imposed by the lease. ~~As of December 31, 2019,~~ The Company has ~~$415,770~~$453,708 of right-of-use assets, ~~$173,292~~$162,178 in current operating lease liabilities and ~~$242,478~~$291,530 in non-current operating lease ~~liabilities.~~liabilities as of December 31, 2021

Significant assumptions and judgments made as part of the adoption of this new lease standard include determining (i) whether a contract contains a lease, (ii) whether a contract involves an identified asset, and (iii) which party to the contract directs the use of the asset. The discount rates used to calculate the present value of lease payments were determined based on hypothetical borrowing rates available to the Company over terms similar to the lease terms.

The Company’s future minimum payments under long-term non-cancelable operating leases are as follows:

SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER LONG-TERM NON-CANCELABLE OPERATING LEASES

The balances with related parties are unsecured, non-interest bearing and repayable on demand.

From time to time, majority shareholder and general manager of the Company advanced funds to the Company for working capital purpose. As of December 31, 2018, advances from Qing Zuo and Mengling Zhang amount to $51,801 and $147,239, respectively, to the Company have been converted and treated as capital contribution to the Company pursuant to the Waiver of shareholder’s loan agreements signed on June 27, 2018.

	For the years ended December 31,
	2021		2020
Repayment to related parties
Hengqing Investment Consultation(SZ) Partnership Business (LP)		-		-
Henghui Investment Consultation(SZ) Partnership Business (LP)		-		-
Qing Zuo		8,850		-
Junze Zhang		-		172,306-
Mengling Zhang		-		-
Zihua Wu		-		-
	$	8,850	$	172,306

Cash advance from related parties
Hengqing Investment Consultation (SZ) Partnership Business (LP)	$	-	$	-
Qing Zuo		15,499		-
Junze Zhang		276,375		116,343
Mengling Zhang		-		-
Zihua Wu		-		-
	$	291,874	$	116,343

* Beginning July 1, 2018, Qing Zuo and Mengling Zhang agreed to provide free coaching services to the Company in connection with the special training and with conducting professional technical training to students.12. RESERVES

Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. During the years ended December 31, ~~2019~~2021 and ~~2018,~~2020, the Company did not accrue any ~~legal~~statutory reserve.

The currency translation reserve represents translation differences arising from translation of foreign currency financial statements into the Company’s reporting currency.

The company shows the financial operation and asset according to three business parts:

(a) Education and training business projects include: education training, financial management consulting, economic information consulting, electronic commerce operation, database management, sporting goods, crafts, arts and electronic product sales;

(b) Media’s business projects include: cultural exchange event planning; conference planning; corporate image planning; marketing planning; exhibition planning; stage lighting, audio equipment, display equipment, and technology development and sales, leasing, and door-to-door integration of multimedia teaching systems Installation, on-site maintenance, etc.

(c) Consulting services business projects include: education information consulting, enterprise management consulting, cultural activity planning, meeting planning, enterprise image planning, marketing planning, research and development of educational software technology and so on.

In March, 2020, the WHO declared coronavirus COVID-19 as a global pandemic. The Chinese economy is facing a severe outbreak and to prevent the spread of ~~coronavirus (COVID-19)~~the pandemic, the country has prohibited offline training institutions to commence classes to avoid people gathering. In March 2022, there is an outbreak in ~~January 2020 resulted~~Shanghai and in ~~interruption of commencement of tutorial classes which adversely affected~~order to combat the ~~businesses significantly. Management~~outbreak, all the people have to stay at home and the economy in Shanghai is ~~evaluating~~drastically affected. The company is unable to assess the impact ~~and developing actions plan to minimize the effect of the COVID-19 pandemic and to recover business as soon as possible.~~on its future operations.

~~There is no other subsequent events have occurred that would require recognition or disclosure in the financial statements.~~

	Large Accelerated Filer ~~[ ]~~☐	Accelerated Filer ~~[ ]~~☐	Non-accelerated filer ~~[X]~~ ☒
			Emerging Growth Company ~~[X]~~☒

		Page
PART I		5
Item 1.	Identity of Directors, Senior Management and Advisors	59
Item 2.	Offer Statistics and Expected Timetable	59
Item 3.	Key Information	59
Item 4.	Information on the Company	2429
Item 4A.	Unresolved Staff Comments	4148
Item 5.	Operating and Financial Review and Prospects	4248
Item 6.	Directors, Senior Management and Employees	4756
Item 7.	Major Shareholders and Related Party Transactions	5260
Item 8.	Financial Information	5462
Item 9.	The Offer and Listing	5562
Item 10.	Additional Information	5563
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	6067
Item 12.	Description of Securities Other Than Equity Securities	6067

PART II

Item 13.	Defaults, Dividend Arrearages and Delinquencies	6067
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	6067
Item 15.	Controls and Procedures	6168
Item 16.	Reserved	6269
Item 16A.	Audit Committee Financial Expert	6269
Item 16B.	Code of Ethics	6269
Item 16C.	Principal Accountant Fees and Services	6269
Item 16D.	Exemptions from the Listing Standards for Audit Committees	6369
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliates Purchasers	6369
Item 16F.	Changes in Registrant’s Certifying Accountants	6369
Item 16G.	Corporate Governance	6370
Item 16H.	Mine Safety Disclosure	6370
Item 16I	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	6270

PART III

Item 17.	Financial Statements	6370
Item 18.	Financial Statements	6470
Item 19.	Exhibits	6570
SIGNATURES		6670

	●	could result in a material change in our Operating Subsidiaries’ operations;

	●	could hinder our ability to continue to offer securities to investors; and

	●	may cause the value of our Ordinary Shares to significantly decline or cause our Ordinary Shares to become worthless.

	For the years ended December 31,
	2019			2018
REVENUES	$	2,268,717		$	212,780

COST OF GOODS SOLD		(330,091	)		(56,216	)

GROSS PROFIT		1,938,626			156,564

SELLING AND MARKETING EXPENSES		(17,282	)		(8,947	)

GENERAL AND ADMINISTRATIVE EXPENSES		(1,394,163	)		(470,788	)

TOTAL OPERATING EXPENSES		(1,411,445	)		(479,735	)

OPERATING INCOME (LOSS)		527,181			(323,171	)

OTHER INCOME (EXPENSE), NET		12,026			(40	)

INCOME (LOSS) BEFORE INCOME TAX		539,207			(323,211	)

INCOME TAX (EXPENSE) BENEFITS		(165,268	)		43,930

NET INCOME (LOSS)		373,939			(279,281	)

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE		0.00			(0.00	)

Weighted average number of common shares outstanding – Basic and diluted		302,734,900			302,734,900

	December 31, 2019			December 31, 2018
ASSETS
Current Assets
Cash and cash equivalents	$	1,165,793		$	189,210
Other receivables		70,670,			3,423
Prepaid expenses and other current assets		65,574			14,677
Total Current Assets		1,302,037			207,310

Leasehold improvements and equipment, net		100,656			24,192
Operating lease right-of-use assets		415,770			-
Deferred tax assets, net		-			129,812
Total Non-Current Assets		516,426			154,004
Total Assets	$	1,818,463		$	361,314

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities
Deferred revenue	$	509,385		$	147,269
Accounts payable, other payables and accruals		227,565			19,896
Income tax payable		28,694			-
Current operating lease liabilities		173,292			-
Amount due to related party		444,802			372,585
Total Current Liabilities		1,383,738			539,750

Non-current operating lease liabilities		242,478			-
Total Non-Current Liabilities		242,478			-
Total Liabilities		1,626,216			539,750

COMMITMENTS AND CONTINGENCIES

Stockholder’s Equity(Deficit)
Common stock, par value $0.0001; 500,000,000 shares authorized, 302,734,900 issued and outstanding as of 12/31/2019 and 2018		30,273			30,273
Additional paid in capital		(1,140	)		(1,140	)
Foreign currency translation reserve		89			3,345
Retained earnings (Deficit)		163,025			(210,914	)
Total Stockholder’s Equity (Deficit)		192,247			(178,436	)

Total Liabilities and Stockholder’s Equity	$	1,818,463		$	361,314

	●	offer products and services of sufficient quality to attract and retain a larger ~~customer~~client base;
	●
	●	attract additional ~~customers~~clients and increase spending per ~~customer;~~client;
	●
	●	increase awareness of ~~our~~their products and services and continue to develop ~~customer~~client loyalty;
	●
	●	respond to competitive market conditions;
	●
	●	respond to changes in ~~our~~their regulatory ~~environment;~~environments;
	●
	●	maintain effective control of ~~our~~their costs and expenses;
	●
	●	raise sufficient capital to sustain and expand ~~our business;~~their businesses; and
	●
	●	attract, retain and motivate qualified personnel.

	●	Judgments of United States courts obtained against us or these non-residents based on the civil liability provisions of the securities laws of the United States or any state; or
	●
	●	In original actions brought in the PRC, liabilities against us or non-residents predicated upon the securities laws of the United States or any state.

	●	recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or
	●
	●	entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

	(i)	Understand and respond to questions and concerns;

	(ii)	Guide clients through the various modules and assist them in their practical experience;

	(iii)	Provide guidance on directions and technical tools;

	(iv)	Afford psychological counseling to help clients cope with challenging issues; and

	(v)	Maintain contact with the clients and follow the clients after completion of the program.

	●	Zuo, Qing. Mr. Zuo is the general manager of ZDSE.
	●	~~Zhang, Mengling. Ms. Zhang is the enterprise training senior mentor and the module 2 and 3 enterprise training senior mentor.~~
	●	Yin, Shaogang. Mr. Yin is the head of ~~ZDSE’s Liaoning Branch.~~SYZDH and GZZDH.
	●	Tsang, Kin Ling Martin. Mr. Tsang is ~~the head of ZDSE’s Guangzhou Branch.~~a senior consultant for GZZDH.

	(i)	Brand awareness and reputation;
	~~(ii)~~	~~Program topics;~~
	~~(iii)~~(ii)	Program ~~orientation;~~topics;
	~~(iv)~~
	(iii)	Program orientation;

	(iv)	Quality of program and experience;
	~~(v)~~
	(v)	Type of back-end service and quality;
	~~(vi)~~	~~Customized service;~~
	~~(vii)~~(vi)	Customized service;

	(vii)	Skills and capabilities of coaches; and
	~~(viii)~~
	(viii)	Price.

	For The Year Ended DEC 31
	2021			2020
	USD			USD
Revenue		1,705,225			1,246,285
Cost of revenue		(537,427	)		(371,488	)
Gross profit		1,167,798			874,797

Selling and marketing expenses		(7,635	)		(3,686	)
General and administrative expenses		(1,228,669	)		(1,111,748	)
Loss on disposal of a subsidiary		(42,346	)		-
Operating income(loss)		(110,852	)		(240,637	)

Other income(expenses), net		6,380			(15,244	)
Income(loss) before income taxes		(104,472	)		(225,393	)

Income tax expenses( benefits)		(9,024	)		(15,187	)
Net income (loss)		(113,496	)		(240,580	)

Foreign currency translation differences		9,704			23,662
Total comprehensive loss for the years		(103,792	)		(216,918	)

Basic and diluted loss per ordinary share		(0.00	)		(0.00	)

Weighted average number of shares outstanding-Basic and diluted		302,734,900			302,734,900

	(ii)
	~~(ii)~~	determination of whether the services are performance obligations, including whether they are distinct in the context of the contract;

	(iii)	measurement of the transaction price, including the constraint on variable consideration;

	(iv)	allocation of the transaction price to the performance obligations; and

	(v)	recognition of revenue when (or as) the Company satisfies each performance obligation.

	For The Year Ended December 31,
	2021			2020			Pct. Change
Revenue	$	1,705,225		$	1,246,285			37	%
Operating (loss) income	$	(110,852	)	$	(240,637	)		54	%
Net (loss)income	$	(113,496	)	$	(240,580	)		53	%
Number of trainees	$	956		$	962			0	%

	For the year ended December 31, 2021					For the year ended December 31, 2020
	Amount (US$)		% of Total			Amount (US$)		% of Total
General and administrative expense:
Salary and welfare	$	499,305		41	%	$	415,037		37	%
Depreciation and amortization		46,676		4	%		39,051		4	%
Travel and accommodations		10,062		1	%		16,664		1	%
Rental expenses		412,070		33	%		320,569		29	%
Office expenses		111,104		9	%		96,891		9	%
Legal and professional fees		66,030		5	%		93,031		8	%
Consulting service fee		-		0	%		18,747		2	%
Audit Fee		14,000		1	%		18,500		2	%
Other		69,422		6	%		93,258		8	%
Total general and administrative expenses	$	1,228,669		100	%	$	1,111,748		100	%

	For the year ended December 31, 2019					For the year ended December 31, 2018
	Amount (US$)		% of Total			Amount (US$)		% of Total
General and administrative expense:
Salary and welfare	$	596,872		43	%	$	139,511		30	%
Depreciation and amortization		37,087		3	%		38,271		8	%
Travel and accommodations		26,320		2	%		2,443		1	%
Rental expenses		268,962		19	%		71,478		15	%
Office expenses		137,760		10	%		22,032		5	%
Legal and professional fees		124,782		9	%		55,497		12	%
Consulting service fee		73,063		5	%		5,000		1	%
Audit Fee		26,600		2	%		28,100		6	%
Impairment losses		-		-	%		80,080		17	%
Other		102,716		7	%		28,376		6	%
Total general and administrative expenses	$	1,394,162		100	%	$	470,788		100	%

	DEC 31, 2021			DEC 31, 2020
		USD			USD
ASSETS
Current assets:
Cash and cash equivalents		184,596			298,106
Accounts receivable		357,233			125,105
Other receivables		319,616			268,089
Prepaid expenses and other current assets		2,216			68,367
Total current assets		863,661			759,667

Non-current assets:
Leasehold improvements and equipment, net		30,397			53,976
Operating lease right-of-use assets		453,708			712,088
Total non-current assets		484,105			766,064
Total assets		1,347,766			1,525,731

LIABILITIES AND EQUITY
Current liabilities:
Deferred revenue		119,028			253,889
Accounts payable, other payables and accruals		228,642			179,077
Current operating lease liabilities		162,178			270,556
Income tax payable		314			16,509
Amount due to related parties		674,537			388,839
Total current liabilities		1,184,699			1,108,870

Non-current liabilities:
Non-current operating lease liabilities		291,530			441,532
Total non-current liabilities		291,530			441,532
Total liabilities		1,476,229			1,550,402

Equity (deficit)
Share capital ($0.0001 par value, 302,734,900 shares issued and outstanding for the year ended December 31, 2021 and 2020)		30,273			30,273
Additional paid-in capital		(1,140	)		(1,140	)
Foreign currency translation reserve		33,455			23,751
(Accumulated loss) Retained earnings		(191,051	)		(77,555	)
Total equity		(128,463	)		(24,671	)
Total liabilities and equity		1,347,766			1,525,731

Name	Age	Position
Junze Zhang	4950	President, Chief Executive ~~Officer, Chief Financial~~ Officer, Secretary and Chairman of the Board
Liqin Liu	41	Chief Financial Officer
Zhongpeng Chen	5051	Director

Name	Age	Positions
Qing Zuo	4546	General Manager
~~Mengling Zhang~~Shaogang Yin	4451	~~Senior Consultant~~
~~Kin Ling Martin Tsang~~	57	Head of ~~Guangzhou Branch, Chief Consultant~~
~~Dong Yun Hu~~	52	~~General Manager of Guangzhou Branch~~
~~Zhiyi Chen~~	56	~~Vice General Manager of Guangzhou Branch~~
~~Shaogang Yin~~	49	~~Head of Liaoning Branch,~~SYZDH and GZZDH, Senior Consultant t

~~Name~~	~~Age~~	~~Positions~~
~~Junze Zhang~~	49	~~General Manager~~
~~Shijie Yu~~	41	~~Chief Executive Officer~~
~~Xiaoyan Xia~~	44	~~Chief Financial Officer~~

	Compensation Paid
Name and Principal Position	Year	Salary⁽¹⁾ ($)		Bonus ($)		Other Compensation⁽²⁾ ($)
Zihua Wu,⁽³⁾ President, CEO, CFO, Secretary	2019		Nil		Nil		N/A
and Director	2020		Nil		Nil		N/A

Junze Zhang,⁽⁴⁾President, CEO, Secretary and Director; General Manager of HEMC	2019 2020		14,253 14,227		Nil Nil		772 1,817
	2021		19,535		Nil		3,358

Shijie Yu,⁽⁵⁾ COO	2019 2020		2,807 24,383		Nil Nil		Nil 414
	2021		11,383		Nil		2,245

Xiaoyan Xia,⁽⁶⁾ CFO	2019 2020		12,787 19,918		Nil Nil		Nil 2,922
	2021		23,366		Nil		6,109

Liqin Liu⁽⁷⁾	2019 2020		Nil Nil		Nil Nil	��	Nil Nil
	2021		863		Nil		Nil

Zhongpeng Chen, Director	2019 2020		Nil Nil		Nil Nil		N/A N/A
	2021		Nil		Nil		N/A

Qing Zuo, General Manager of ZDSE	2019 2020		13,904 22,337		Nil Nil		1,039 3,427
	2021		18,598		Nil		4,378

Mengling Zhang,⁽⁸⁾ Senior Coach	2019 2020		13,904 22,281		Nil Nil		1,074 3,561
	2021		7,439		Nil		1,989

Kin Ling Martin Tsang,⁽⁹⁾ Head of Guangzhou Branch	2019 2020		15,353 17,395		Nil 12,510		N/A 3,235
	2021		18,133		18,133		986

Shaogang Yin,⁽¹⁰⁾ Head of SYZDH and GZZDH	2019 2020		11,587 14,380		Nil 5,156		N/A N/A
	2021		18,133		Nil		N/A

	Compensation Paid
Name and Principal Position	Year	Salary⁽¹⁾ ($)			Bonus ($)		Other Compensation⁽²⁾ ($)
Zihua Wu^(3), President, CEO, CFO, Secretary and Director	2018		Nil			Nil		N/A
	2019		Nil			Nil		N/A

Junze Zhang^(4), President, CEO, CFO, Secretary and Director;	2018		9,009			Nil		772
General Manager of HEMC	2019		14,253			Nil		1,817

Zhongpeng Chen, Director	2018		Nil			Nil		N/A
	2019		Nil			Nil		N/A

Qing Zuo, General Manager of ZDSE	2018		11,372	⁽⁵⁾		Nil		1,039
	2019		13,904	⁽⁵⁾		Nil		3,427

Mengling Zhang, Senior Coach	2018		11,372	⁽⁶⁾		Nil		1,074
	2019		13,904	⁽⁶⁾		Nil		3,561

Kin Ling Martin Tsang⁽⁷⁾_, Head of	2018		Nil			Nil		N/A
Guangzhou Branch	2019		15,353			12,510		3,235

Dong Yun Hu⁽⁸⁾_, General Manager of	2018		Nil			Nil		N/A
Guangzhou Branch	2019		13,470			2,527		3,201

Zhiyi Chen⁽⁹⁾_, Vice General Manager of	2018		Nil			Nil		N/A
Guangzhou Branch	2019		11,876			1,738		3,311

Shaogang Yin⁽¹⁰⁾_, Head of Liaoning Branch	2018		Nil			Nil		N/A
	2019		11,587			5,156		N/A

Shijie Yu⁽¹¹⁾, CEO of HEMC	2018		Nil			Nil		N/A
	2019		2,807			Nil		414

Xiaoyan Xia⁽¹²⁾, CFO of HEMC	2018		Nil			Nil		N/A
	2019		12,787			Nil		2,922

⁽³⁾	Zihua Wu resigned from the position of President, CEO, Secretary, CFO and director on July 3, 2019.
⁽⁴⁾	Junze Zhang has been employed as General Manager of HEMC from May 1, 2018 and also has served as President, CEO, Secretary and director of the Company since July 3, 2019. Amounts shown were paid by HEMC.
⁽⁵⁾	~~Includes amounts~~Shijie Yu was employed as CEO of HEMC as of November 22, 2019 and as COO of the Company as of May 19, 2020. Mr. Yu resigned from both positions as of June 1, 2021. Amounts shown were paid ~~since June 28, 2018, the date that ZDSE was acquired~~ by ~~HSEC.~~HEMC.
⁽⁶⁾	~~Includes amounts~~Xiaoyan Xia was employed as CFO of HEMC since January 2, 2020 and as CFO of the Company since May 19, 2020. Ms. Xia resigned from both positions on December 22, 2021. Amounts paid ~~since June 28, 2018, the date that ZDSE was acquired~~to Ms. Xia in 2019 and 2020 were paid by ~~HSEC.~~HEMC.
⁽⁷⁾	Liqin Lui was employed as CFO of the Company on December 22, 2021.
⁽⁸⁾	Mengling Zhang resigned from the position of Senior Coach of the Company on July 31, 2021
(9)	Kin Ling Martin Tsang was employed ~~by ZDSE~~ as the head of ZDSE’s Guangzhou Branch from February 1, ~~2019.~~2019 to October 22, 2021, when the Guangzhou Branch was officially closed.
⁽⁸⁾	~~Dong Yun Hu was employed by ZDSE as of March 1, 2019.~~
⁽⁹⁾	~~Zhiyi Chen was employed by ZDSE as of March 1, 2019.~~
⁽¹⁰⁾	Shaogang Yin was employed by ZDSE as head of its Liaoning Branch from May 1, ~~2019. Mr. Yu~~2019 to February 1, 2021, when he was ~~employed by the Company as~~made head of ~~November 22, 2019.~~
⁽¹¹⁾	~~Shijie Yu was employed by HEMC as of November 22, 2019.~~
⁽¹²⁾	~~Xiaoyan Xia was employed by HEMC as of January 2, 2020. Amount was paid to Ms. Xia in her capacity as Finance Manager.~~SYZDH and GZZDH.

Name of Beneficial Owner	Ordinary Shares Beneficially Owned		Percent of Class⁽¹⁾			Ordinary Shares Beneficially Owned		Percent of Class⁽¹⁾
Junze Zhang		30,000,000		9.91	%		30,000,000		9.91	%
Zhongpeng Chen		1,700,000		0.56	%		1,700,000		0.56	%
Feier Co. Limited⁽²⁾		153,000,000		50.54	%		153,000,000		50.54	%
Meisi Co. Limited⁽³⁾		117,000,000		38.65	%		87,133,000		28.78	%
All executive officers and directors as a group (2 person)		31,700,000		10.47	%
All executive officers and directors as a group (2 persons)							31,700,000		10.47	%

	⁽¹⁾	Based on 302,734,900 shares outstanding
	⁽²⁾	Feier Co., Limited is a Seychelles company, which is wholly owned by Mr. Guiting Rao. All of the Ordinary Shares beneficially owned by Feier Co. Limited were acquired on July 3, 2019 pursuant to the Share Exchange. Feier Co., Limited’s address is Oliaji Trade Centre, 1^st Floor, Victoria, Mahe, Republic of Seychelles.
	⁽³⁾	Meisi Co., Limited is a Seychelles company, which is wholly owned by Mr. Yuze Zhong. All of the Ordinary Shares beneficially owned by Meisi Co. Limited were acquired on July 3, 2019 pursuant to the Share Exchange. Meisi Co., Limited’s address is Oliaji Trade Centre, 1^st Floor, Victoria, Mahe, Republic of Seychelles.

December 31, 2017	$	537,137	$	537,137
December 31, 2018	$	36,519	$	36,519
December 31, 2019	$	0	$	0
December 31,2020			$	0
December 31,2021			$	0

Period	High		Low
Quarter ended December 31, 2016	$	0.01	$	0.01
Quarter ended March 31, 2017	$	0.01	$	0.01
Quarter ended June 30, 2017	$	0.01	$	0.01

Quarter ended September 30, 2017	$	0.01	$	0.01
Quarter ended December 31, 2017	$	5.50	$	2.00
Quarter ended March 31, 2018	$	4.52	$	4.48
Quarter ended June 30, 2018	$	4.85	$	4.52

Quarter ended September 30, 2018	$	4.85	$	4.85
Quarter ended December 31, 2018	$	6.08	$	4.85
Quarter ended March 31, 2019	$	5.70	$	5.60
Quarter ended June 30, 2019⁽¹⁾	$	5.60	$	5.60

	●	authorize our Board of Directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders (subject to variation of rights of shares provisions in our Memorandum and Articles of Association); and

	●	limit the ability of shareholders to requisition and convene general meetings of shareholders. Our Memorandum and Articles of Association allow our shareholders holding shares representing in aggregate not less than one-third of our share capital as carries the right to vote to requisition an extraordinary general meeting of our shareholders, in which case our directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting.

	●	the designation of the series;
	●	the number of shares of the series;
	●	the dividend rights, dividend rates, conversion rights and voting rights; and
	●	the rights and terms of redemption and liquidation preferences.

	●	~~Because the Company had only one person acting as the sole officer and director of the Company during the fiscal year ended December 31, 2018, there were limited controls over information processing;~~
	●	There was and is an inadequate segregation of duties consistent with control objectives as management was composed of only one person at fiscal year-end, and there remains an issue with inadequate segregation of duties as of the date of filing this Annual Report. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties;
	●	The Company does not have a ~~formal audit committee with a~~ financial expert ~~and thus the Company lacks the board oversight role within the financial reporting process; and~~on U.S. GAAP in top management;
	●	~~There is a lack of formal policies~~The Company does not have an audit committee; and
	●	The Company does not have standard procedures ~~necessary to adequately review significant~~for all accounting ~~transactions.~~cycles.

	Fiscal Year Ended December 31, 2019		Transition Period Ended December 31, 2018		Fiscal Year Ended June 30, 2018		Fiscal Year Ended December 31, 2021		Fiscal Year Ended December 31, 2020
Audit Fees	$	26,600	$	17,600	$	13,523	$	14,000	$	18,500
Audit Related Fees		-		-		-		-		-
Tax Fees		-		-		850		-		-
All Other Fees		-		-		-		-		-
Total	$	26,600	$	17,600	$	14,373	$	14,000	$	18,500

Contents	Pages
Report of Independent Registered Public Accounting Firm	F-3

Consolidated Balance Sheets as of December 31, ~~2018~~2021 and ~~2019~~2020	F-4

Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, ~~2018~~2021 and ~~2019~~2020	F-5

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, ~~2018~~2021 and ~~2019~~2020	F-6

Consolidated Statements of Cash Flows for the years ended December 31, ~~2018~~2021 and ~~2019~~2020	F-7

Notes to Consolidated Financial Statements	F-8 to ~~F-21~~F-20

12.1	~~10.15~~	~~Employee contract dated November 22, 2019 between the Company and Shijie Yu~~

	~~10.16~~	~~Employee contract dated January 2, 2020 between the Company and Xiaoyan Xia~~

	~~12.1~~	Certification of Officer Pursuant to Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2		Certification of Officer Pursuant to Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1	~~13.1~~	Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2	Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	Inline XBRL Instance Document

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Dated April 28, 2020~~	HUAHUI EDUCATION GROUP LIMITED

Dated April 30, 2022	/s/ Junze Zhang
	Junze Zhang, President, Chief Executive Officer,
	and Director

Dated April 30, 2022	/s/ Liqin Liu
	Liqin Liu, Chief Financial Officer ~~and Director~~

	Pages
Report of Independent Registered Public Accounting Firm	F-3
Consolidated Balance Sheets as of December 31, ~~2019~~2021 and ~~2018~~2020	F-4
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the years ended December 31, ~~2019~~2021 and ~~2018~~2020	F-5
Consolidated Statements of Changes in Equity (Deficit) for the years ended December 31, ~~2019~~2021 and ~~2018~~2020	F-6
Consolidated Statements of Cash Flows for the years ended December 31, ~~2019~~2021 and ~~2018~~2020	F-7
Notes to Consolidated Financial Statements for the years ended December 31, ~~2019~~2021 and ~~2018~~2020	F-8 – ~~F-21~~F-20