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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment No. 1)

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended: December 31, 2023

 OR

 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 For
the transition period from _____________ to ____________

 Commission
file number 000-56511

 (Exact
name of small business issuer as specified in its charter)

 Nevada

 32-0655276

 (State
 or other jurisdiction

 of
 incorporation)

 (IRS
 Employer

 Identification
 No.)

 Qixing
Road, Weng'ao Industrial Zone,

 Chunhu
Subdistrict, Fenghua District

 Ningbo, Zhejiang, China

 (Address
of principal executive offices) (Zip Code)

 +86 - 0574-88733850

 (Registrant's
telephone number, including area code)

 N/A

 (Former
name, former address and former fiscal year, if changed since last report)

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

 Securities
registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001.

by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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. Yes No

by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, 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.

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.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
include in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting and non-voting shares of the Company's common stock held by non-affiliates as of June 30,
2023 based on the last sale of the Company's common stock, was approximately $ 367,862.

 As
of March 26, 2024, the Registrant had 41,109,458 shares of common stock, $0.001 par value, issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 Page

 CAUTIONARY
 NOTE ABOUT FORWARD-LOOKING STATEMENTS

 iii

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 PART
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operation

 Item
 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibit and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 SIGNATURES

 i

 EXPLANATORY NOTE

 Rubber Leaf Inc (the "Company") is filing
this Amendment No. 1 on Form 10-K/A ("Amendment No. 1") to its Annual Report on Form 10-K for the year ended December 31,
2023, initially filed on March 27, 2024 (referred to as the "Original Report"). The Original Report disclosed that on March
25, 2024, Ningbo National High-Tech District branch of Industrial and Commercial Bank of China agreed to extend a credit line of RMB 56
million to RLSP for a term of two years. This credit is secured by the Company's property located at Qixing Road, Weng'ao
Industrial Zone, Chunhu Subdistrict, Fenghua District, Ningbo, Zhejiang, China (referred to as the "Disclosure Event"). In
light of the Disclosure Event, the Company has concluded that substantial doubt regarding its ability to operate as a going concern no
longer exists. Additionally, the Company's Independent Auditor, Simon & Edward, LLP ("S&E") has concurred with
the management's conclusion. However, the management inadvertently neglected to remove the going concern statements from the Original
Report. To rectify this oversight, this Amendment No. 1 has been prepared to remove any and all of the references to the "going concern"
statements, such as (i) eliminating the risk factor titled "We have incurred
substantial operating losses since our inception and there is substantial doubt about our ability to continue as a going concern"
from Item 1A, (ii) removing certain references to going concern issue from Item 7, (iii) incorporating the subsequent event to the section
titled "Liquidity and Capital Resources" in Item 7, and (iv) removing "Note 2 - Going Concern" from Item
8.

 In addition, Item 15 of Part IV has been amended
to include the currently dated certifications of the Company's principal executive officer and principal financial officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. New Section 302 certifications of the Company's principal executive
officer and principal financial officer are filed with this Form 10-K/A as Exhibits 31.1 and 31.2 hereto, respectively. The Company
also is filing a new certificate under Section 906 of the Sarbanes-Oxley Act of 2022 with this Form 10-K/A as Exhibit 32.1
hereto.

 Except as described above, no other changes have been
made to the Original Report. The Original Report continues to speak as of the date of the Original Report, and the Company has not updated
the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Report.

 ii

 In
this Annual Report on Form 10-K (this "Annual Report"), unless otherwise stated or as the context otherwise requires, references
to "Rubber Leaf Inc" "Rubber Leaf" "RLI," the "Company," "we," "us,"
"our" and similar references refer to Rubber Leaf Inc, a Nevada corporation. Our logo and other trademarks or service marks
of the Company appearing in this Annual Report are the property of Rubber Leaf Inc. This Annual Report also contains registered marks,
trademarks and trade names of other companies. All other trademarks, registered marks and trade names appearing in this Annual Report
are the property of their respective holders.

 CAUTIONARY
NOTE ABOUT FORWARD-LOOKING STATEMENTS

 The
information contained in this Annual Report includes some statements that are not purely historical and that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as such, may involve risks and uncertainties.
These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived
opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You
can generally identify forward-looking statements as statements containing the words "anticipates," "believes,"
"continue," "could," "estimates," "expects," "intends," "may,"
"might," "plans," "possible," "potential," "predicts," "projects,"
"seeks," "should," "will," "would" and similar expressions, or the negatives of such
terms, but the absence of these words does not mean that a statement is not forward-looking.

 Forward-looking
statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the
forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based,
in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis
of management's views and assumptions as of the time the statements are made, but there can be no assurance that management's
expectations, beliefs or projections will result or be achieved or accomplished.

 In
addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause
actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition,
dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products,
ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to
update forward-looking statements to reflect events or circumstances after the date hereof.

 For
a discussion of the risks, uncertainties, and assumptions that could affect our future events, developments or results, you should carefully
review the " Risk Factors " set forth under "Item 1. Business" below. In light of these risks, uncertainties
and assumptions, the future events, developments or results described by our forward-looking statements herein could turn to be materially
different from those we discuss or imply.

 iii

 PART
I

 Item
1. Business.

 Overview

 We
are a Nevada-incorporated corporation, operating primarily through our wholly owned subsidiary, Rubber Leaf Sealing Products (Zhengjiang)
Co., Ltd. ("RLSP"). Specializing in the production and sales of automotive rubber and plastic sealing strips, we have established
ourselves as an important supplier to several major auto original equipment manufacturers, or OEMs, including eGT New Energy Automotive
Co., Ltd. ("eGT") and Volkswagen. With significant advancements in rubber formulations and manufacturing technologies, we
have strategically positioned ourselves in the dynamic automotive parts market. Operating through both direct and indirect sales models,
we, despite entering the market in 2019, have rapidly expanded our market presence.

 Business
Strategy

 Our
wholly owned subsidiary RLSP, an automotive rubber and plastic sealing strip manufacturer, has been acknowledged as first-tier supplier
to manufacture sealing strips for some auto Original Equipment Manufacturers, such as eGT and Volkswagen. Since December 2019, RLSP has
been supplying automotive rubber and plastic sealing strips to eGT, a joint venture between Dongfeng and French Renault. Additionally,
RLSP has also been acknowledged as second-tier manufacturer of automotive rubber and plastic sealing strip from some Branded Automobile
Manufacturers (the "Auto Manufacturers"). Despite only entering the Chinese automotive sealing strip market in 2019, RLSP's
well known customers and our own unique advantages have allowed us to rapidly expand our market presence and increase our market share.

 Recent
Developments

 The
following highlights recent material developments in our business:

 FAW-Volkswagen
 Agreements

 In
 October 2023, we entered into a joint research and development agreement, confidentiality
 agreement and integrity cooperation agreement with FAW-Volkswagen Automotive Company, Ltd.
 ("FAW-Volkswagen"). Following detailed quotations, technical analyses and cost
 control proposals in November 2023, and subsequent facility inspections by the customer,
 FAW-Volkswagen accepted our quotation and technical plan in December 2023 for the delivery
 of sample rubber materials.

 Hozon
 New Energy Auto Orders

 In
 February 2024, we cooperated with Hozon New Energy Auto Co., Ltd for whole car rubber window
 sealing orders. The engagement commenced with technical consultations in November 2023, leading
 to the acceptance of our quotation and cost plan in December 2023. Post the inspection of
 our site, factory building and equipment, we are scheduled to supply sample products in March
 2024, initiate the first batch production in August 2024 and ramp up production beginning
 in October 2024. The initial production is forecasted to be between 3,000 to 4,000 rubber
 window seal sets, increasing by 2,000 sets monthly, with a peak monthly production of 12,000
 sets.

 Main
Products

 Since
 our establishment, we have been engaged in the research and development, design, production and sales of auto parts such as automobile
 sealing strips. We have strong capabilities in tooling, mold creation, specialized equipment development, and comprehensive product
 design skills. We mainly supply sealing strip products for domestic and foreign automobile manufacturers, as well as supporting research
 and development and follow-up services.

 Technology
Development Advantage

 With
 extensive experience in the rubber industry, we have formed a strong technical advantage in the field of rubber formulations. Our
 high-hardness rubber and low-density sponge production technology have reached the domestic leading level. We are also expertise
 in the areas of rubber vulcanization, modular development, three-dimensional molding, seamless interface, surface pre-coating, and
 surface flocking technologies. We are a leading candidate in the development and application of technology, rubber mixing process
 technology, CAE, CAD analysis simultaneous development technology and length control technology, and has applied these technologies
 to mass production. Moreover, we have gained experience and technical proficiency necessary for synchronous development with automotive
 OEMs

 Customer
Resource Advantage

 For
 auto parts manufacturers that supply to auto OEMs, establishing and maintaining cooperative relationships with mainstream auto OEMs
 is the key to their survival and development. We have established a strong cooperative relationship with internationally renowned
 automobile manufacturers, become a supplier for eGT and Volkswagen. Automobile manufacturers enforce stringent criteria for qualifying
 suppliers, assessing factors such as enterprise scale, quality system, technology development capabilities, quality capabilities,
 on-site 5S, procurement management, process management, quality improvement capabilities, human resource training and other aspects.
 This evaluation process typically spans 1-3 years.

 Investment
Highlights

 Our
 Company's revenue-generating activities are anchored in a diverse portfolio of innovative products and services, as detailed
 in the "Main Products" subsection of our "Business" section. Central to our success is our range of rubber
 and plastic car window and door sealing strips, which have established a strong market presence due to their quality and unique design
 for different automobiles. These offerings cater to our OEM customers, addressing key market demands and trends. Our revenue streams
 are further bolstered by our whole car rubber and plastic design ability, which complement our main offerings and provide integrated
 solutions to our clients. This holistic approach not only diversifies our income sources but also enhances customer retention and
 satisfaction. Our commitment to innovation, coupled with a strategic focus on emerging market needs, positions us uniquely in the
 industry. This approach has enabled us to maintain a competitive edge and continue to expand our market reach, thereby offering promising
 investment potential.

 Growth
Strategies

 A
 key pillar of our growth plan is to enhance product innovation and development, and expand new customers, allowing us to stay ahead
 in a rapidly evolving market and meet the emerging needs of our customers. We are committed to investing in research and development,
 which will drive the introduction of new products and improvements to existing ones.

 Another
 critical component of our strategy is geographic expansion. We aim to enter new international markets and increase our share in existing
 markets by leveraging our strong distribution networks and marketing strategies. This will not only diversify our customer base but
 also reduce our dependency on any single market.

 Additionally,
 we plan to pursue strategic partnerships and acquisitions in different countries (our first target is the U.S.), which will allow
 us to access new technologies, expand our product lines and enter new markets more rapidly than organic growth alone would permit.

 Finally,
 a focus on operational efficiency and cost management will ensure that we remain competitive and profitable, even as we invest in
 growth. By optimizing our operations and carefully managing expenses, we can reinvest savings into key growth areas.

 With
the increasingly fierce competition in the automobile manufacturing industry, auto OEMs demand greater comprehensive strength and industry
experience from their suppliers. The ability to provide support services to mainstream auto OEMs is becoming a more critical criterion
for customers in choosing suppliers. Therefore, the automobile manufacturing industry has gradually become a relatively closed ecosystem,
where only auto parts suppliers with high-quality customer bases can achieve a sustainable cycle of development.

 Sales
and Marketing

 Our
primary offerings consist of automotive rubber and plastic sealing strips tailored for specific models. These products boast distinctive
personalized customization features, making the direct sales model the predominant approach. We directly engage with the auto OEMs or
their first-tier suppliers to obtain supplier qualifications, define product specifications and models, negotiate product prices and
finalize orders.

 All
of our executives are seasoned industry professionals with extensive experience in the automotive sector for more than 20 years. Their
expertise and extensive network facilitate our market expansion for businesses. While securing approval from auto OEMs may be a time-intensive
process, once established as their supplier, our orders demonstrate stability spanning several years.

 Our
sales process is generally divided into two stages: product development and mass supply. In the initial product development stage, we
initiate contact with potential customers, gaining entry into the list of qualified suppliers through a series of reviews by them. After
securing projects through bidding or other methods, we will collaborate with automakers and their component suppliers to either enhance
existing seal products for mass-produced models or develop new models that align with the specified functions, performance criteria and
cost requirements.

 Prior
to finalizing batch supply agreements, which refer to supply agreements where "batch" means a specific quantity of products
or materials, uniformly processed to maintain quality and identified by a unique number for efficient traceability and distribution,
customers conduct thorough evaluations of our factory area, production lines and management system to verify our capacity for mass supply
and ensure consistency in product quality. This stage is time-consuming, with the improved development of seals for mass-produced models
typically taking around six months. Simultaneous development of new models with auto OEMs and their accessory suppliers often extends
over a year or more. Based on considerations such as cost efficiency and product consistency, auto OEMs generally choose one or two major
suppliers for a given automotive seal product. Therefore, in the batch supply stage, we can generally obtain consistent and stable orders
based on the production and sales volume of the models incorporating our products. At this stage, our primary responsibilities include
providing high-quality products in a timely manner based on customer orders, offering after-sales service, engaging in regular or irregular
price negotiations and formalizing pricing contracts.

 Our
sales are substantially dependent on one major customer and related party, Shanghai Xinsen Import & Export Co., Ltd for the year
ended December 31, 2022. Effective on October 1, 2022, Ms. Xingxiu Hua, the Company's Chief Executive Officer, President, and Chairperson,
reduced her direct ownership in Shanghai Xinsen from 90% to 15%. Concurrently, Ms. Hua stepped down as the Legal Representative and General
Manager of Shanghai Xinsen pursuant to a board resolution of Shanghai Xinsen on the same date. This change in ownership was made and
certified by the local government on October 11, 2022. Ms. Hua's decision to change her ownership in Shanghai Xinsen was driven
by her desire to focus more on improving RLSP's business strategy and market development. Despite these changes, we expect our
future sales to Shanghai Xinsen will remain unaffected since RLSP has established a matured sales system with Shanghai Xinsen over the
years. Furthermore, two of Shanghai Xinsen's customers, Shanghai Hongyang and Wuhu Huichi, who indirectly purchased RLSP's
products through Shanghai Xinsen, have been using RLSP's products stably and consistently for many years.

 We
currently operate with two sales models, the direct supply model and indirect supply model:

 Model
A (Direct Supply Model)

 Following
successful on-site inspections by auto OEMs, RLSP secures listing in its directories as a first-tier supplier that directly provides
products to the OEM. For example, eGT is an auto OEM, and we serve as their first-tier supplier. eGT directly signs purchase or supply
agreements with RLSP. This positions RLSP to independently procure raw materials, manufacture final products and directly deliver finished
goods to the warehouses of the auto OEMs. RLSP fulfills its performance obligation upon the delivery of finished products to their warehouses,
following a subsequent quality inspection approved by them. Simultaneously, they may request product replacements for disqualified items.
Ownership and control of our finished products transfer to customers upon successful inspection and acceptance into an OEM's warehouse.
Revenue recognition occurs upon the transfer of control of our products to a customer, with payments made directly by the OEM.

 Model
B (Indirect Supply Model)

 RLSP
receives the purchase orders from our related parties-Shanghai Xinsen and Xinsen Sealing Products (Hangzhou) Co., Ltd ("Hangzhou
Xinsen") (collectively named as "Xinsen Group" for two companies together). The Company's Chief Executive Officer,
President and Chairperson, Ms. Xingxiu Hua, previously held a 90% ownership interest in Shanghai Xinsen and Shanghai Xinsen holds a 70%
ownership interest in Hangzhou Xinsen. Effective October 1, 2022, Ms. Hua reduced her ownership of Shanghai Xinsen from 90% to 15%, and
accordingly reduced her indirect ownership of Hangzhou Xinsen from 63% to 10.5%. The Xinsen Group serves as a certified second-tier supplier
for branded Automobile Manufacturers ("Auto Manufacturers"). A second-tier supplier refers to a supplier that provides products
to the first-tier suppliers of the OEM. First-tier suppliers could be suppliers of car doors, rubber and plastic components and other
automobile parts. Auto Manufacturers issue consolidated purchase orders for complete sets of rubber and plastic auto parts for a particular
model to their first-tier suppliers. These first-tier suppliers subcontract the production of rubber and plastic seals to second-tier
suppliers. As a second-tier supplier and a facilitator of production rather than a direct manufacturer, Xinsen Group coordinates with
us to fulfill orders. Upon receipt of purchase orders, RLSP procures rubber materials from our vendors. The production process involves
outsourcing to third-party manufacturers for either work-in-process products ("WIP") or finished products, based on management's
decisions in response to operational circumstances.

 We
employ two distinct forms of outsourced processing under Model B.

 1)

 RLSP
 purchases raw materials and subcontracts production to third-party manufacturers for WIP. Once WIP is finished and delivered to RLSP's
 warehouse, RLSP performs certain manual processes, such as welding and constructing in order to meet the specification of the purchase
 orders. The completion of the final products is contingent upon a rigorous quality inspection conducted by RLSP, ensuring they meet
 the highest standards.

 2)

 RLSP
 purchases raw materials and subcontracts third party manufacturers to produce finished products. RLSP will trace and observe each
 step of production undertaken by third-party manufacturers, with a primary focus on the final quality control step.

 The
finished products are delivered to the warehouses of Xinsen Group's upstream first-tier suppliers, either from our locations or
those of the third-party manufacturers. Quality inspection is carried out by assigned inspectors from Xinsen Group upon delivery. RLSP
fulfills its obligation when the finished products reach Xinsen Group's customers and pass the qualified quality inspection.

 In
the event of products that do not pass inspection, the Xinsen Group initiates a product replacement process. Upon confirmation of quality
and quantity, and acceptance of finished products into Xinsen Group's customers' warehouses, invoices are provided to us
as proof of delivery. The date of the invoices signifies the transfer of ownership and control of the finished products under model B
from us to Xinsen Group and indirectly to its upstream first-tier suppliers. We recognize at such time as Xinsen Group's customers
accept delivery of products.

 The
following diagram shows how sales are generated, how invoices and payments are processed and how our products are manufactured and distributed
to customers, through our direct and indirect supply models.

 Our
Industry and Market Opportunity

 We
are confident that the demand for our products is closely linked to the expansion of our customers' end markets, which are poised
for growth. Insights from IHS Global Insight, a prominent economic and financial analysis firm, predict that starting from 2023, total
vehicle sales in emerging markets (covering regions like Asia, excluding Japan, South America and Eastern Europe) are projected to match
or surpass those in mature markets (encompassing North America, Western Europe and Japan). This forecast is underpinned by escalating
income levels that are fueling secular growth. This upward trajectory in emerging markets signifies a substantial growth prospect for
the global automotive industry, particularly for manufacturers and suppliers of components consisting of rubber materials utilized in
automobile production. We anticipate that the surge in our markets will be bolstered by the enhancement of living standards in emerging
markets, the internationalization of automotive platforms, advancements in fuel efficiency and the escalating demand for lightweight
materials and refined automotive interior materials. Furthermore, there's an extensive growth in the requirement for quality rubber
materials within the automotive sector. We are in a prime position to leverage these evolving trends and foresee continued benefits from
the improving market dynamics within our industry. Over recent years, there has been a rationalization of higher-cost capacities across
many of our key product lines, accompanied by numerous consolidation activities within the rubber materials sector. We envisage that
our markets will persist in a long-term trend towards consolidation, presenting opportunities for our enterprise due to our scale and
extensive geographical presence. Moreover, market developments pertaining to certain raw materials we use significantly influence our
business operations.

 Vendors

 To
reduce the purchase cost and enhance the purchase power, our subsidiary, RLSP purchases approximately 93% of the raw materials from Shanghai
Haozong Rubber & Plastic Technology Co., Ltd. Mr. Jun Tong, one of the Company's directors, holds a 30% ownership of Shanghai
Haozong. Our current business strategy leads to a significant reliance on Shanghai Haozong for our supply needs.

 COVID-19

 Even
after the COVID-19 pandemic has subsided, COVID-19 continues to cause operational disruptions to businesses due to factors such as sporadic
outbreaks, new variants and subvariants and varying responses by governments and public health authorities. Any future outbreak may impact
the overall availability and cost of materials and logistics, which may adversely affect our operations and financial results. If there
is another outbreak of COVID-19 or a similar public health threat, it could impact demand for our products, which in turn could adversely
affect our revenue and results of operations.

 Geopolitical
Conditions

 Our
operations could be disrupted by acts of war, terrorist activity or other similar events, including the Israel-Palestine war in October
2023 and the current or anticipated impact of military conflict and related sanctions imposed on Russia, Belarus and certain individuals
and entities connected to Russian or Belarusian political, business, and financial organizations by the United States and other countries
due to Russia's invasion of Ukraine in February 2022. It is not possible to predict the broader consequences of the conflicts,
including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof
and with regard to the Russia-Ukraine war, any counter measures or retaliatory actions by Russia or Belarus in response, including, for
example, potential cyberattacks or the disruption of energy exports.

 In
addition, geopolitical conditions can disrupt global supply chains, affecting both the procurement of essential raw materials and the
delivery of our products. Interruptions or delays in receiving necessary inputs could hinder our manufacturing. This may result in market
volatility, affecting the prices of raw materials and energy. Fluctuations in the cost of rubber and other necessary commodities used
in our manufacturing may impact our profit margins and overall financial stability. In addition, political instability may result in
trade restrictions or economic sanctions, potentially limiting our access to certain markets or sources of materials, impacting our sales
and supply chain.

 Competition

 According
to the statistics of the Automobile Industry Branch of the China Association of Automobile Manufacturers, the 33 major automobile rubber
sealing strip manufacturers that participated in the statistics in 2020, the scope of supporting cooperation covers almost all automobile
manufacturers in China and all automobile manufacturers including passenger cars and commercial vehicles. In 2020, the rubber sealing
strip industry achieved revenues of about 15.53 billion Chinese RMB, of which main business candidates of the industry accounted for
about 95% of the market share.

 There
is significant competition for the rubber sealing strip industry in the PRC. Despite the competitive nature of the market with approximately
200 key players globally holding a significant market share, our Company stands out due to our unique strengths and capabilities. We
hold a competitive edge in two significant areas:

 Product
Versatility: We have the unique capability to manufacture both rubber and plastic sealing components. In China, this versatility is matched
only by Cooper Standard. This dual-material production capability allows us to meet a wide range of client requirements and sets us apart
in a market where most competitors specialize in only one type of material.

 Comprehensive
Production Line Advantage: Our production lines are designed for the comprehensive assembly of all rubber and plastic sealing components
required for vehicles. While the majority of companies in the sector can only cater to a portion of the sealing components, we specialize
in fulfilling complete vehicle sealing component orders. This holistic approach not only ensures efficiency and consistency in quality
but also positions us as a one-stop solution for our clients' sealing needs.

 As
a small, early-stage company, navigating a market with established and emerging competitors poses its challenges. However, our specialized
products and strategic marketing, coupled with our unique strengths in product versatility and comprehensive production capabilities,
position us favorably. Despite the dynamic nature of this mature and evolving marketplace, we believe these distinctive advantages fortify
our competitive stance, though we continue to recognize the need for agility and innovation to maintain and enhance our market position.

 Many
of our competitors are larger than we are and can devote more resources than we can do to the manufacture, distribution and sale of the
rubber sealing strip. In order to successfully compete in our industry, we will need to:

 Expand
 our customers basis and strive for additional orders;

 Raise
 funds to support our operations and expand our capacities;

 Recruit
 talent to explore high technology (e.g., advanced technology in our industry, including, among other things, environmental friendly
 raw materials, etc.); and

 That
 we provide outstanding product quality, customer service and rigid integrity in our business dealings.

 However,
there can be no assurance that even if we do these things we will be able to compete effectively with the other companies in our industry.
We believe that we have the required management expertise in the rubber sealing strip industry with good development potential and affordable
price.

 Government
Regulations

 Environmental
 Protection. The production of chemical pollutants in China must obtain a certificate from the relevant department. Rubber
 compound is a heavily polluting industry and must be approved by the local environmental protection department in China before it
 can be produced. Our company has qualified for all environmental assessment criteria.

 Production
 and Operation License. In China, it is necessary to obtain a business license issued by the Chinese Ministry of Commerce
 to operate the business related to the business license. RLSP's main business includes manufacturing the rubber and plastic
 sealing strips for automotive windows and doors, and RLSP obtained its business license in July 2019.

 Our
wholly owned subsidiary, RLSP, is incorporated and operating in the PRC. RLSP has obtained the requisite permissions from Chinese authorities
to operate its current business in China, including a business license and an approval from Ningbo Environmental Ecology Department regarding
our manufacture process and environmental protection process.

 Corporate
History and Structure

Leaf Inc was incorporated under the laws of the State of Nevada on May 18, 2021. We acquired Rubber Leaf Sealing Products (Zhejiang)
Co., Ltd. on May 27, 2021, through a Share Exchange Agreement between the Company and Xingxiu Hua, our Chief Executive Officer, President
and Chairperson and who owned all of the issued and outstanding shares of RLSP (the "Share Exchange"). After the acquisition,
RLSP became our 100% directly controlled subsidiary and wholly foreign-owned enterprise in China. Currently, all of our business is conducted
through RLSP. RLSP was established in Fenghua, Ningo, China and commenced operations in July 2019. RLSP was the wholly owned subsidiary
of Rubber Leaf LLC, a Delaware company organized on June 1, 2018, and Xingxiu Hua was the sole member of Rubber Leaf LLC. In May 2021,
all of Rubber Leaf LLC's ownership interests in RLSP was transferred to its sole member, Xingxiu Hua. RLSP specializes in the production
and sales of automotive rubber and plastic sealing strips. We are a well-known auto parts enterprise, and we are also the first-tier
supplier of well-known auto brands such as eGT and Volkswagen.

 Our
principal business address is Qixing Road, Weng'ao Industrial Zone, Chunhu Subdistrict, Fenghua District, Ningbo, Zhejiang, China.

 The
following diagram illustrates our corporate structure as of December 31, 2023.

 Transfer
of Cash Through our Group

 Our
equity structure is a direct holding structure, that is, Rubber Leaf Inc, directly controls Rubber Leaf Sealing Products (Zhejiang) Co.,
Ltd., a company established in People's Republic of China.

 If
RLI intends to distribute dividends, RLI will transfer the dividends from RLSP to RLI in accordance with the laws and regulations of
the PRC, and then the dividends will be distributed from RLI to all shareholders respectively in proportion to the shares they hold,
regardless of whether the shareholders are U.S. investors or investors in other countries or regions. We are able to make such transfers
through banks in China under current account items, such as profit distributions and trade and service-related foreign exchange transactions,
which can be made in foreign currencies without prior approval from State Administration of Foreign Exchange (the "SAFE")
by complying with certain procedural requirements with the banks. However, approval from or registration with appropriate government
authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as
the repayment of loans denominated in foreign currencies.

 As
 of December 31, 2023 and 2022, our CEO Ms. Xingxiu Hua and CFO Mr. Hua Wang, provided loans to
RLI totaling $2,422,625 and $2,300,495, respectively. These loans do not bear interest and are due on demand. For the years ended December
31, 2023 and 2022, RLI made capital contributions of $125,000 and 2,055,415, respectively, to RLSP to support its daily operation, within
the current existing approved registered capital limits of RLSP in China. The cash transfer was approved by Agricultural Bank
of China, Fenghua Branch, which is authorized by the State Administration of Foreign Exchange. PRC laws and regulations allow an offshore
holding company to provide funding to its wholly owned subsidiary in China only through loans or capital contributions, subject to the
filing or approval of government authorities and limits on the amount of capital contributions and loans. Subject to satisfaction of
applicable government registration and approval requirements, we may extend inter-company loans to our wholly owned subsidiary in China
or make additional capital contributions to fund RLSP's capital expenditures or working capital. For an increase of its registered
capital, RLSP needs to file such change of registered capital with the China's Ministry of Commerce ("MOFCOM") or its
local counterparts. If RLI provides funding to RLSP through loans, the total amount of such loans may not exceed the difference between
the entity's total investment as approved by the foreign investment authorities and its registered capital. Such loans must be
registered with SAFE or its local branches.

 As
of the date of the report, no cash and other asset transfers have occurred from RLSP to RLI, and no dividends or distributions have been
made from RLSP to RLI, and RLI has not paid any dividends to investors. For the foreseeable future, the Company intends to use the earnings
for research and development, to develop new products and to expand its production capacity. As a result, we do not expect to pay any
cash dividends.

 Our
PRC subsidiary's ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our
PRC subsidiary to transfer profits to RLI only out of its after-tax accumulated profits, if any, determined in accordance with Chinese
accounting standards and regulations. In addition, our subsidiary in China is required to set aside at least 10% of its after-tax profits
each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in China
is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be
set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other
ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the
reserve funds are not distributable as cash dividends except in the event of liquidation.

 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 have 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 subsidiary's 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 subsidiary
in the PRC incur debt on its own in the future, the instruments governing the debt may restrict its ability to pay dividends or make
other payments.

 In
addition, the Enterprise Income Tax Law, or EIT, and its implementation rules provide that a withholding tax rate of up to 10% will be
applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to
treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident
enterprises are incorporated. Any limitation on the ability of our PRC subsidiary to pay dividends or make other distributions to us
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.

 In
addition, if RLSP incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends.
As of the date of this Annual Report, other than the transfer of cash in
the amount of $125,000 and $2,055,415, respectively, from RLI to RLSP as capital contribution for its daily operation for the years ended
December 31, 2023 and 2022, respectively, there were no material cash flows between RLI and RLSP and for the past two fiscal years,
RLSP has not declared any dividends or made other distributions to the Company nor has the Company paid dividends or made other distributions
to its shareholders. We do not expect to pay cash dividends in the near future.

 Description
of Property

 We
purchased a piece of land in Fenghua District, Ningbo City, Zhejiang Province, where we completed the construction of a new factory and
obtained its property certificate for production in December 2023. This new factory is projected to accommodate 15 TPV production lines
and 10 EPDM production lines, which can meet the requirements of 3 million vehicles.

 Human
Capital Resources

 As
of March 20, 2024, we had a total of 24 full-time employees. In compliance with PRC law, we provide our employees with five types of
insurances.

 Our
human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing
and new employees, advisors and consultants. The principal purposes of our equity and cash incentive plans are to attract, retain and
reward personnel through the granting of stock-based and cash-based compensation awards, in order to increase stockholder value and the
success of our Company by motivating such individuals to perform to the best of their abilities and achieve our objectives.

 Patents
and Trademarks

 The
Company currently has two patents, which were issued by China National Intellectual Property Administration on August 24, 2021 and September
7, 2023, respectively, to our fully-owned subsidiary RLSP. The duration of each patent is ten (10) years.

 The
 first patent is a type of external water squeegee for cleaning car windows. This device features a furry surface that sweeps across
 the glass, efficiently removing water and debris while directing them away from the vehicle.

 The
 second patent is an easily replaceable internal water squeegee. Its design incorporates a structure that easily attaches to the car
 door's metal frame using plastic grooves, allowing for straightforward removal and replacement.

 For
 new energy vehicles, the sealing strip is both a first-level exterior part and a first-level functional part. The weight of the sealing
 strip and environmental protection has also become vital research topics.

 Typically,
 both internal and external water squeegees are made of rubber and steel bands. Our patents use recyclable plastic instead of rubber
 and metal skeleton components, thus enhancing environmental sustainability, reducing weight, and improving recyclability.

 The
Company currently does not own any trademarks.

 Legal
Proceedings

 Except as set forth below, we know of no material,
existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation,
and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an
adverse party or has a material interest adverse to our Company.

 On March 1, 2024, RLSP filed a complaint against Ningbo
Rongsen Construction Co., Ltd ("Ningbo Rongsen") in the Ningbo Intermediate People's Court of China, challenging the
overvalued construction costs of our newly constructed factory. On March 5, 2024, RLSP received a notification from Ningbo Fenghua District
People's Court that the construction project contract dispute case of RLSP vs. Ningbo Rongsen has been filed. The case number is
(2024) Zhejiang 0213 Civil Litigation No. 1737.

 On August 5, 2022, RLSP and Ningbo Rongsen signed
a Construction Engineering Contract, with an agreed project cost of US $4,931,105 (RMB 35 million). The project was completed on October
25, 2023, and subsequently audited by Ningbo Zhongxin Engineering Management Co., Ltd., which initially appraised the project at US $6,519,991
(RMB 46,277,593). Based on this appraisal, RLSP signed a Settlement Payment Agreement with Ningbo Rongsen on January 7, 2024, setting
the final settlement price at US $7,171,990 (RMB 50,905,352).

 However, a significant discrepancy emerged following
a second evaluation by Kexin United Engineering Consulting Co., Ltd., which determined the project cost to be US $5,221,922 (RMB 37,064,159),
indicating a discrepancy of 26.32% compared to the price in the Settlement Payment Agreement. Citing a major misunderstanding influenced
by the initial overvaluation, RLSP seeks legal action to revoke the Settlement Payment Agreement, in accordance with Article 147 of the
Civil Code of the People's Republic of China, which allows for the revocation under significant misunderstanding.

 Our management maintains confidence in our legal standing
and is actively pursuing a resolution that will be beneficial to us. As legal proceedings are subject to inherent uncertainties, we cannot
predict the outcome of this matter at the time of filing this Annual Report.

 Reports
to Security Holders

 The
Company's documents filed with the Securities and Exchange Commission ("SEC") may be inspected at the SEC's principal
office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section
of the SEC, 100 F Street N.E., Washington, D.C. 20549. Call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. The SEC also maintains a web site at www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the SEC. All of the Company's filings may be located under the CIK number 0001893657.

 Item
1A. Risk Factors.

 An
investment in our common stock is highly speculative and should only be made by persons who can afford to lose their entire investment
in us. You should carefully consider the following risk factors and other information in this Annual Report before deciding to become
a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected
to a significant extent.

 Risks
Related to Doing Business in the People's Republic of China ("PRC")

 PRC
regulations relating to investments in foreign companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiary
to liability or penalties, limit our ability to inject capital into our PRC subsidiary or limit our PRC subsidiary' ability to
increase its registered capital or distribute profits.

 As
a U.S. holding company of our PRC subsidiary, we may make loans to our PRC subsidiary or may make additional capital contributions to
our PRC subsidiary, subject to satisfaction of applicable governmental registration and approval requirements.

 Any
loans we extend to our PRC subsidiary, which are treated as foreign-invested enterprises under PRC law, cannot exceed the statutory limit
and must be registered with the local counterpart of the State Administration of Foreign Exchange ("SAFE").

 In
July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents' Offshore
Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, which replaces the previous
SAFE Circular 75. SAFE Circular 37 requires PRC residents, including PRC individuals and PRC corporate entities, to register with SAFE
or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our
shareholders who are PRC residents and may be applicable to any offshore acquisitions that we may make in the future.

 Under
SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments
in offshore special purpose vehicles, or SPVs, are required to register such investments with SAFE or its local branches. In addition,
any PRC resident who is a direct or indirect shareholder of an SPV, is required to update its registration with the local branch of SAFE
with respect to that SPV, to reflect any material change. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident
shareholders to update their registration with the local branch of SAFE to reflect any material change. If any PRC resident shareholder
of such SPV fails to make the required registration or to update the registration, the subsidiary of such SPV in China may be prohibited
from distributing its profits or the proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV may also
be prohibited from making additional capital contributions into its subsidiary in China. In February 2015, SAFE promulgated a Notice
on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13. Under SAFE Notice
13, applications for foreign exchange registration of inbound foreign direct investments and outbound direct investments, including those
required under SAFE Circular 37, must be filed with qualified banks instead of SAFE. Qualified banks should examine the applications
and accept registrations under the supervision of SAFE. We have used our best efforts to notify PRC residents or entities who directly
or indirectly hold shares in our U.S. holding company and who are known to us as being PRC residents to complete the foreign exchange
registrations. However, we may not be informed of the identities of all the PRC residents or entities holding direct or indirect interest
in our Company, nor can we compel our beneficial owners to comply with SAFE registration requirements. We cannot assure you that all
other shareholders or beneficial owners of ours who are PRC residents or entities have complied with, and will in the future make, obtain
or update any applicable registrations or approvals required by, SAFE regulations. Failure by such shareholders or beneficial owners
to comply with SAFE regulations, or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject us
to fines or legal sanctions, restrict our overseas or cross-border investment activities and limit our PRC subsidiary's ability
to make distributions or pay dividends to us or affect our ownership structure, which could adversely affect our business and prospects.

 Furthermore,
as these foreign exchange and outbound investment related regulations are relatively new and their interpretation and implementation
has been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border investments
and transactions, will be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject
to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and
foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. We cannot assure
you that we have complied or will be able to comply with all applicable foreign exchange and outbound investment related regulations.
In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case
may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange
regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

 In
light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding
companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government
approvals on a timely basis, if at all, with respect to future loans to our PRC subsidiary or future capital contributions by us to our
PRC subsidiary. If we fail to complete such registrations or obtain such approvals, our ability to fund our PRC operations may be negatively
affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

 Changes
in the policies of the PRC government could have a significant impact upon our ability to operate profitably in the PRC.

 We
conduct all of our operations and all of our revenue is generated in the PRC. Accordingly, economic, political and legal developments
in the PRC will significantly affect our business, financial condition, results of operations and prospects. Policies of the PRC government
can have significant effects on economic conditions in the PRC and the ability of businesses to operate profitably. Our ability to operate
profitably in the PRC may be adversely affected by changes in policies by the PRC government, including changes in laws, regulations
or their interpretations.

 PRC
laws and regulations governing our current business operations are sometimes vague and uncertain. Uncertainties with respect to the PRC
legal system, including those regarding the enforcement of laws, and sudden or unexpected changes, with little advance notice, in laws
and regulations in China could adversely affect us and limit the legal protections available to you and us.

 There
are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to,
the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances.
The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement
could be unpredictable, with little advance notice. The effectiveness and interpretation of newly enacted laws or regulations, including
amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which
are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations
that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation
of existing or new PRC laws or regulations may have on our business.

 Our
subsidiary, RLSP, is formed under and governed by the laws of the PRC. The PRC legal system is a civil law system based on written statutes.
Unlike the common law system, prior court decisions under the civil law system may be cited for reference, but have limited precedential
value. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations
of many laws, regulations and rules are not always uniform and the enforcement of these laws, regulations and rules involves uncertainties.

 In
1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general, such
as foreign investment, corporate organization and governance, commerce, taxation and trade. The overall effect of legislation over the
past three decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, since
the PRC legal system continues to evolve rapidly, the interpretations of many laws, regulations and rules are not always uniform and
enforcement of these laws, regulations and rules involves uncertainties and sudden changes, sometimes with little advance notice. As
a significant part of our business is conducted in China, our operations are principally governed by PRC laws and regulations, which
may limit legal protections available to us. Uncertainties due to evolving laws and regulations could also impede the ability of a China-based
company, such as our Company, to obtain or maintain permits or licenses required to conduct business in China. In the absence of required
permits or licenses, governmental authorities could impose material sanctions or penalties on us. In addition, some regulatory requirements
issued by certain PRC government authorities may not be consistently applied by other PRC government authorities (including local government
authorities), thus making strict compliance with all regulatory requirements impractical, or in some circumstances impossible. For example,
we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract.
However, since PRC administrative and court authorities have discretion in interpreting and implementing statutory and contractual terms,
it may be more difficult to predict the outcome of administrative and court proceedings and the level of legal protection we enjoy than
in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of
which are not published on a timely basis or at all and may have retroactive effect. As a result, we may not be aware of our violation
of any of these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China
may be protracted, resulting in substantial costs and diversion of resources and management attention.

 The
PRC government has significant oversight and discretion over the conduct of our business and may intervene or influence our operations
as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new
policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility
that it will in the future release regulations or policies regarding our industry that could adversely affect our business, financial
condition and results of operations. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control
over securities offerings and other capital markets activities that are conducted overseas and foreign investment in China-based companies
like us. Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.

 Furthermore,
if China adopts more stringent standards with respect to certain areas such as environmental protection or corporate social responsibilities,
we may incur increased compliance costs or become subject to additional restrictions in our operations. Certain areas of the law, including
intellectual property rights and confidentiality protections in China may also not be as effective as in the United States or other countries.
In addition, we cannot predict the effects of future developments in the PRC legal system on our business operations, including the promulgation
of new laws, or changes to existing laws or the interpretation or enforcement thereof. These uncertainties could limit the legal protections
available to us and our investors, including you.

 We
may be subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity and data protection. We
may be liable for improper use or appropriation of personal information provided by our customers.

 We
may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity and data protection.
These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable
to us are often uncertain and may be conflicting, particularly with respect to foreign laws. In particular, there are numerous laws and
regulations regarding privacy and the collection, sharing, use, processing, disclosure and protection of personal information and other
user data. Such laws and regulations often vary in scope, may be subject to differing interpretations and may be inconsistent among different
jurisdictions.

 We
expect to obtain information about various aspects of our operations as well as regarding our employees and third parties. We also maintain
information about various aspects of our operations as well as regarding our employees. The integrity and protection of our customer,
employee and company data is critical to our business. Our customers and employees expect that we will adequately protect their personal
information. We are required by applicable laws to keep strictly confidential the personal information that we collect, and to take adequate
security measures to safeguard such information.

 The
PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits
institutions, companies and their employees from selling or otherwise illegally disclosing a citizen's personal information obtained
during the course of performing duties or providing services or obtaining such information through theft or other illegal ways. On November
7, 2016, the Standing Committee of the National People's Congress of China ("SCNPC") issued the Cyber Security Law
of the PRC, or Cyber Security Law, which became effective on June 1, 2017.

 Pursuant
to the Cyber Security Law, network operators must not, without users' consent, collect their personal information, and may only
collect users' personal information necessary to provide their services. Providers are also obliged to provide security maintenance
for their products and services and shall comply with provisions regarding the protection of personal information as stipulated under
the relevant laws and regulations.

 The
Civil Code of the PRC (issued by the PRC National People's Congress on May 28, 2020 and effective from January 1, 2021) provides
the main legal basis for privacy and personal information infringement claims under the Chinese civil laws. PRC regulators, including
the CAC, Ministry of Industry and Information Technology and the Ministry of Public Security, have been increasingly focused on regulation
in the areas of data security and data protection.

 The
PRC regulatory requirements regarding cybersecurity are constantly evolving. For instance, various regulatory bodies in China, including
the CAC, the Ministry of Public Security and the State Administration for Market Regulation, have enforced data privacy and protection
laws and regulations with varying and evolving standards and interpretations. In April 2020, the Chinese government promulgated Cybersecurity
Review Measures, which came into effect on June 1, 2020. According to the Cybersecurity Review Measures, operators of critical information
infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security.

 In
November 2016, the SCNPC passed China's first Cybersecurity Law ("CSL"), which became effective in June 2017. The CSL
is the first PRC law that systematically lays out the regulatory requirements on cybersecurity and data protection, subjecting many previously
under-regulated or unregulated activities in cyberspace to government scrutiny. The legal consequences of violation of the CSL include
penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutting down the
websites and revocation of business license or relevant permits. In April 2020, the CAC and certain other PRC regulatory authorities
promulgated the Cybersecurity Review Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators
of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may
affect national security. On July 10, 2021, the CAC issued a revised draft of the Measures for Cybersecurity Review for public comments,
which required that, in addition to "operator of critical information infrastructure," any "data processor" carrying
out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further
elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among others,
(i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed and illegally used
or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal
information being affected, controlled or maliciously used by foreign governments after listing abroad. The CAC has said that under the
proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings in
other nations because of the risk that such data and personal information could be "affected, controlled and maliciously exploited
by foreign governments." The cybersecurity review will also investigate the potential national security risks from overseas initial
public offerings. On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which took effect on September 1, 2021. The Data
Security Law also sets forth the data security protection obligations for entities and individuals handling personal data, including
that no entity or individual may acquire such data by stealing or other illegal means, and the collection and use of such data should
not exceed the necessary limits. The costs of compliance with, and other burdens imposed by, the CSL and any other cybersecurity and
related laws may limit the use and adoption of our products and services and could have an adverse impact on our business. Further, if
the enacted version of the Measures for Cybersecurity Review mandates clearance of cybersecurity review and other specific actions to
be completed by companies like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

 On
August 20, 2021, the SCNPC promulgated the PRC Personal Information Protection Law (the "Personal Information Protection Law"),
which took effect in November 2021. The Personal Information Protection Law provides that any entity involving processing of personal
information ("Personal Information Processer") shall take various measures to prevent the disclosure, modification or losing
of the personal information processed by such entity, including, but not limited to, formulating a related internal management system
and standard of operation, conducting classified management of personal information, taking safety technology measures to encrypt and
de-identify the processed personal information, providing regular safety training and education for staff and formulating a personal
information safety emergency accident plan. The Personal Information Protection Law further provides that a Personal Information Processer
shall conduct a prior evaluation of the impact of personal information protection before the occurrence of various situations, including,
but not limited to, processing of sensitive personal information (personal information that, once leaked or illegally used, may lead
to discrimination against an individual or serious harm to an individual's personal or property safety, including information on
an individual's ethnicity, religious beliefs, personal biological characteristics, medical health, financial accounts, personal
whereabouts, etc.), using personal information to make automated decisions and providing personal information to any overseas entity.

 On
November 14, 2021, the CAC released the Regulations on Network Data Security (draft for public comments) and accepted public comments
until December 13, 2021. The draft Regulations on Network Data Security provide that data processors refer to individuals or organizations
that autonomously determine the purpose and the manner of processing data. If a data processor that processes personal data of more than
one million users intends to list overseas, it shall apply for a cybersecurity review. In addition, data processors that process important
data or are listed overseas shall carry out an annual data security assessment on their own or by engaging a data security services institution,
and the data security assessment report for the prior year should be submitted to the local cyberspace affairs administration department
before January 31 of each year. On December 28, 2021, the Measures for Cybersecurity Review (2021 version) was promulgated and took effect
on February 15, 2022, which iterates that any "online platform operators" controlling personal information of more than one
million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review. As advised by our PRC legal
counsel, Shanghai Liqin Law Firm, neither we nor our subsidiary RLSP is among the "operator of critical information infrastructure"
or "data processor" as mentioned above. The Company, through RLSP, is a supplier of automotive rubber sealing products in
China, and designs, develops and manufactures auto rubber related products, and neither the Company nor its subsidiary is engaged in
data activities as defined under the Personal Information Protection Law, which includes, without limitation, collection, storage, use,
processing, transmission, provision, publication and deletion of data. In addition, neither the Company nor its subsidiary is an operator
of any "critical information infrastructure" as defined under the PRC Cybersecurity Law and the Security Protection Measures
on Critical Information Infrastructure. However, Measures for Cybersecurity Review (2021 version) was recently adopted and the Regulations
on Network Data Security (draft for comments) is in the process of being formulated and the Opinions remain unclear on how it will be
interpreted, amended and implemented by the relevant PRC governmental authorities.

 There
remain uncertainties as to when the final measures will be issued and take effect, how they will be enacted, interpreted or implemented,
and whether they will affect us. If we inadvertently conclude that the Measures for Cybersecurity Review (2021 version) do not apply
to us, or applicable laws, regulations, or interpretations change and it is determined in the future that the Measures for Cybersecurity
Review (2021 version) become applicable to us, we may be subject to review when conducting data processing activities, and may face challenges
in addressing its requirements and make necessary changes to our internal policies and practices. We may incur substantial costs in complying
with the Measures for Cybersecurity Review (2021 version), which could result in material adverse changes in our business operations
and financial position. If we are not able to fully comply with the Measures for Cybersecurity Review (2021 version), our ability to
offer or continue to offer securities to investors may be significantly limited or completely hindered, and our securities may significantly
decline in value or become worthless.

 The
CSRC has released the Trial Administrative Measures of Overseas Securities Offering and Listing by domestic companies and five guidelines,
which came into effect on March 31, 2023. The Chinese government may exert more oversight and control over offerings that are conducted
overseas and foreign investment in China-based issuers, which could significantly limit or completely hinder our ability to offer or
continue to offer our common stock to investors and could cause the value of our common stock to significantly decline or become worthless.

 On
December 24, 2021, the CSRC released the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of
Securities by Domestic Enterprises (Draft for Comments) (the "Draft Administrative Provisions") and the Measures for the
Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the "Draft Filing Measures",
and collectively with the Draft Administrative Provisions, the "Draft Rules Regarding Overseas Listing"), which stipulate
that Chinese-based companies, or the issuer, shall fulfill the filing procedures after the issuer makes an application for initial public
offering and listing in an overseas market, and certain overseas offering and listing such as those that constitute a threat to or endanger
national security, as reviewed and determined by competent authorities under the State Council in accordance with law, may be prohibited
under the Draft Rules Regarding Overseas Listing. On February 17, 2023, with the approval of the State Council, the CSRC released the
Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the "Trial Measures") and
five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Measures, among other requirements, (1)
domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures
with the CSRC; if a domestic company fails to complete the filing procedures, such domestic company may be subject to administrative
penalties; and (2) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate
a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC
within three business days after the submission of the overseas offering and listing application. On the same day, the CSRC also held
a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering
and Listing by Domestic Companies, which clarifies that (1) on or prior to the effective date of the Trial Measures, domestic companies
that have already submitted valid applications for overseas offering and listing but have not obtained approval from overseas regulatory
authorities or stock exchanges may reasonably arrange the timing for submitting their filing applications with the CSRC, and must complete
the filing before the completion of their overseas offering and listing; (2) a six-month transition period will be granted to domestic
companies which, prior to the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities
or stock exchanges, but have not completed the indirect overseas listing; if domestic companies fail to complete the overseas listing
within such six-month transition period, they shall file with the CSRC according to the requirements; (3) the CSRC will solicit opinions
from relevant regulatory authorities and complete the filing of the overseas listing of companies with contractual arrangements which
duly meet the compliance requirements, and support the development and growth of these companies; and (4) domestic companies that are
already listed on overseas exchanges by or before March 31, 2023 are not required to make any filings with CSRC unless they raise additional
equity financing.

 As
of the date of this Annual Report, neither we nor our PRC subsidiary has been subject to any investigation, or received any notice, warning,
or sanction from the CSRC or other applicable government authorities related to our listing. If we are required to file with the CSRC
for our future offering, there is no assurance that we can complete such filing in a timely manner or even at all. Any failure by us
to comply with such filing requirements may result in an order to rectify, warnings and fines against us and could materially hinder
our ability to offer or continue to offer our securities.

 We
are a holding company and will rely on dividends paid by our subsidiary for our cash needs. Any limitation on the ability of our subsidiary
to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent
company expenses or pay dividends to holders of our common stocks.

 We
are a holding company and conduct substantially all of our business through our PRC subsidiary, which is a limited liability company
established in China. We may rely on dividends to be paid by our PRC subsidiary to fund our cash and financing requirements, including
the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our
operating expenses. If our PRC subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict
its ability to pay dividends or make other distributions to us.

 Under
PRC laws and regulations, our PRC subsidiary, which is a wholly foreign-owned enterprise in China, may pay dividends only out of its
accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise
is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund a certain statutory reserve fund,
until the aggregate amount of such fund reaches 50% of its registered capital.

 Our
PRC subsidiary generates primarily all of its revenue in Renminbi, which is not freely convertible into other currencies. As a result,
any restriction on currency exchange may limit the ability of our PRC subsidiary to use its Renminbi revenues to pay dividends to us.
The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting process may be put
forward by SAFE for cross-border transactions falling under both the current account and the capital account. Any limitation on the ability
of our PRC subsidiary to pay dividends or make other kinds of payments to us 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.

 In
addition, the Enterprise Income Tax Law, or EIT, and its implementation rules provide that a withholding tax rate of up to 10% will be
applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to
treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident
enterprises are incorporated. Any limitation on the ability of our PRC subsidiary to pay dividends or make other distributions to us
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.

 Because
our business is conducted in RMB and the price of our common stock is quoted in United States dollars, changes in currency conversion
rates may affect the value of your investments.

 Our
business is conducted in the PRC, our books and records are maintained in Renminbi or "RMB," which is the currency of the
PRC, and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes
in the exchange rate between the RMB and dollar affect the value of our assets and the results of our operations in United States dollars.
The value of the RMB against the United States dollar and other currencies may fluctuate and is affected by, among other things, changes
in the PRC's political and economic conditions and perceived changes in the economy of the PRC and the United States. Any significant
revaluation of the RMB may materially and adversely affect our cash flows, revenue and financial condition.

 The
value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political
and economic conditions in China and by China's foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old
policy of pegging the value of the RMB to the U.S. dollar, and the RMB appreciated more than 20% against the U.S. dollar over the following
three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the RMB and the U.S. dollar remained
within a narrow band. Since June 2010, the RMB has fluctuated against the U.S. dollar, at times significantly and unpredictably. On November
30, 2015, the Executive Board of the International Monetary Fund completed the regular five-year review of the basket of currencies that
make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016, the RMB is determined to be a freely
usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yen and
the British pound. In the fourth quarter of 2016, the RMB depreciated significantly in the backdrop of a surging U.S. dollar and persistent
capital outflows of China.

 This
depreciation halted in 2017, and the RMB appreciated approximately 7% against the U.S. dollar during this one-year period. The RMB in
2018 depreciated approximately by 5% against the U.S. dollar. Starting from the beginning of 2019, the RMB has depreciated significantly
against the U.S. dollar again. In early August 2019, the People's Bank of China set the RMB's daily reference rate at RMB7.0039
to US$1.00, the first time that the exchange rate of RMB to U.S. dollar exceeded 7.0 since 2008. With the development of the foreign
exchange market and progress towards interest rate liberalization and RMB internationalization, the PRC government may in the future
announce further changes to the exchange rate system, and we cannot assure you that the RMB will not appreciate or depreciate significantly
in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC, or U.S. government policy may impact
the exchange rate between the RMB and the U.S. dollar in the future.

 There
remains significant international pressure on the Chinese government to adopt a flexible currency policy to allow the RMB to appreciate
against the U.S. dollar. Significant revaluation of the RMB may have a material and adverse effect on your investment. Substantially
all of our revenues and costs are denominated in RMB. Any significant revaluation of RMB may materially and adversely affect our revenues,
earnings and financial position, and the value of, and any dividends payable on, our common stock in U.S. dollars.

 To
the extent that we need to convert U.S. dollars we receive from any future financing into RMB for capital expenditures and working capital
and other business purposes, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we would
receive from the conversion. Conversely, a significant depreciation of the RMB against the U.S. dollar may significantly reduce the U.S.
dollar equivalent of our earnings, which in turn could adversely affect the price of our common stock, and if we decide to convert RMB
into U.S. dollars for the purpose of making dividend payments on our common stock, strategic acquisitions or investments or other business
purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us.

 Very
limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into
any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging
transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge
our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict
our ability to convert RMB into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your
investment.

 Governmental
control of currency conversion may limit our ability to utilize our net revenues effectively and affect the value of your investment.

 The
PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency
out of China. We receive substantially all of our net revenues in RMB. Under our current corporate structure, our Company in the United
States relies on dividend payments from our PRC subsidiary to fund any cash and financing requirements we may have. Under existing PRC
foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange
transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore,
our PRC subsidiary is able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that
the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulation, such as the
overseas investment registrations by the beneficial owners of our Company who are PRC residents. But approval from or registration with
appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital
expenses such as the repayment of loans denominated in foreign currencies.

 In
light of the flood of capital outflows of China in 2016 due to the weakening RMB, the PRC government has imposed more restrictive foreign
exchange policies and stepped-up scrutiny of major outbound capital movement. More restrictions and substantial vetting process are put
in place by SAFE to regulate cross-border transactions falling under the capital account. The PRC government may also at its discretion
restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents
us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign
currencies to our shareholders.

 Under
the PRC Enterprise Income Tax Law, or the EIT Law, we may be classified as a "resident enterprise" of China, which could
result in unfavorable tax consequences to us and our non-PRC shareholders.

 The
EIT Law and its implementing rules provide those enterprises established outside of China whose "de facto management bodies"
are located in China are considered "resident enterprises" under PRC tax laws. The implementing rules promulgated under the
EIT Law define the term "de facto management bodies" as a management body which substantially manages, or has control over
the business, personnel, finance and assets of an enterprise. In April 2009, the State Administration of Taxation, or SAT, issued the
Circular on Issues Concerning the Identification of Chinese-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance
With the Actual Standards of Organizational Management, known as Circular 82, which has provided certain specific criteria for determining
whether the "de facto management bodies" of a PRC-controlled enterprise that is incorporated offshore is located in China.
However, there are no further detailed rules or precedents governing the procedures and specific criteria for determining "de facto
management body." Although our board of directors ("Board") and management are located in the PRC, it is unclear if
the PRC tax authorities will determine that we should be classified as a PRC "resident enterprise."

 If
we are deemed as a PRC "resident enterprise," we will be subject to PRC enterprise income tax on our worldwide income at
a uniform tax rate of 25%, although dividends distributed to us from our existing PRC subsidiary and any other PRC subsidiary which we
may establish from time to time could be exempt from the PRC dividend withholding tax due to our PRC "resident recipient"
status. This could have a material and adverse effect on our overall effective tax rate, our income tax expenses and our net income.
Furthermore, dividends, if any, paid to our shareholders may be decreased as a result of the decrease in distributable profits. In addition,
if we were considered a PRC "resident enterprise", any dividends we pay to our non-PRC investors, and the gains realized
from the transfer of our common stock may be considered income derived from sources within the PRC and be subject to PRC tax, at a rate
of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable
tax treaty). It is unclear whether holders of our common stock would be able to claim the benefits of any tax treaties between their
country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. This could have a material and adverse
effect on the value of your investment in us and the price of our common stock.

 Changes
in international trade policies, trade dispute or the emergence of a trade war, may have a material adverse effect on our business.

 Political
events, international trade disputes, and other business interruptions could harm or disrupt international commerce and the global economy
and could have a material adverse effect on us and our customers, service providers and other partners.

 International
trade disputes could result in tariffs and other protectionist measures that could adversely affect our business. Tariffs could increase
the cost of the goods and products which could affect consumers' discretionary spending levels and therefore adversely impact our
business. In addition, political uncertainty surrounding international trade disputes and the potential of the escalation to trade war
and global recession could have a negative effect on consumer confidence, which could adversely affect our business.

 Inflation
in the PRC could adversely impact our financial condition and results of operations.

 Our
wholly owned subsidiary, RLSP, is the only operating entity that conducts business in the PRC. Since the inception of RLSP, inflation
in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the year-over-year
percent changes in the consumer price index for 2019, 2020 and 2021 were increases of 2.9 %, 2.5% and 0.9%, respectively. The PRC overall
economy is expected to continue to grow. Although we have not in the past been materially affected by inflation, we can provide no assurance
that we will not be affected in the future by higher rates of inflation in China. Future increases in the PRC's inflation may adversely
impact our financial condition and result of operations unless we are able to pass on these costs to our customers by increasing the
prices of our products.

 U.S.
regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China.

 Any
disclosure of documents or information located in China by foreign agencies may be subject to jurisdiction constraints and must comply
with China's state secrecy laws, which broadly define the scope of "state secrets" to include matters involving economic
interests and technologies. There is no guarantee that requests from U.S. federal or state regulators or agencies to investigate or inspect
our operations will be honored by us, by entities who provide services to us or with whom we associate, without violating PRC legal requirements,
especially as those entities are located in China.

 The
PRC Securities Law was promulgated in December 1998 and was subsequently revised in October 2005, June 2013, August 2014 and December
2019. 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 there
is no detailed interpretation regarding the rule implementation under Article 177, it will be difficult for an overseas securities regulator
to conduct investigation or evidence collection activities in China.

 The
disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any
regulatory bodies in the PRC.

 We
are regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations
promulgated by the SEC under the Securities Act and the Exchange Act. Our SEC reports and other disclosure and public pronouncements
are not subject to the review or scrutiny of any PRC regulatory authority. For example, the disclosure in our SEC reports and other filings
are not subject to the review by China Securities Regulatory Commission, a PRC regulator that is responsible for oversight of the capital
markets in China. Accordingly, you should review our SEC reports, filings and our other public pronouncements with the understanding
that no local regulator has done any review of us, our SEC reports, other filings or any of our other public pronouncements.

 Any
disruption in the supply chain of raw materials and our products could adversely impact our ability to produce and deliver products.

 As
to the products we manufacture, we must manage our supply chain for raw materials and delivery of our products. Supply chain fragmentation
and local protectionism within China further complicate supply chain disruption risks. Local administrative bodies and physical infrastructure
built to protect local interests pose transportation challenges for raw material transportation and product delivery. In addition, profitability
and volume could be negatively impacted by limitations inherent within the supply chain, including competitive, governmental, legal,
natural disasters and other events that could impact supply and price. Any of these occurrences could cause significant disruptions to
our supply chain, manufacturing capability and distribution system that could adversely impact our ability to produce and deliver products.

 A
global pandemic of a novel strain of coronavirus first emerged in China in December 2019 and has spread globally. The pandemic has resulted
in quarantines, travel restrictions and the temporary closure of stores and business facilities in China for the first half of 2020.
In March 2020, the World Health Organization declared COVID-19 as a global pandemic. Furthermore, the effects of a subvariant of the
Omicron variant of COVID-19, which may spread faster than the original Omicron variant, as well as the effects of any new variants and
subvariants which may develop, including any actions taken by governments, may have the effect of increasing the already-existing supply
chain problems or slowing our sales. Moreover, China's former policy of effecting closures to avoid infections, including the recent
lockdown in many provinces and municipalities in China, if reimplemented, could affect our results of operations.

 Although
the COVID-19 pandemic has ended, there still exists threats of a significant outbreak of COVID-19, including its variants and subvariants,
and other infectious diseases in China and other parts of the world, the existence of which would result in a widespread health crisis
that could adversely affect the economies and financial markets worldwide.

 The
virus and the measures to contain its spread have resulted in business and manufacturing disruptions in our markets, impacted the business
activities of merchandise trade and disrupted the global supply chain. For example, Shanghai, China entered into a city-wide lockdown
in March 2022 due to the COVID-19 outbreak, which adversely impacted our sales to our main customer, Shanghai Xinsen, for the first half
of year 2022.

 The
global stock markets have experienced and may continue to experience a significant decline from the COVID-19 outbreak. Because of the
uncertainty surrounding the COVID-19 outbreak, the business disruption and the related financial impact related to the outbreak of and
response to the coronavirus cannot be reasonably estimated at this time.

 On
February 24, 2022, the Russian Federation launched an invasion of Ukraine that has already affected global economic markets, and the
uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia's recent military
interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other
countries against Russia. Russia's military incursion and the resulting sanctions could adversely affect global energy and financial
markets and thus could affect our customers' business and our business, even though we do not have any direct exposure to Russia
or the adjoining geographic regions. The extent and duration of the military action, sanctions, and resulting market disruptions are
impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify
the impact of other risks described in this section. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict
and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities, or more
extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have
a material adverse effect on the operations, results of operations, financial condition, liquidity and business outlook of our business.

 Since
all of our customers and suppliers are located in the PRC, and we have received all requisite permissions to operate our business in
China and no permission has been denied, we do not foresee a suspension of the production, purchase, sale or maintenance of our products
in the near future. As of the date of this Annual Report, we have not encountered a situation where we are unable to supply products
at competitive prices or at all due to export restrictions. As we have no business in Ukraine or Russia or in the Middle East, there
are no foreseeable risks associated with it. We also have not encountered or do not expect to (i) suspend the production, purchase, sale
or maintenance of certain items due to a lack of raw materials, parts or equipment; inventory shortage; reduced headcount; or delayed
projects; (ii) experience labor shortage that impact our business; (iii) experience cybersecurity attack in our supply chain; (iv) experience
higher costs due to constrained capacity or increased commodity prices, shipping costs or challenges sourcing material, or experience
surges or declines in consumer demand for which we are unable to adequately adjust our supply; (v) be unable to supply products at competitive
prices or at all due to export restrictions, sanctions, tariffs, trade barriers, or political or trade tensions among counties; or (vi)
be exposed to supply chain risk in light of Russia's invasion of Ukraine, conflicts in the Middle East and/or other related geopolitical
tension.

 The
HFCAA and AHFCAA both call for additional and more stringent criteria to be applied to restrictive market companies upon assessing the
qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties
to our offering and if our auditors fail to permit the PCAOB to inspect the auditing firm, our common stock may be subject to delisting.

 On
April 21, 2020, the SEC and the PCAOB released a joint statement highlighting the risks associated with investing in companies based
in or having substantial operations in certain "restrictive markets," including China. The joint statement emphasized the
risks associated with lack of access from the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in the
markets where the PCAOB has limited access to the local auditing firms and their work.

 On
May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply a minimum offering size requirement for companies primarily operating
in a restrictive market, (ii) adopt a new requirement relating to the qualification of management or the board of directors of companies
in the restrictive markets and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications
of the company's auditor.

 On
December 18, 2020, the HFCAA was signed by then-President Donald Trump and became law. This legislation requires certain issuers to establish
that they are not owned or controlled by a foreign government. Specifically, an issuer must make this certification if the PCAOB is unable
to audit specified reports because the issuer has retained a foreign public accounting firm that is not subject to inspection by the
PCAOB. Furthermore, if the PCAOB is unable to inspect the issuer's public accounting firm for three consecutive years, the issuer's
securities are banned from trading on a national stock exchange.

 On
September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which became law in December 2020. In June 2021, the Senate
passed the AHFCAA, which was signed into law and reduced the time period for the delisting of foreign companies under the HFCAA to two
consecutive years instead of three years.

 On
August 26, 2022, the SEC issued a statement announcing that the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of
Finance of the PRC governing inspections and investigations of audit firms based in China and Hong Kong, jointly agreeing on the need
for a framework.

 On
December 15, 2022, the PCAOB announced it secured complete access to inspect and investigate registered public accounting firms headquartered
in mainland China and Hong Kong and voted to vacate the previous 2021 Determination Report to the contrary. However, whether the PCAOB
will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland
China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor's control. The PCAOB
continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections
in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB
has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed.

 Our
auditor, Simon & Edward, LLP, is an independent registered public accounting firm with the PCAOB and is subject to laws in the U.S.
pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor
has been inspected by the PCAOB on a regular basis. However, the above recent developments may have added uncertainties to our proposed
offering, to which Nasdaq may apply additional and more stringent criteria with respect to our auditor's audit and quality control
procedures, adequacy of personnel and training, sufficiency of resources, geographic reach and experience as related to their audits.
If our independent registered public accounting firm fails to permit PCAOB to inspect its firm, our common stock may be subject to delisting
by the stock exchange where such common stock will be listed.

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

 We
are required under PRC laws and regulations 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 our employees up to a maximum amount specified by the local government
from time to time at locations where we operate our 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. As of the date of this Annual
Report, we have paid and will continue to pay in the future, social insurance or housing fund contributions for all of our employees,
and we have been in compliance with the requirements of relevant PRC regulations. If in the future we are determined by local authorities
to fail to make adequate or sufficient contributions to any employee benefits as required by relevant PRC regulations, due to changes
in regulations and requirement, we may face late fees or fines in relation to the underpaid employee benefits. As a result, our financial
condition and results of operations may be materially and adversely affected.

 The
M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors,
which could make it more difficult for us to pursue growth through acquisitions in China.

 The
Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory
agencies in August 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established additional
procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex, including
requirements in some instances that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes
control of a PRC domestic enterprise. For example, the M&A Rules require that MOFCOM be notified in advance of any change-of-control
transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii)
such transaction involves factors that impact or may impact national economic security, or (iii) such transaction will lead to a change
in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Moreover, the Anti-Monopoly Law promulgated
by the SCNPC effective in 2008 requires that transactions which are deemed concentrations and involve parties with specified turnover
thresholds (i.e., during the previous fiscal year, (i) the total global turnover of all operators participating in the transaction exceeds
RMB10 billion and at least two of these operators each had a turnover of more than RMB400 million within China, or (ii) the total turnover
within China of all the operators participating in the concentration exceeded RMB 2 billion, and at least two of these operators each
had a turnover of more than RMB 400 million within China) must be cleared by MOFCOM before they can be completed.

 Moreover,
the Anti-Monopoly Law requires that MOFCOM shall be notified in advance of any concentration of undertaking if certain thresholds are
triggered. In addition, the security review rules issued by MOFCOM that became effective in September 2011 specify that mergers and acquisitions
by foreign investors that raise "national defense and security" concerns and mergers and acquisitions through which foreign
investors may acquire de facto control over domestic enterprises that raise "national security" concerns are subject to strict
review by MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction
through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying
with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming,
and any required approval processes, including obtaining approval from MOFCOM or its local counterparts may delay or inhibit our ability
to complete such transactions, which could affect our ability to expand our business or maintain our market share.

 The
M&A Rules require an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies
and controlled by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission, or the CSRC, prior
to the listing and trading of such special purpose vehicle's securities on an overseas stock exchange.

 Our
PRC legal counsel, Shanghai SISU, has advised us that, the Company and its operating entity are full compliance with the M&A Rules
in China. As of the date of this Annual Report, we have not received any notification of non-compliance. In the future, we may further
grow our business by acquiring businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules
to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the Ministry
of Commerce or its local counterparts may delay or inhibit our ability to complete such transactions. Our ability to expand our business
or maintain or expand our market share through future acquisitions would be materially and adversely affected.

 You
may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us
or our management named in the report based on foreign laws.

 We
conduct substantially all of our operations in China and substantially all of our assets are located in China. In addition, all our senior
executive officers reside within China for a significant portion of the time and most of them are PRC nationals. As a result, it may
be difficult for you to effect service of process upon us or those persons inside mainland China. It may also be difficult for you to
enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws
against us and our officers and directors as none of them currently resides in the United States or has substantial assets located in
the United States. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S.
courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.

 The
recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce
foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the
country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms
of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition,
according to the PRC Civil Procedures Law, the PRC courts 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 laws 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.

 We
face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

 On
February 3, 2015, the SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties
by Non-Tax Resident Enterprises, or SAT Bulletin 7. SAT Bulletin 7 extends its tax jurisdiction to transactions involving the transfer
of taxable assets through offshore transfer of a foreign intermediate holding company. In addition, SAT Bulletin 7 has introduced safe
harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Bulletin 7 also
brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets,
as such persons need to determine whether their transactions are subject to these rules and whether any withholding obligation applies.

 On
October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident
Enterprise Income Tax at Source, or SAT Bulletin 37, which came into effect on December 1, 2017. The SAT Bulletin 37 further clarifies
the practice and procedure of the withholding of non-resident enterprise income tax.

 Where
a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which
is an "Indirect Transfer", the non-resident enterprise as either transferor or transferee, or the PRC entity that directly
owns the taxable assets, may report such Indirect Transfer to the relevant tax authority. Using a "substance over form" principle,
the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was
established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be
subject to PRC enterprise income tax, and the transferee or other person who pays for the transfer is obligated to withhold the applicable
taxes currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee
may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

 We
face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved,
such as offshore restructuring and sale of our offshore investments. Our Company may be subject to filing obligations or taxed if our
Company is transferor in such transactions and may be subject to withholding obligations if our Company is transferee in such transactions,
under SAT Bulletin 7 and/or SAT Bulletin 37. For transfer of shares in our Company by investors who are non-PRC resident enterprises,
our PRC subsidiary may be requested to assist in the filing under SAT Bulletin 7 and/or SAT Bulletin 37. As a result, we may be required
to expend valuable resources to comply with SAT Bulletin 7 and/or SAT Bulletin 37 or to request the relevant transferors from whom we
purchase taxable assets to comply with these circulars, or to establish that our Company should not be taxed under these circulars, which
may have a material adverse effect on our financial condition and results of operations.

 Risks
Relating to Our Company and Our Industry

 If
we do not have or are unable to generate sufficient cash available to repay our secured debt obligations when they become due and payable,
either upon maturity or in the event of a default, we may lose our rights to our assets, which could materially and adversely affect
our liquidity and financial condition.

 Borrowings
under our loan agreement with certain lenders and Commercial Bank are secured by substantially all of our assets, including our intellectual
property. Our loan agreement also restricts our ability to, among other things:

 dispose
 of or sell our assets;

 make
 material changes in our business or management;

 consolidate
 or merge with other entities;

 incur
 additional indebtedness;

 create
 liens on our assets;

 pay
 dividends;

 make
 investments;

 enter
 into transactions with affiliates; and

 pay
 off or redeem subordinated indebtedness.

 The
operating and financial restrictions and covenants in the loan agreement, as well as any future financing agreements that we may enter
into, could restrict our ability to finance our operations and to engage in, expand or otherwise pursue business activities and strategies
that we or our stockholders may consider beneficial. If we do not have or are unable to generate sufficient cash available to repay our
secured debt obligations when they become due and payable, either upon maturity or in the event of a default, we may lose our rights
to our assets. This could materially and adversely affect our liquidity and financial condition and our ability to operate and continue
our business.

 Many
very large and well-funded companies have or are entering into various aspects of the automobile sealing products industry market that
we are serving or that they are offering products and services that indirectly or directly compete with our proposed products and services.
These factors could result in declining revenue, or inability to grow our business.

 Sealing
products for the automobile industry which play a role in reducing vibration and sealing sound insulations in vehicles are sophisticated,
and in many ways unique. Numerous world class companies have entered into various aspects of our market. There currently are approximately
200 companies worldwide that have already occupied a big portion of the market in which we operate. As a small, early-stage company,
it is uncertain if and how we will be able to compete with current and new competitors and products that are being announced and deployed.
While we believe that we currently have a competitive advantage because of our specialized products and strategic marketing, coupled
with our unique strengths in product versatility and comprehensive production line, we cannot give any assurance that we will in fact
be able to successfully compete with the existing or new competitors in this mature and evolving marketplace.

 A
decline in general economic condition or other adverse economic conditions could lead to reduced consumer demand of automobiles, which
in turn could have a material adverse effect on our business, financial condition and results of operations.

 Our
operating and financial performance may be adversely affected by a variety of factors that influence the general economy. Consumer spending
habits are affected by, among other things, prevailing economic conditions, levels of unemployment, salaries and wage rates, prevailing
interest rates, income tax rates and policies, consumer confidence and consumer perception of economic conditions. A decline in consumer
spending may result in a decrease in sales of automobiles. Automobile manufacturers, responding to lower demand, may reduce production
rates and seek price concessions from their suppliers of automobile components, including us. These actions may result in decreased orders
for our products and increased pricing pressures, adversely affecting our revenue and profitability.

 We
rely substantially on our founder, Chief Executive Officer, President and Chairperson of the Board, Xingxiu Hua. We may be adversely
affected if we lose her services or the services of other key personnel or are unable to attract and retain additional personnel.

 Our
success is substantially dependent on the efforts of our senior management, particularly Xingxiu Hua, our founder, Chief Executive Officer,
President and Chairperson of the Board and on our continuing ability to attract, develop, motivate and retain highly qualified and skilled
employees. Qualified individuals are in high demand, and we may incur significant costs to attract them. The loss of the services of
Ms. Hua or other members of our senior management may significantly delay or prevent the achievement of our business objectives and we
may not be able to find adequate replacements. If we lose the services of, or do not successfully recruit key sales and marketing, technical
and corporate personnel, the growth of our business could be substantially impaired. We cannot ensure that we will be able to retain
the services of any members of our senior management or other key employees. At present, we do not maintain key man insurance for any
of our senior management.

 The
requirements of being a public company may strain our resources, divert our management's attention and affect our ability to attract
and retain qualified board members.

 As
a public company, we are subject to the reporting requirements of the Exchange Act and are required to comply with the applicable requirements
of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act") and the Dodd-Frank Wall Street Reform and Consumer Protection Act,
and other applicable securities rules and regulations. Compliance with these rules and regulations have increased our legal and financial
compliance costs, made some activities more difficult, time-consuming or costly and increased demand on our systems and resources. Among
other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and results of
operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain
and, if required, improve our disclosure controls and procedures and internal controls over financial reporting to meet this standard,
significant resources and management oversight may be required. As a result, management's attention may be diverted from other
business concerns, which could harm our business and results of operations. We may need to hire more employees to comply with these requirements
in the future, which will increase our costs and expenses.

 We
may require additional capital to support growth, and such capital might not be available on terms acceptable to us, if at all. This
could hamper our growth and adversely affect our business.

 We
intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges,
including the need to enhance our products and services, improve our operating infrastructure or acquire complementary businesses and
technologies. Accordingly, we may need to engage in public or private equity, equity-linked or debt financings to secure additional funds.
If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer
significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders
of our common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising
activities and other financial and operational matters, including the ability to pay dividends. This may make it more difficult for us
to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional
financing on terms favorable to us, if at all. If we are unable to obtain adequate financing on terms satisfactory to us when we require
it, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our
business could be adversely affected.

 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 and other control systems. We may have difficulty in hiring and retaining a sufficient number of locally qualified employees
to work in the PRC who are capable of satisfying the obligations of a U.S. public reporting company. As a result of these factors, we
may experience difficulty in establishing adequate management, legal and financial controls (including internal controls over financial
reporting), collecting financial data and preparing financial statements, books of account and corporate records and instituting business
practices in the PRC that meet U.S. standards as in effect from time to time.

 We
have a high concentration of sales with one major customer, Shanghai Xinsen, which is the related party of our founder, Chief Executive
Officer, President and Chairperson of the Board, Xingxiu Hua, and accounted for 86% of our total revenues for the year ended December
31, 2023.

 In
order to stabilize customer relationships and maintain long-term orders, we authorized Shanghai Xinsen, one of our related parties, to
act as our distributor to Shanghai Hongyang Sealing Co., Ltd. ("Shanghai Hongyang") and Wuhu Huichi Auto Parts Co., Ltd.
("Wuhu Huichi"), two certified first-tier suppliers to automobile manufacturers and unrelated parties of RLSP and the Company.
Our founder, Chief Executive Officer, President and Chairperson of the Board, Xingxiu Hua, holds a 15% ownership interest in Shanghai
Xinsen directly. The loss of this distributor could have a material adverse effect on our results of operations unless and until we can
replace such customer. The concentration of sales to major customers could subject us to loss of significant revenues in the event that
we were to lose one or more of our larger customers.

 We
have a high concentration of purchases of raw materials from one major vendor, Shanghai Haozong, which is the related party of one of
our directors. 95% of our total purchases of raw materials for the year ended December 31, 2023 was from Shanghai Haozong.

 In
order to reduce the purchase cost and enhance its purchase power, RLSP mainly purchases its raw materials from Shanghai Haozong at present.
One of our directors, Jun Tong, holds a 30% ownership interest in Shanghai Haozong. Therefore, we currently substantial reliant on Shanghai
Haozong for our raw materials. Any increase in purchase cost from Shanghai Haozong could have a material adverse effect on our results
of operations unless and until we can replace such vendor.

 We
have engaged, and are likely to continue to engage, in certain transactions with related parties. These transactions are not negotiated
on an arms' length basis.

 We
have engaged in certain transactions with our related parties which are affiliated with our founder, Chief Executive Officer, President
and Chairperson of the Board, Xingxiu Hua, and one of our other directors. We are likely to continue to engage in these transactions
and may enter into new transactions with our related parties. None of these transactions has been negotiated as a result of arms'
length transactions. It is possible that we could have received more favorable terms had these agreements been entered into with third
parties.

 We
may not be able to prevent others from the unauthorized use of our intellectual property and we may be accused of infringing the intellectual
property rights of others, which could have a material adverse effect on our business, financial condition and results of operations.

 We
may not be able to adequately protect our intellectual property rights, which could adversely affect our business, financial condition
and results of operations. We regard our copyrights, patents, domain names, know-how, proprietary technologies and similar intellectual
property (which we have ownership or legal rights to use) as critical to our success, and we rely on a combination of intellectual property
laws and contractual arrangements to protect our proprietary rights though we may not be able to effectively protect our intellectual
property rights or to enforce our contractual rights. Policing any unauthorized use of our intellectual property is difficult and costly
and the steps we take may be inadequate to prevent the infringement or misappropriation of our intellectual property. In the event that
we resort to litigation to enforce our intellectual property rights arising from breach of contract or third-party infringement, such
litigation could result in substantial costs and a diversion of our managerial and financial resources and could put our intellectual
property at risk of being invalidated or narrowed in scope. We cannot assure you that we will prevail in such litigation, and even if
we do prevail, we may not obtain a meaningful recovery. In addition, our trade secrets may be leaked or otherwise become available to,
or be independently discovered by, our competitors and we may receive notices claiming that we are infringing the proprietary rights
of third parties. We cannot guarantee that we will not become the subject of infringement claims or legal proceedings by third parties.
Any failure in maintaining, protecting or enforcing our intellectual property rights or being accused of infringing the intellectual
property rights of others could have a material adverse effect on our business, financial condition and results of operations.

 Our
certificates, permits and license are subject to governmental regulation and renewal, and the failure to obtain renewal would cause all
or part of our operations to be suspended and may have a material adverse effect on our financial condition.

 We
are subject to various PRC laws and regulations pertaining to our products and services for the automotive rubber industry. We have obtained
certain certificates, permits and licenses required for our business. During the application or renewal process for our licenses and
permits, we will be evaluated and re-evaluated by the appropriate governmental authorities and must comply with the prevailing standards
and regulations, which may change from time to time. In the event that we are not able to obtain or renew the certificates, permits and
licenses, all or part of our operations may be suspended by the government, which would have a material adverse effect on our business
and financial condition. Furthermore, if escalating compliance costs associated with governmental standards and regulations restrict
or prohibit any part of our operations, it may adversely affect our results of operations and profitability.

 We
are dependent on a major client for significant direct supply model revenue and any disruptions in its purchasing policies could materially
and adversely affect our financial condition.

 We
are significantly dependent on eGT, a leading OEM, for a substantial portion of our direct supply model revenue. As a first-tier supplier,
we provide eGT with automotive rubber and plastic sealing strips. Our financial performance is partly dependent on the operational stability
and procurement policies of eGT and our other direct supply model clients.

 In
June 2023, eGT temporarily suspended its factory production, a decision that had a direct and adverse impact on our direct supply model
order volume and revenue. This suspension led to a notable decline in orders from eGT, contributing to a decrease in our sales and resulting
in a loss from operations for that period. Although eGT resumed production in late October 2023, and we anticipate an increase in our
direct supply model revenue from eGT in the future, this recent suspension exemplifies the inherent risks associated with our reliance
on a single client for a significant portion of our direct supply model revenue.

 While
we are optimistic about the resumption of orders from eGT and the potential for increased sales, there is no assurance that similar disruptions
will not occur in the future. Any further suspensions, reductions in orders or significant changes in the purchasing policies of eGT
or any of our other direct supply model clients could materially and adversely affect our financial condition.

 Risks
Relating to the Company's Securities

 There
is currently a limited public market for our common stock on the Pink Open Market.

 Our
securities are currently quoted on the Pink Open Market, which is a less regulated and more speculative market than the national exchanges.
The Pink Open Market provides significantly less liquidity than the national exchanges, and quoted prices for stocks on the Pink Open
Market are often lower, which may make it difficult for our shareholders to liquidate their investment in our stock.

 There
is a risk that our securities could be removed from quotation on the Pink Open Market. Removal from quotation on the Pink Open Market
may occur as a result of our failure to maintain the quotation standards of the Pink Open Market. If our securities were to be removed
from quotation on the Pink Open Market, it may further reduce the liquidity and marketability of our stock and may decrease the market
price of our stock.

 Being
removed from quotation on the Pink Open Market and the subsequent limitation on public market availability for our stock may also result
in a number of other adverse effects, including without limitation, a reduced interest in our stock from investors and analysts, a decreased
ability to issue additional securities or secure additional financing in the future and a diminished ability to provide equity incentives
to our employees.

 Investors
should be aware that holding securities that have been removed from quotation on the Pink Open Market and subject to limited public market
availability may involve a high degree of risk. The value of the securities is more volatile and may decrease significantly without the
opportunity for sale or the ability to sell at a reasonable price. Potential investors are cautioned to carefully consider these risks,
as well as all other risks associated with an investment in our stock, prior to making an investment decision.

 There
may be conflicts of interest between management and other stockholders of the Company.

Hua, the founder of our company, our President and a director, is also our principal stockholder. As a result of this conflict of interest,
management may have an incentive to act in a manner that is in its best interest, which could be adverse to the interests of any other
stockholders of the Company. In addition, a conflict of interest may arise between Ms. Hua's personal pecuniary interest directly,
such as we do business with the companies she controls and her fiduciary duty to our stockholders.

 We
may, in the future, issue additional shares of our common stock, which may have a dilutive effect on our stockholders.

 Our
Certificate of Incorporation authorizes the issuance of 100,000,000 shares of common stock, of which 41,109,458 shares are issued and outstanding
as of the date of this Annual Report. The future issuance of our common shares may result in substantial dilution in the percentage of
our common shares held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The
issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of
the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

 We
may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.

 Our
Certificate of Incorporation authorizes us to issue up to 40,000,000 shares of preferred stock. Accordingly, our Board will have the
authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares,
without further stockholder approval.

 Our
preferred stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking
fund provisions. However, our Board could authorize the issuance of a series of preferred stock that would grant to holders preferred
rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and
the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent
that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including,
without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated
to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of
common stock.

 We
do not currently intend to pay dividends on our common stock and consequently, your ability to achieve a return on your investment will
depend on appreciation in the price of our common stock.

 We
have never declared or paid any cash dividends on our common stock and do not currently intend to do so for the foreseeable future. We
currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on
your common stock for the foreseeable future and the success of an investment in shares of our common stock will depend upon any future
appreciation in its value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price
at which our stockholders have purchased their shares.

 State
securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell shares.

 Secondary
trading in our common stock may not be possible in any state until the common stock is qualified for sale under the applicable securities
laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available
for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading
of, the common stock in any particular state, the common stock cannot be offered or sold to, or purchased by, a resident of that state.
In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common
stock could be significantly impacted.

 We
may be subject to the penny stock rules which will make shares of our common stock more difficult to sell.

 We
may be subject now and in the future to the SEC's "penny stock" rules if our shares of common stock sell below $5.00
per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers
to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for
the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of
each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation
information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer
in writing before or with the customer's confirmation.

 In
addition, the penny stock rules require that prior to a transaction; the broker dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. The
penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock.
As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more
difficult to sell their securities.

 We
are an "emerging growth company" and a "smaller reporting company" under the JOBS Act, and we cannot be certain
if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock
less attractive to investors and make it more difficult to raise capital as and when we need it.

 We
are an "emerging growth company" and a "smaller reporting company" as defined in the Jumpstart our Business Startups
Act of 2012 (the "JOBS Act"), and we may take advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not "emerging growth companies" and "smaller reporting companies"
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments
not previously approved.

 In
addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting
standards.

 We
will remain an "emerging growth company" until the last day of the fiscal year following the fifth anniversary of the date
of the first sale of our common stock pursuant to an effective registration statement under the Securities Act, although we will lose
that status sooner if our revenues exceed $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three year period,
or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our most recently
completed second fiscal quarter.

 We
may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain
of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for
so long as (i) the market value of our common stock held by non-affiliates is equal to or less than $250 million as of the last business
day of the most recently completed second fiscal quarter and (ii) our annual revenues is equal to or less than $100 million during the
most recently completed fiscal year or the market value of our common stock held by non-affiliates is equal to or less than $700 million
as of the last business day of the most recently completed second fiscal quarter.

 We
cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find
our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may
be more volatile. In addition, taking advantage of reduced disclosure obligations may make comparison of our financial statements with
other public companies difficult or impossible. If investors are unable to compare our business with other companies in our industry,
we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition
and results of operations.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
1C. Cybersecurity.

 We
acknowledge the increasing importance of cybersecurity in today's digital and interconnected world. Cybersecurity threats pose
significant risks to the integrity of our systems and data, potentially impacting our business operations, financial condition and reputation.

 As
a smaller reporting company, we currently do not have formalized cybersecurity measures, a dedicated cybersecurity team or specific protocols
in place to manage cybersecurity risks. Our approach to cybersecurity is in the developmental stage, and we have not yet conducted comprehensive
risk assessments, established an incident response plan or engaged with external cybersecurity consultants for assessments or services.

 Given
our current stage of cybersecurity development, we have not experienced any significant cybersecurity incidents to date. However, we
recognize that the absence of a formalized cybersecurity framework may leave us vulnerable to cyberattacks, data breaches and other cybersecurity
incidents. Such events could potentially lead to unauthorized access to, or disclosure of, sensitive information, disrupt our business
operations, result in regulatory fines or litigation costs and negatively impact our reputation among customers and partners.

 We
are in the process of evaluating our cybersecurity needs and developing appropriate measures to enhance our cybersecurity posture. This
includes considering the engagement of external cybersecurity experts to advise on best practices, conducting vulnerability assessments
and developing an incident response strategy. Our goal is to establish a cybersecurity framework that is commensurate with our size,
complexity and the nature of our operations, thereby reducing our exposure to cybersecurity risks.

 In
addition, the Board will oversee any cybersecurity risk management framework and a dedicated committee of the Board or an officer appointed
by the Board will review and approve any cybersecurity policies, strategies and risk management practices.

 Despite
our efforts to improve our cybersecurity measures, there can be no assurance that our initiatives will fully mitigate the risks posed
by cyber threats. The landscape of cybersecurity risks is constantly evolving, and we will continue to assess and update our cybersecurity
measures in response to emerging threats.

 For
a discussion of potential cybersecurity risks affecting us, please refer to the "Risk Factors" section of this Annual Report.

 Item
2. Properties.

 We
purchased a piece of land in Fenghua District, Ningbo City, Zhejiang Province, where we completed the construction of a new factory and
obtained its property certificate for production in December 2023. This new factory is projected to accommodate 15 TPV production lines
and 10 EPDM production lines, which can meet the requirements of 3 million vehicles.

 Item
3. Legal Proceedings.

 Except as set forth below, we
know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or
pending litigation, and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial
stockholder, is an adverse party or has a material interest adverse to our Company.

 On March 1, 2024, RLSP filed a complaint against Ningbo
Rongsen Construction Co., Ltd ("Ningbo Rongsen") in the Ningbo Intermediate People's Court of China, challenging the
overvalued construction costs of our newly constructed factory. On March 5, 2024, RLSP received a notification from Ningbo Fenghua District
People's Court that the construction project contract dispute case of RLSP vs. Ningbo Rongsen has been filed. The case number is
(2024) Zhejiang 0213 Civil Litigation No. 1737.

 On August 5, 2022, RLSP and
Ningbo Rongsen signed a Construction Engineering Contract, with an agreed project cost of US $4,931,105 (RMB 35 million). The project
was completed on October 25, 2023, and subsequently audited by Ningbo Zhongxin Engineering Management Co., Ltd., which initially appraised
the project at US $6,519,991 (RMB 46,277,593). Based on this appraisal, RLSP signed a Settlement Payment Agreement with Ningbo Rongsen
on January 7, 2024, setting the final settlement price at US $7,171,990 (RMB 50,905,352).

 However, a significant discrepancy emerged
following a second evaluation by Kexin United Engineering Consulting Co., Ltd., which determined the project cost to be US
$5,221,922 (RMB 37,064,159), indicating a discrepancy of 26.32% compared to the price in the Settlement Payment Agreement. Citing a
major misunderstanding influenced by the initial overvaluation, RLSP is seeking legal remedies to revoke the Settlement Payment
Agreement, in accordance with Article 147 of the Civil Code of the People's Republic of China, which allows for the revocation
under significant misunderstanding.

 Our management maintains confidence in our legal standing and is actively
pursuing a resolution that will be beneficial to us. As legal proceedings are subject to inherent uncertainties, we cannot predict the
outcome of this matter at the time of filing this Annual Report.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information

 Our
common stock is quoted on the Pink Open Market under the symbol "RLEA." Our common stock is not listed on any national exchange.
Over-the-counter market quotations for our common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission
and may not necessarily represent actual transactions.

 Holders

 There
were 56 holders of the Company's common stock as of March 26, 2024. This figure does not include holders of shares registered
in "street
name" or persons, partnerships, associates, corporations or other entities identified in security position listings maintained
by depositories.

 Dividends

 We
have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable
future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend
on our earnings and financial position and such other facts, as the Board deems relevant.

 Securities
Authorized under Equity Compensation Plans

 On
September 6, 2021, the Board unanimously approved a 2021 Equity Incentive Plan (the "2021 Plan"), which authorized the board
to issue up to five million (5,000,000) common shares of the Company to qualified employees, consultant, officers and directors. In additional,
on September 6, 2021, our majority shareholder and President, Ms. Xingxiu Hua, representing 98.94% of the Company's outstanding
voting stock as of September 6, 2021, approved our 2021 Plan. The number of shares voting for the 2021 Plan was sufficient for approval.

 As
of March 26, 2024, there are 95,900 common shares issued to our employees and director under the Company's 2021 Plan.

 EQUITY
PLAN INFORMATION

 Plan
 Category:

 Number
 of
 securities to be
 issued upon
 exercise of
 outstanding
 options,
 warrants and
 rights:

 Weighted

 average
 exercise price of
 outstanding
 options,
 warrants and
 rights:

 Number
 of
 securities
 remaining
 available for
 future
 issuance:

 2021
 Equity Incentive Plan:

 Equity compensation plans approved
 by security holders

 –

 $
 –

 4,904,100

 Equity compensation
 plans not approved by security holders

 –

 –

 –

 Total

 –

 $
 –

 4,904,100

 Securities
Currently Outstanding

 Our
 Certificate of Incorporation authorizes the issuance of 100,000,000 shares of common stock, of which 41,109,458 shares were issued
 and outstanding, as of March 20, 2024.

 Our
 Certificate of Incorporation authorizes us to issue up to 40,000,000 shares of preferred stock with no share issued and outstanding
 as of March 20, 2024.

 Reports
to Stockholders

 We
are currently subject to the information and reporting requirements of the Exchange Act and will continue to file periodic reports, and
other information with the SEC.

 Transfer
Agent

 West
Coast Stock Transfer, Inc., located at 721 N. Vulcan Ave. 1st FL, Encinitas, CA 92024 is the registrar and transfer agent for the Company's
common stock.

 Recent
Sales of Unregistered Equity Securities

 Set
forth below is information as to all of our equity securities sold by us during our fiscal year ended December 31, 2023, which were not
registered under the Securities Act.

 Common
Stock

 From
May to July 2023, the Company issued 133,000 shares of common stocks at $3.00 per share pursuant to private placements to ten individuals
for cash. The total $399,000 subscriptions were fully received as of December 31, 2023. The Company relied upon Regulation S of the Securities
Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the share certificates
were issued with a Rule 144 restrictive legend.

 Preferred
Stock

 None.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Additional
Information

 We
are a reporting issuer, subject to the Exchange Act. Our Quarterly Reports, Annual Reports, and other filings can be obtained from the
SEC's Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to
3 p.m. You may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains
an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC at www.sec.gov.

 Item
6. [Reserved]

 None.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operation.

 This
10-K contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general
economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis
of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying
notes and the other financial information appearing elsewhere in this Annual Report. The analysis set forth below is provided pursuant
to applicable SEC regulations and is not intended to serve as a basis for projections of future events.

 Overview

Leaf Inc was incorporated under the laws of the State of Nevada on May 18, 2021. We acquired Rubber Leaf Sealing Products (Zhejiang)
Co., Ltd. on May 27, 2021, through a Share Exchange Agreement between the Company and Xingxiu Hua, our Chief Executive Officer, President
and Chairperson and who owned all of the issued and outstanding shares of RLSP. After the acquisition, RLSP became our 100% directly
controlled subsidiary and wholly foreign-owned enterprise in China. Currently, all of our business is conducted through RLSP. RLSP was
established in Fenghua, Ningo, China and commenced operations in July 2019. RLSP was a wholly-owned subsidiary of Rubber Leaf LLC, a
Delaware company organized on June 1, 2018, and Xingxiu Hua was the sole member of Rubber Leaf LLC. In May 2021, all of Rubber Leaf LLC's
ownership interests in RLSP was transferred to its sole member, Xingxiu Hua. RLSP specializes in the production and sales of automotive
rubber and plastic sealing strips. We are a well-known auto parts enterprise, and we are also a first-tier supplier of well-known auto
brands such as eGT and Volkswagen.

 Our
principal business address is located at Qixing Road, Weng'ao Industrial Zone, Chunhu Subdistrict, Fenghua District Ningbo, Zhejiang,
China.

 Key
Factors Affecting our Performance

 As
a result of a number of factors, our historical results of operations may not be comparable to our results of operations in future periods,
and our results of operations may not be directly comparable from period to period. Set forth below is a brief discussion of the key
factors impacting our results of operations.

 Known
Trends and Uncertainties

 Inflation

 Our
wholly owned subsidiary, RLSP, is our only operating entity that conducts business in the PRC. Since the inception of RLSP, inflation
in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the year-over-year
percent changes in the consumer price index for 2019, 2020 and 2021 were increases of 2.9 %, 2.5% and 0.9%, respectively. The PRC overall
economy is expected to continue to grow. Although we have not in the past been materially affected by inflation, we can provide no assurance
that we will not be affected in the future by higher rates of inflation in China. Future increases in the PRC's inflation may adversely
impact our financial condition and result of operations unless we are able to pass on these costs to our customers by increasing the
prices of our products.

 Supply
Chain

 The
outbreak of COVID-19 since
the beginning of March 2020, which led to general shutdown of cities in China, has had an adverse impact on our supply chain, and weakened
the financial conditions of our suppliers and customers. However, it did not lead to severe supply chain disruptions at RLSP's
principal location and such disruptions did not have a material adverse impact on our business, financial condition, results of operations
and cash flows. We continuously pay close attention to the supply chains that are impacted by COVID-19, perform
further assessment and take relevant measures to minimize the impact. Except for the impact of COVID-19, there
was no interruption that led to supply chain disruptions affecting our business.

 As
of the date of this Annual Report, COVID-19 supply chain disruptions do not materially affect our outlook or business goals, nor materially
impact our results of operations or capital resources.

 Geopolitical
Conditions

 Our
operations could be disrupted by acts of war, terrorist activity or other similar events, including the Israel-Hamas war in October 2023
and the current or anticipated impact of military conflict and related sanctions imposed on Russia, Belarus and certain individuals and
entities connected to Russian or Belarusian political, business, and financial organizations by the United States and other countries
due to Russia's invasion of Ukraine in February 2022. It is not possible to predict the broader consequences of the conflicts,
including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof
and with regard to the Russia-Ukraine war, any counter measures or retaliatory actions by Russia or Belarus in response, including, for
example, potential cyberattacks or the disruption of energy exports. The Russia-Ukraine and Israel-Hamas wars are likely to cause regional
instability and geopolitical shifts and could materially adversely affect global trade, currency exchange rates, regional economies and
the global economy. Any such event may in turn have a material and adverse effect on our business, results of operations and financial
position.

 In
addition, geopolitical conditions can disrupt global supply chains, affecting both the procurement of essential raw materials and the
delivery of our products. Interruptions or delays in receiving necessary inputs could hinder our manufacturing. This may result in market
volatility, affecting the prices of raw materials and energy. Fluctuations in the cost of rubber and other necessary commodities used
in our manufacturing may impact our profit margins and overall financial stability. In addition, political instability may result in
trade restrictions or economic sanctions, potentially limiting our access to certain markets or sources of materials, impacting our sales
and supply chain.

 Effects
of the COVID-19 Pandemic

 If
there is another outbreak of COVID-19 or a similar public health threat, it could impact demand for our products, which in turn could
adversely affect our revenue and results of operations. Any potential impact to our results will depend on, to a large extent, future
developments and new information that may emerge regarding the duration and severity of any potential future COVID-19 outbreak and the
actions taken by government authorities and other entities to contain COVID-19 or treat its impact, almost all of which are beyond our
control. If the disruptions posed by any potential future COVID-19 outbreak or other matters of global concern continue for an extensive
period of time, the operations of our business may be materially adversely affected.

 To
the extent COVID-19 or a similar public health threat has an impact on our business, it is likely to also have the effect of heightening
many of the other risks described in the " Risk Factors " section.

 Foreign
Currency

 Amounts
reported in the condensed consolidated financial statements are stated in United States dollars, unless stated otherwise. Our subsidiary
in the PRC use the Chinese renminbi (RMB) as their functional currency and the holding company, RLI, uses the United States dollar as
their functional currency. For subsidiaries that use the local currency as the functional currency, all assets and liabilities are translated
to United States dollars using exchange rates in effect at the end of the respective periods and the results of operations have been
translated into United States dollars at the weighted average rates during the periods the transactions were recognized. Resulting translation
gains or losses are recognized as a component of other comprehensive income (loss). We are subject to the effects of exchange rate fluctuations
with respect to any of such currency.

 In
accordance with ASC 830, Foreign Currency Matters (ASC 830), we translate the assets and liabilities into United States dollars using
the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average
rate during the reporting period. Adjustments resulting from the translation from RMB into United States dollar are recorded in stockholders'
equity as part of accumulated other comprehensive income. Further, foreign currency transaction gains and losses are a result of the
effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Gains and losses on those
foreign currency transactions are included in other income (expense), net for the period in which exchange rates change.

 To
the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions
results in reduced revenue, operating expenses and net income for our international operations. We are also exposed to foreign exchange
rate fluctuations as we convert the financial statements of our foreign subsidiaries into U.S. dollars in consolidation.

 Key
Components of Our Results of Operations

 Sales
Revenue

 We
generate revenue through selling automotive rubber and plastic sealing strips under two models of supply:

 Model
A (Direct Supply Model)

 Following
successful on-site inspections by auto OEMs, RLSP secures listing in its directories as a first-tier supplier that directly provides
products to the OEM. For example, eGT is an auto OEM, and we serve as their first-tier supplier. eGT directly signs purchase or supply
agreements with RLSP. This positions RLSP to independently procure raw materials, manufacture final products and directly deliver finished
goods to the warehouses of the auto OEMs. RLSP fulfills its performance obligation upon the delivery of finished products to their warehouses,
following a subsequent quality inspection approved by them. Simultaneously, they may request product replacements for disqualified items.
Ownership and control of our finished products transfer to customers upon successful inspection and acceptance into an OEM's warehouse.
Revenue recognition occurs upon the transfer of control of our products to a customer, with payments made directly by the OEM.

 Model
B (Indirect Supply Model)

 RLSP
receives the purchase orders from our related parties-Shanghai Xinsen and Xinsen Sealing Products (Hangzhou) Co., Ltd ("Hangzhou
Xinsen") (collectively named as "Xinsen Group" for two companies together). The Company's Chief Executive Officer,
President and Chairperson, Ms. Xingxiu Hua, previously held a 90% ownership interest in Shanghai Xinsen and Shanghai Xinsen holds a 70%
ownership interest in Hangzhou Xinsen. Effective October 1, 2022, Ms. Hua reduced her ownership of Shanghai Xinsen from 90% to 15%, and
accordingly reduced her indirect ownership of Hangzhou Xinsen from 63% to 10.5%. The Xinsen Group serves as a certified second-tier supplier
for branded Automobile Manufacturers ("Auto Manufacturers"). A second-tier supplier refers to a supplier that provides products
to the first-tier suppliers of the OEM. First-tier suppliers could be suppliers of car doors, rubber and plastic components and other
automobile parts. Auto Manufacturers issue consolidated purchase orders for complete sets of rubber and plastic auto parts for a particular
model to their first-tier suppliers. These first-tier suppliers subcontract the production of rubber and plastic seals to second-tier
suppliers. As a second-tier supplier and a facilitator of production rather than a direct manufacturer, Xinsen Group coordinates with
us to fulfill orders. Upon receipt of purchase orders, RLSP procures rubber materials from our vendors. The production process involves
outsourcing to third-party manufacturers for either work-in-process products ("WIP") or finished products, based on management's
decisions in response to operational circumstances.

 We
employ two distinct forms of outsourced processing under Model B.

 1)

 RLSP
 purchases raw materials and subcontracts production to third-party manufacturers for WIP. Once WIP is finished and delivered to RLSP's
 warehouse, RLSP performs certain manual processes, such as welding and constructing in order to meet the specification of the purchase
 orders. The completion of the final products is contingent upon a rigorous quality inspection conducted by RLSP, ensuring they meet
 the highest standards.

 2)

 RLSP
 purchases raw materials and subcontracts third party manufacturers to produce finished products. RLSP will trace and observe each
 step of production undertaken by third-party manufacturers, with a primary focus on the final quality control step.

 The
finished products are delivered to the warehouses of Xinsen Group's upstream first-tier suppliers, either from our locations or
those of the third-party manufacturers. Quality inspection is carried out by assigned inspectors from Xinsen Group upon delivery. RLSP
fulfills its obligation when the finished products reach Xinsen Group's customers and pass the qualified quality inspection.

 In
the event of products that do not pass inspection, the Xinsen Group initiates a product replacement process. Upon confirmation of quality
and quantity, and acceptance of finished products into Xinsen Group's customers' warehouses, invoices are provided to us
as proof of delivery. The date of the invoices signifies the transfer of ownership and control of the finished products under model B
from us to Xinsen Group and indirectly to its upstream first-tier suppliers. We recognize at such time as Xinsen Group's customers
accept delivery of products.

 Related
Party Revenues

 We
also generate revenue through the indirect supply model. We process the purchase orders from our related parties, subcontract them to
third party suppliers, who will produce and deliver the finished products to the final customers. Specifically, we either purchase raw
materials and subcontract them for manufacturing or procure the products directly in the market to supply our customers, which depends
on the specific requirements of the orders.

 Cost
of Revenues

 Cost
of revenues is comprised of raw materials consumed, manufacturing costs, third party logistics and distribution costs including packaging,
freight, transportation, depreciation of manufacturing equipment, shipping and handling costs, and inventory adjustment due to the defectives
and inventory count.

 Selling
Expenses

 Selling
expenses principally consist of costs associated with our sales force. Our main selling cost is the commission fee payable on indirect
supply model sales.

 General
and Administrative Expenses

 General
and administrative expenses include the expenses for commercial support personnel, personnel in executive and other administrative functions,
other commercial costs necessary to support the commercial operation of our products, professional fees for legal, consulting and accounting
services. General and administrative expenses also include depreciation and impairments of office furniture and equipment.

 Interest
Expense

 Interest
expense primarily consists of interest expense incurred under our Revolving Loan Agreement with banks, individual third parties, and
minor bank service charges.

 Income
taxes

 We
are governed by the Income Tax Law of the PRC, and the United States. We account for income tax using the liability method prescribed
by ASC 740, "Income Taxes." Under this method, deferred tax assets and liabilities are determined based on the difference
between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in
which the differences are expected to reverse. We record a valuation allowance to offset deferred tax assets if based on the weight of
available evidence; it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect
on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 Result
of Operation

 Comparison
of the Years Ended on December 31, 2023 and 2022

 The
following table summarizes our results of operations for the years ended on December 31, 2023 and 2022:

 For the year ended December 31,

 2023

 2022

 Changes

 Sales

 $
 1,396,152

 $

 $
 (3,863,295
)

 Sales-related parties

 8,593,998

 5,371,728

 3,222,270

 Total

 (658,025
)

 Cost of sales-production

 10,061,164

 9,149,717

 911,447

 Loss on factory relocation

 284,987

 -

 284,987

 Total cost of sales

 10,346,151

 9,149,717

 1,196,434

 Gross profit (loss)

 (356,001
)

 1,498,458

 (1,854,459
)

 Operating Expenses

 Selling expenses

 86,751

 68,321

 18,430

 General & administrative expenses

 710,457

 917,408

 (206,951
)

 Total operation expenses

 797,208

 985,729

 (188,521
)

 Income (loss) from operation

 (1,153,209
)

 512,729

 (1,665,938
)

 Other income (expense):

 Interest expense

 (237,581
)

 (187,528
)

 (50,053
)

 Other expense

 8,713

 (19,159
)

 27,872

 Gain on selling of imperfections

 -

 462,368

 (462,368
)

 Total other income (expenses), net

 (228,868
)

 255,681

 (484,549
)

 Net Income(loss) before income taxes

 (1,382,077
)

 768,410

 (2,150,487
)

 Income tax expenses

 16,067

 11,029

 5,038

 Net income (loss)

 $
 (1,398,144
)

 $

 $
 (2,155,525
)

 Sales
Revenues

 Sales
revenue were $9,990,150 and $10,648,175 for the years ended December 31, 2023 and 2022, respectively, a decrease of $0.7 million or 6
% year over year. The decrease was mainly attribute to the demand deceasing from our direct supply
model, as well as the exchange rate decreasing for Chinese RMB against U.S. dollar during the third quarter of 2023, which resulted in
the total revenues translated from Chinese RMB to U.S. dollar decreased.

 RLSP's
major direct supply model customer, eGT temporarily suspended its factory production since June 2023, which resulted in a decline in
orders from RLSP. eGT has resumed production from late October 2023, and we expect to increase our direct sales revenue from eGT in the
second quarter of year 2024. Meanwhile, RLSP commenced the relocation of its factory to our newly constructed factory in early August
2023 and subsequently obtained the property title certificate of the new factory until December 2023, which also resulted in a decrease
in RLSP's production in the fourth quarter of year 2023. RLSP has resumed production in our new facility in February 2024.

 Cost
of Sales

 Cost of sales were $10,346,151
and $9,149,717 for the years ended on December 31, 2023 and 2022 respectively, a increase of $1.2 million, or 13% year over year. RLSP
has been suspend its production since July 2023, which leads to $284,987 of loss on factory relocation. The work stoppage were mainly
attribute to 1) the temporary suspension of operations by our main customer eGT; 2) our commencement of factory relocation to our newly
constructed facility in early August 2023, with the property title certificate for the new factory not obtained until December 2023.

 The increasing of cost of sales-production
was increased by $911,447, which was mainly due to the increased sales from our related parties for the year ended December 31, 2023,
compared with last year.

 Gross
Profit

 Gross
profit (loss) were $(356,001) and $1,481,514for the years ended on December 31, 2023 and 2022, respectively. Our revenue and gross profit
margin were presented as below:

 For
 the year ended December 31,

 2023

 2022

 changes

 Revenue:

 $
 1,280,555

 $

 $
 (3,978,892
)

 8,709,595

 5,388,728

 3,320,867

 Total

 (658,025
)

 Gross profit margin:

 %

 %

 (12
)%

 (4
)%

 (6
)%

 %

 Total

 (4
)%

 %

 (18
)%

 The
decrease of our overall gross profit margin, compared with the year ended on December 31, 2023 and 2022, was mainly attributed to the
Company generated less sales from direct supply model which has a higher gross profit margin, RLSP's
major direct supply model customer, eGT temporarily suspended its factory production since June 2023, which resulted in a decline in
orders to RLSP. eGT has resumed production from late October 2023, and we expect to increase our direct sales revenue from eGT in the
second quarter of year 2024.

 Selling
Expenses

 Selling
expenses were $86,751 and $68,321 for the years ended on December 31, 2023 and 2022, respectively, with increase of 18,430 or 27% year
over year. The increase was mainly attribute to the increase of indirect supply model which charges Xinsen Group 0.25% sales commission
of total indirect sales.

 General
and Administrative Expenses

 General
and administrative expenses were $710,457 and $917,408 for the years ended on December 31, 2023 and 2022, respectively, decrease by $206,951,
or 23% year over year. The decrease was mainly due to the Company reduced the cost for operation
resulted from the decreasing in total sales revenue, compared with the same period of 2023 and 2022. Meanwhile, RLSP began to relocate
its factory location to our newly constructed factory in early August, which also led to RLSP's production decreased.

 Income
(Loss) from Operations

 For
the year ended on December 31, 2023, income from operations was $(1,153,209) as compared to loss from operations of $512,729 for year
ended on December 31, 2022, a decrease of $1,665,938 or 325% year over year. The decrease in income
from operations was primarily due to the decreasing in sales from our direct sales model client, eGT.

 Other
Income (Expenses), Net

 For
the year ended on December 31, 2023, the Company has generated $(228,868) other expense as compared to other income of $$255,681 for
the year ended December 31, 2022. The decrease was mainly due to the Company has entered several loan agreement, some of which charged
relatively high interest rate. Moreover, there was a sale of imperfections of $462,368 for the year ended on December 31, 2022.

 Net
Income (Loss)

 As
a result of the factors described above, our net loss was $(1,398,144) for the year ended on December 31, 2023, decreased by $2,155,525
from the net income of $757,381 for the year ended December 31, 2022.

 Liquidity
and Capital Resources

 As
of December 31, 2023, we had an accumulated deficit of $(3,271,901). As of December 31, 2022, we had cash of $41,687 and negative working
capital of $(11,300,145), compared to cash of $51,417 and a negative working capital of $(8,079,248) on December 31, 2022. The decrease
in the working capital was primarily due to the increased accounts payables and other payables to related parties of the Company.

 In
order to improve our financial position, we raised $1,090,000 in private placements in the year ended December 31, 2021. Between June
21, 2021 and September 22, 2021, the Company sold 436,000 shares of our common stock pursuant to a private placement to seven investors
for $2.50 per share for an aggregate of $1,090,000. From May to July 2023, the Company sold
133,000 shares of our common stocks pursuant to a private placement to ten investors for $3.00 per share for an aggregate of $399,000.
No commissions were paid regarding the share issuance. On September 13, 2021 and September 27, 2021, we converted loans from two
lenders in the aggregate amount of $1,111,395 into 444,558 shares of common stock at $2.50 per share.

 On
March 25, 2024, Ningbo National High-Tech District branch of Industrial and Commercial Bank of China agreed to extend a credit line of
RMB 56 million to RLSP for a term of two years. The credit is secured by the Company's property located at Qixing Road, Weng'ao
Industrial Zone, Chunhu Subdistrict, Fenghua District, Ningbo, Zhejiang, China.

 Borrowings

 On
November 30, 2020, RLSP entered a one-year bank loan of $2,298,851 (RMB 15 million) with Fenghua Chunhu branch, Agricultural Bank of
China Co., Ltd. with the annual interest rate of 4.7%. The collateral pledged for the loan was the land use right with appraisal value
of $5.44 million (approximately RMB 35.2 million). RLSP repaid RMB 2 million and renewed $2,017,005 (RMB 13 million) loan on November
30, 2021 with one-year term. The loan was fully paid back on November 2022.

 On
April 30, 2021, RLSP borrowed $774,401 (RMB 5 million) short-term loan from an unrelated entity guaranteed by an individual person. The
loan has a monthly interest rate of 1% with the due date on June 15, 2021. Pursuant to the loan agreement, the interest rate will increase
to 2% monthly if RLSP is in default of loan terms and the lender may further obtain 5% of RLSP's ownership. On November 10, 2021,
RLSP extended the maturity date of the loan till April 30, 2022 with the other loan terms remain the same and the two parties have verbally
agreed to extend the due date to December 31, 2023. As of December 31, 2023 and 2022, the loan balance were $267,689(RMB 1.9 million)
and $275,474 (RMB 1.9 million), respectively.

 On
September 1, 2021, RLSP borrowed $154,832 (RMB 1 million) short-term loan from an unrelated individual. The loan has an annual interest
rate of 13% with due date on August 31, 2022. RLSP has had several round financing transactions with the individual since then. As of
December 31, 2023 and 2022, the individual loan balances were $67,627(RMB 0.48 million)and $$98,591 (RMB 0.68 million), respectively.
Out of $67,627 loan balance, RMB480,000 loan, there is no maturity date in this loan. Company can repay the loan anytime am there is
no interest further on.

 On
September 1, 2021, RLSP borrowed $247,732(RMB 1.6 million) short-term loan from an officer of RLSP. The loan has an annual interest rate
of 8% with due date on August 31, 2022. RLSP borrowed $152,359 and $Nil during 2023 and 2022, and repaid $28,263 and $69,256 back during
2023 and 2022, respectively. As of December 31, 2023 and 2022, the loan balances were $183,881 (RMB 1.3 million) and $61,909 (RMB 0.43
million), respectively. The loan was extended to December 31, 2023 on March 11, 2023 and the officer has waived loan interest since September
2022.

 On
November 30, 2021, RLSP borrowed $314,857 (RMB 2 million) mortgage loan from Zhejiang Yongyin Financial leasing Co., Ltd, a subsidiary
of Ningbo Fenghua Rural Commercial Bank Co., Ltd, pledged with machinery and equipment RLSP purchased and fully paid with the market
value of approximately RMB2.3 million. The loan has a two-year term with due date on November 19, 2023. For the year ended December 31,
2023,RLSP borrowed $(RMB). The loan balances were $288,348 and $135,357 as of December 31, 2023 and 2022, respectively.

 On
March 2022, RLSP borrowed $20,901 personal loans from two employees and $10,451 was repaid in April 2022. As of December 31, 2022, the
outstanding loan balance was $10,149. The loans bear no interest and are due on demand. The loan was fully paid back on March 2023.

 On
November 18, 2022, RLSP entered a one-year bank loan of $1,884,823 (RMB 13 million) with Fenghua Chunhu branch, Bank of Ningbo, with
the annual interest rate of 4.5%. The collateral pledged for the loan was the land use right with appraisal value of $3.44 million (approximately
RMB 23.69 million). The loan was extended to September 30, 2023 on September 22, 2023. On September 21, 2023 RLSP entered a three- month
bank loan of $1,837,092 (RMB$13 million) and has fully paid back the principal before December 31, 2023. On December 25 2023, RLSP borrowed
$3,674,185(RMB 26 million) with due date on December 25, 2023. The loan balance was $1,831,553 and 1,884,823 as of December 31, 2023
and 2022.

 On
September 14, 2023, RLSP borrowed $2,054,513 (RMB 15 million) a short-term loan from unrelated individual. The loan bears 2.5% monthly
interest rate and has its maturity date of November 30, 2023. RLSP repaid back $1,780,578 (RMB 13 million) during September 2023. There
is no maturity date with balance of $281,777 (RMB 2 million) as of December 31, 2023.

 On
October 20, 2023, RLSP borrowed $353,287 (RMB 2.5 million) a short-term loan with a monthly interest rate of 3% from an unrelated individual.
The loan balance was $718,532 (RMB 5.1 million) as of December 31, 2023.

 Interest
expense primarily consists of the interest incurred on the bank loans, commercial & individual loans and minor bank service charges.
For years ended December 31, 2023 and 2022, the Company recorded the interest expense of $237,581 and $187,528, respectively.

 Contractual
Obligations

 On
August 5, 2022, RLSP signed a Construction Engineering Contract with Ningbo Rongsen Construction Co., Ltd ("Ningbo
Rongsen") to construct a factory and a new production line with an annual production capacity of up to four million sets of
automotive seals. The budget of the project is around $4,931,105 (RMB 35 million), and the project was completed on October 25,
2023. As of December 31, 2023, RLSP has paid Ningbo Rongsen a total of $2,395,142 (RMB 17 million) for the
project.

 On
March 1, 2024, RLSP filed a complaint against Ningbo Rongsen in the Ningbo Intermediate People's Court of China, challenging the
overvalued construction costs of our newly constructed factory. On March 5, 2024, RLSP received a notification from Ningbo Fenghua District
People's Court that the construction project contract dispute case of RLSP vs. Ningbo Rongsen has been filed. The case number is
(2024) Zhejiang 0213 Civil Litigation No. 1737.

 On
August 5, 2022, RLSP and Ningbo Rongsen signed a Construction Engineering Contract, with an agreed project cost of US $4,931,105 (RMB
35 million). The project was completed on October 25, 2023, and subsequently audited by Ningbo Zhongxin Engineering Management Co., Ltd.,
which initially appraised the project at US $6,519,991 (RMB 46,277,593). Based on this appraisal, RLSP signed a Settlement Payment Agreement
with Ningbo Rongsen on January 7, 2024, setting the final settlement price at US $7,171,990 (RMB 50,905,352).

 However,
a significant discrepancy emerged following a second evaluation by Kexin United Engineering Consulting Co., Ltd., which determined the
project cost to be US $5,221,922 (RMB 37,064,159), indicating a discrepancy of 26.32% compared to the price in the Settlement Payment
Agreement. Citing a major misunderstanding influenced by the initial overvaluation, RLSP seeks legal action to revoke the Settlement
Payment Agreement, in accordance with Article 147 of the Civil Code of the People's Republic of China, which allows for the revocation
under significant misunderstanding.

 Our management maintains confidence
in our legal standing and is actively pursuing a resolution that will be beneficial to us. As legal proceedings are subject to inherent
uncertainties, we cannot predict the outcome of this matter at the time of filing this Annual Report.

 Cash
Flows

 The
following table sets forth the primary sources and uses of cash for each of the periods presented below:

 Years
Ended December 31, 2023, and 2022

 Years Ended

 2023

 2022

 $ Change

 % Change

 Net cash (used in) provided by:

 Operating activities

 $
 (84,078
)

 $
 1,252,348

 $
 (1,336,426
)

 (106
)%

 Investing activities

 (3,017,818
)

 (2,580,555
)

 (437,263
)

 (17
)%

 Financing activities

 1,811,678

 1,905,128

 (93,450
)

 (4
)%

 Effect of foreign currency translation on cash flow

 (31,874
)

 70,325

 (102,199
)

 (145
)%

 Net increase in cash

 $
 (1,322,092
)

 $
 647,246

 $
 (1,969,338
)

 (304
)%

 Cash
Provided in Operating Activities

 Net
cash provided in operating activities was $(84,078) for the years ended December 31, 2023, as compared to $1,252,348 for the years ended
December 31, 2022. The decrease was mainly due to RLSP's factory relocation commenced in early August 2023 and subsequently obtained
the property title certificate of the new factory until December 2023, which resulted in a decrease in RLSP's production in the
fourth quarter of year 2023. RLSP has resumed production in our new facility in February 2024.

 Cash
Used in Investing Activities

 Net
cash used in investing activities was $3,017,818 for the year ended December 31, 2023 as compared to $2,580,555 for the year ended December
31, 2022. The increase was mainly due to the increase in expenses from purchases of equipment and factory construction costs for our
newly completed factory building..

 Cash
Provided by Financing Activities

 Net
cash provided by financing activities was $1,811,679 for the year ended December 31, 2023, as compared to $1,905,128 for the year ended
December 31, 2022, which is compatible year over year.

 Critical
Accounting Policies

 Our
financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation
of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

 Critical
Accounting Estimates

 Use
of Estimates

 The
preparation of financial statements in conformity with United States generally accepted accounting principles ("GAAP") requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

 Revenue
Recognition

 The
Company early adopted Accounting Standards Update ("ASU") 2014-09, Accounting Standards Codification Topic 606, Revenue
from Contracts with Customers (ASC 606) since its inception (i.e. July 2019), which is a comprehensive new revenue recognition model
that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects
the consideration expected to be received in exchange for those goods or services. ASC 606 creates a five-step model that requires entities
to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer,
(2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction
price to the separate performance obligations and (5) recognizing revenue as each performance obligation is satisfied. The Company applies
the five-step model to sales contracts.

 We
generate revenue through selling automotive rubber and plastic sealing strips under two models of supply:

 Model
A (Direct Supply Model)

 Following
successful on-site inspections by auto OEMs, RLSP secures listing in its directories as a first-tier supplier that directly provides
products to the OEM. For example, eGT is an auto OEM, and we serve as their first-tier supplier. eGT directly signs purchase or supply
agreements with RLSP. This positions RLSP to independently procure raw materials, manufacture final products and directly deliver finished
goods to the warehouses of the auto OEMs. RLSP fulfills its performance obligation upon the delivery of finished products to their warehouses,
following a subsequent quality inspection approved by them. Simultaneously, they may request product replacements for disqualified items.
Ownership and control of our finished products transfer to customers upon successful inspection and acceptance into an OEM's warehouse.
Revenue recognition occurs upon the transfer of control of our products to a customer, with payments made directly by the OEM.

 Model
B (Indirect Supply Model)

 RLSP
receives the purchase orders from our related parties-Shanghai Xinsen and Xinsen Sealing Products (Hangzhou) Co., Ltd ("Hangzhou
Xinsen") (collectively named as "Xinsen Group" for two companies together). The Company's Chief Executive Officer,
President and Chairperson, Ms. Xingxiu Hua, previously held a 90% ownership interest in Shanghai Xinsen and Shanghai Xinsen holds a 70%
ownership interest in Hangzhou Xinsen. Effective October 1, 2022, Ms. Hua reduced her ownership of Shanghai Xinsen from 90% to 15%, and
accordingly reduced her indirect ownership of Hangzhou Xinsen from 63% to 10.5%. The Xinsen Group serves as a certified second-tier supplier
for branded Automobile Manufacturers ("Auto Manufacturers"). A second-tier supplier refers to a supplier that provides products
to the first-tier suppliers of the OEM. First-tier suppliers could be suppliers of car doors, rubber and plastic components and other
automobile parts. Auto Manufacturers issue consolidated purchase orders for complete sets of rubber and plastic auto parts for a particular
model to their first-tier suppliers. These first-tier suppliers subcontract the production of rubber and plastic seals to second-tier
suppliers. As a second-tier supplier and a facilitator of production rather than a direct manufacturer, Xinsen Group coordinates with
us to fulfill orders. Upon receipt of purchase orders, RLSP procures rubber materials from our vendors. The production process involves
outsourcing to third-party manufacturers for either work-in-process products ("WIP") or finished products, based on management's
decisions in response to operational circumstances.

 We
employ two distinct forms of outsourced processing under Model B.

 1)

 RLSP
 purchases raw materials and subcontracts production to third-party manufacturers for WIP. Once WIP is finished and delivered to RLSP's
 warehouse, RLSP performs certain manual processes, such as welding and constructing in order to meet the specification of the purchase
 orders. The completion of the final products is contingent upon a rigorous quality inspection conducted by RLSP, ensuring they meet
 the highest standards.

 2)

 RLSP
 purchases raw materials and subcontracts third party manufacturers to produce finished products. RLSP will trace and observe each
 step of production undertaken by third-party manufacturers, with a primary focus on the final quality control step.

 The
finished products are delivered to the warehouses of Xinsen Group's upstream first-tier suppliers, either from our locations or
those of the third-party manufacturers. Quality inspection is carried out by assigned inspectors from Xinsen Group upon delivery. RLSP
fulfills its obligation when the finished products reach Xinsen Group's customers and pass the qualified quality inspection.

 In
the event of products that do not pass inspection, the Xinsen Group initiates a product replacement process. Upon confirmation of quality
and quantity, and acceptance of finished products into Xinsen Group's customers' warehouses, invoices are provided to us
as proof of delivery. The date of the invoices signifies the transfer of ownership and control of the finished products under model B
from us to Xinsen Group and indirectly to its upstream first-tier suppliers. We recognize at such time as Xinsen Group's customers
accept delivery of products.

 Adoption
of New Accounting Standard

 In
June 2016, the FASB issued ASU 2016-13, "Financial Instruments—Credit Losses". The standard, including subsequently
issued amendments (ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10 and ASU 2019-11), requires a financial asset measured at amortized
cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected
based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable
forecasts that affect the collectability of the reported amount. In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective
date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning
after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU No. 2016-13 effective on January
1, 2023. Adoption of the new standard did not have any impact on the Company's consolidated financial statements or financial disclosure
since all accounts receivable as of January 1, 2023 were due from Xinsen Group, which were deemed no credit loss issue.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 Not
required under Regulation S-K for "smaller reporting companies."

 Item
8. Consolidated Financial Statements and Supplementary Data

 Our
audited consolidated financial statements are set forth in this Annual Report beginning on page F-3.

TO CONSOLIDATED FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations and Other Comprehensive Income for the Years ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Shareholders' Equity for the Years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F- 1

 17506
 Colima Road, Ste 101,

 City
 of Industry, CA 91748

 Tel:
+1 (626) 581-0818

 Fax:
+1 (626) 581-0809

 Report
of Independent Registered Public Accounting Firm

 Shareholders
and Board of Directors

Leaf Inc.

 Ningbo,
Zhejiang, China

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Rubber Leaf Inc. and subsidiary (the "Company") as of December
31, 2023 and 2022, the related consolidated statements of operation, stockholders' equity, and cash flows for each of the two years
in the period ended December 31, 2023, and the related notes. In our opinion, the consolidated financial statements present fairly, in
all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its
cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally
accepted in the United States of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated 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 audit to obtain
reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or
disclosures to which it relates.

 F- 2

 Related
Party Transactions

 As
described in Note 8 to the consolidated financial statements, management disclosed that the Company's chief executive officer had
or has controlling ownership or significant fluences over the certain main vendors and one of the two major customers. In addition, there
are or have been certain overlapping directors between the companies. Each of those entities has been identified as a related party as
of December 31, 2023 and 2022. The Company has also entered into numerous business transactions with related parties, including but not
limited to purchase agreements of raw materials, finished goods, equipment and machines, sales contracts and financing agreements, and
etc.

 We
identified the evaluation of the Company's identification of related parties and related party transactions as a critical audit
matter. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate
the reasonableness of management's procedures performed to identify related parties and related party transactions of the Company.

 1)

 Inquired
 and performed walkthrough about internal controls over the Company's related party process, including controls related to the
 identification of significant non-routine related party transactions with the entities.

 2)

 Read
 new agreements and contracts with the entities, and the terms and other information about transactions are consistent with explanations
 from inquiries and other audit evidence obtained about the business purpose of the transactions.

 3)

 Inquired
 of executive officers, key members of the Company, and the Board of Directors regarding related party relationship and transactions
 with the entities.

 4)

 Received
 confirmations from related parties, and compared responses to the Company's records.

 5)

 Evaluate
 the overall sufficiency of audit evidence over the identification of significant non-routine related party transactions with the
 entities.

 6)

 Performed
 the following procedures to identify information related to potential additional transactions between the Company and related parties
 that may also include third parties:

 (a)

 Read
 public filings from the Company and the related party entities, and external news for information related to transactions between
 the Company and the entities.

 (b)

 Inspect
 the Company's minutes from meetings of the Board of Directors.

 (c)

 Perform
 information search on third party websites about the Company and the entities for new relationships possibly undisclosed.

 /s/
 Simon & Edward, LLP

 We
have served as the Company's auditor since 2021.

 PCAOB
ID: 2485

 Rowland
Heights, California

 March
27, 2024

 F- 3

 CONSOLIDATED
BALANCE SHEETS

 2023

 2022

 ASSETS

 Current assets:

 Cash

 $
 41,687

 $
 51,417

 Restricted cash

 -

 1,312,362

 Accounts receivables

 130,230

 Accounts receivables – related parties

 5,209,169

 4,665,735

 Accounts receivables

 5,209,169

 4,665,735

 Advances to vendors

 60,361

 64,385

 Advances to vendors and other receivable- related parties

 222,529

 10,353

 Advances to vendors

 222,529

 10,353

 Inventories, net

 760,610

 1,338,477

 Deposit to vendor -related party

 2,113,331

 2,174,796

 Other current assets

 237,266

 234,232

 Total current assets

 8,775,183

 9,851,757

 Noncurrent assets:

 Plant and equipment, net

 9,061,473

 6,799,784

 Intangible assets, net

 2,001,113

 2,103,335

 Total assets

 $
 19,837,769

 $
 18,754,876

 LIABILITIES

 Current liabilities:

 Borrowings

 $
 3,434,980

 $
 2,404,394

 Borrowings– related parties

 183,881

 61,909

 Borrowings

 183,881

 61,909

 Accounts payables

 5,789,650

 3,182,178

 Accounts payables – related parties

 7,253,516

 7,538,348

 Accounts payables

 7,253,516

 7,538,348

 Notes payable

 -

 1,312,362

 Other payables - related parties

 2,684,029

 2,524,366

 Advances from customers

 354,059

 213,087

 Retainage payable

 -

 38,138

 Other current liabilities

 375,213

 656,223

 Total current liabilities

 20,075,328

 17,931,005

 Noncurrent liabilities:

 Long-term borrowing

 20,546

 -

 Total liabilities

 20,095,874

 17,931,005

 Commitment and Contingencies

 -

 STOCKHOLDERS' EQUITY

 Preferred stock: 40,000,000 shares authorized, no shares issued and outstanding

 -

 -

 Common stock: 100,000,000 shares authorized, 41,109,458 shares and 40,976,458 shares issued and outstanding as of December 31, 2023 and 2022

 41,110

 40,977

 Additional paid-in capital

 2,799,035

 2,400,168

 Accumulated deficit

 ( 3,217,901
)

 ( 1,819,757
)

 Accumulated other comprehensive income

 119,651

 202,483

 Total stockholders' (deficit) equity

 ( 258,105
)

 823,871

 Total liabilities and stockholders' equity

 $
 19,837,769

 $
 18,754,876

 The
accompanying notes are an integral part of these financial statements

 F- 4

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME

 2023

 2022

 For the years ended December 31

 2023

 2022

 Sales

 $
 1,396,152

 $

 Sales-related party

 8,593,998

 5,388,728

 Total

 Cost of sales-production

 10,061,164

 9,149,717

 Loss on factory relocation

 284,987

 -

 Total cost of sales

 10,346,151

 9,149,717

 Gross (loss) profit

 ( 356,001
)

 1,498,458

 Operating Expenses

 Selling expenses

 86,751

 68,321

 General & administrative expenses

 710,457

 917,408

 Total operation expenses

 797,208

 985,729

 (Loss) income from operation

 ( 1,153,209
)

 512,729

 Other income (expenses):

 Interest expenses

 ( 237,581
)

 ( 187,528
)

 Other income (expenses)

 8,713

 ( 19,159
)

 Gain on selling of imperfections

 -

 462,368

 Total other (expenses) income, net

 ( 228,868
)

 255,681

 Net (loss) income before income taxes

 $
 ( 1,382,077
)

 768,410

 Income tax expenses

 16,067

 11,029

 Net (loss) income

 $
 ( 1,398,144
)

 Foreign currency translation, net of tax

 ( 82,832
)

 11,585

 Comprehensive (loss) income

 ( 1,480,976
)

 768,966

 Earnings per share

 Basic and diluted (loss) income per share

 $
 ( 0.0 3
)

 $
 0.02

 Weighted average common shares outstanding

 41,014,936

 40,976,458

 The
accompanying notes are an integral part of these financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 Capital

 Deficit

 income (loss)

 (Deficit)

 Preferred Stocks

 Common Stocks

 Additional Paid-in

 Accumulated

 Accumulated Other
 Comprehensive Income

 Total
Stockholders' Equity

 Capital

 Deficit

 (Loss)

 (Deficit)

 Balance at December 31, 2021

 -

 $
 -

 40,976,458

 $
 40,977

 $
 2,400,168

 $
 ( 2,577,138
)

 $
 190,898

 $
 54,905

 Net income

 -

 -

 -

 -

 -

 -

 Foreign currency translation, net tax

 -

 -

 -

 -

 -

 -

 11,585

 11,585

 Balance at December 31, 2022

 -

 -

 40,976,458

 $
 40,977

 $
 2,400,168

 $
 ( 1,819,757
)

 $
 202,483

 $
 823,871

 Balance

 -

 -

 40,976,458

 $
 40,977

 $
 2,400,168

 $
 ( 1,819,757
)

 $
 202,483

 $
 823,871

 Issue of Shares

 133,000

 398,867

 -

 -

 399,000

 Net loss

 -

 -

 -

 -

 -

 ( 1,398,144
)

 -

 ( 1,398,144
)

 Foreign currency translation, net tax

 -

 -

 -

 -

 -

 -

 ( 82,832
)

 ( 82,832
)

 Balance at December 31, 2023

 -

 -

 41,109,458

 $
 41,110

 2,799,035

 $
 ( 3,217,901
)

 $
 119,651

 $
 ( 258,105
)

 Balance

 -

 -

 41,109,458

 $
 41,110

 2,799,035

 $
 ( 3,217,901
)

 $
 119,651

 $
 ( 258,105
)

 The
accompanying notes are an integral part of these financial statements.

 F- 6

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2023

 2022

 For the years ended December 31

 2023

 2022

 Cash flow from operating activities

 Net (loss) income

 ( 1,398,144
)

 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

 Depreciation and amortization

 599,436

 660,784

 Changes in operating assets and liabilities:

 Accounts receivables

 ( 130,624
)

 -

 Accounts receivables – related parties

 ( 677,340
)

 ( 2,068,248
)

 Advances to vendors - related parties

 ( 241,111
)

 426,155

 Advance to vendors

 62,558

 ( 10,173
)

 Other current assets

 ( 41,946
)

 -

 Inventories

 541,672

 ( 938,790
)

 Right-of-use assets

 -

 ( 21,057
)

 Notes payable

 ( 1,279,128
)

 731,649

 Accounts payables

 2,705,565

 2,142,552

 Accounts payables - related parties

 ( 71,998
)

 438,112

 Advances from customers

 147,438

 ( 330,004
)

 Retainage payable

 ( 37,172
)

 ( 698,320
)

 Other current liabilities

 ( 263,284
)

 162,307

 Net cash (used in) provided by operating activities

 ( 84,078
)

 1,252,348

 Cash flow from investing activities

 Loan receivable

 -

 ( 75,817
)

 Purchase of equipment and factory construction

 ( 3,017,818
)

 ( 2,504,738
)

 Net cash used in investing activities

 ( 3,017,818
)

 ( 2,580,555
)

 Cash flow from financing activities

 Share issuances for cash

 399,000

 -

 Proceeds from to related parties

 318,471

 2,398,588

 Repayments of borrowings-related parties

 ( 28,263
)

 ( 94,468
)

 New borrowings

 7,150,529

 1,981,864

 Repayments of borrowings

 ( 6,028,058
)

 ( 2,380,856
)

 Net cash provided by financing activities

 1,811,679

 1,905,128

 Effect of exchange rate changes

 ( 31,875
)

 70,325

 Increase in cash

 ( 1,322,092
)

 647,246

 Cash and restricted cash, beginning

 1,363,779

 716,533

 Cash and restricted cash, ending

 $
 41,687

 $
 1,363,779

 Supplemental disclosures of cash flow

 Interest paid

 $
 207,078

 $
 94,572

 Income taxes paid

 $
 106,101

 $
 3,861

 Noncash investing and financing activities

 Construction in progress additions

 $
 2,917,906

 $
 -

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 7

 NOTES
TO THE AUDITED FINANCIAL STATEMENTS

 Note
1 - Organization and Description of Business

Leaf Sealing Products (Zhejiang) Co., Ltd. (the "RLSP") was established in July 8, 2019 and is located in Fenghua District,
Ningbo, Zhejiang province, the People's Republic of China ("PRC"). It is engaged in the import and export trade, production
and sales of synthetic rubber, rubber compound, car window seals, auto parts, etc. of integrated group companies. It has an integrated
machinery production plant on PRC. RLSP, a well-known auto parts enterprise, is a first-tier supplier of well-known auto brands such
as Dongfeng Motor and French Renault. RLSP has a registered capital of $ 20 million US dollars to be injected and is a wholly owned by
foreign investment.

Leaf Inc (the "Company" or "RLI") was incorporated under the law of the State of Nevada on May 18, 2021 by Ms.
Xingxiu Hua, the sole shareholder of RLSP. On May 27, 2021, the Company entered a share exchange agreement with Ms. Hua, pursuant to
which, the Company issued 40,000,000 shares of common stock to exchange for all of RLSP's shares. No change of control of RLSP
was resulted from the execution of the share exchange agreement.

 Note
2 - Summary of Significant Accounting Policies

 Basis
of Presentation

 This
summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting
policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in
the preparation of the financial statements. With respect to the audited financial statements as of and for the year ended December 31,
2023, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation
have been included.

 The
consolidated financial statements include the accounts of Rubber Leaf Inc, the parent company and its wholly owned subsidiary in China
- Rubber Leaf Sealing Products (Zhejiang) Co., Ltd. All intercompany transactions and balances were eliminated in consolidation.

 Reclassifications

 Certain
amounts on the prior-years' consolidated balance sheets, consolidated statements of operations and cash flows were reclassified
to conform to current-year presentation, with no effect on ending stockholders' equity.

 Use
of Estimates

 The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management,
all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from
those estimates. Signiant estimates are used in the collectability of accounts receivable, the useful lives and impairment of long-lived
assets, the valuation of deferred tax assets, inventories reserve and provisions for income taxes, among others.

 F- 8

 Revenue
Recognition

 The
Company early adopted Accounting Standards Update ("ASU") 2014-09, Accounting Standards Codification Topic 606, Revenue
from Contracts with Customers (ASC 606) since its inception (i.e. July 2019), which is a comprehensive new revenue recognition model
that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects
the consideration expected to be received in exchange for those goods or services. ASC 606 creates a five-step model that requires entities
to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer,
(2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction
price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company applies
the five-step model to sales contracts.

 We
generate revenue through selling automotive rubber and plastic sealing strips under two models of supply:

 Model
A (Direct Supply Model)

 Following
successful on-site inspections by auto OEMs, RLSP secures listing in its directories as a first-tier supplier that directly provides
products to the OEM. For example, eGT is an auto OEM, and we serve as their first-tier supplier. eGT directly signs purchase or supply
agreements with RLSP. This positions RLSP to independently procure raw materials, manufacture final products and directly deliver finished
goods to the warehouses of the auto OEMs. RLSP fulfills its performance obligation upon the delivery of finished products to their warehouses,
following a subsequent quality inspection approved by them. Simultaneously, they may request product replacements for disqualified items.
Ownership and control of our finished products transfer to customers upon successful inspection and acceptance into an OEM's warehouse.
Revenue recognition occurs upon the transfer of control of our products to a customer, with payments made directly by the OEM.

 Model
B (Indirect Supply Model)

 RLSP
receives the purchase orders from our related parties-Shanghai Xinsen and Xinsen Sealing Products (Hangzhou) Co., Ltd ("Hangzhou
Xinsen") (collectively named as "Xinsen Group" for two companies together). The Company's Chief Executive Officer,
President and Chairperson, Ms. Xingxiu Hua, previously held a 90 % ownership interest in Shanghai Xinsen and Shanghai Xinsen holds a 70 %
ownership interest in Hangzhou Xinsen. Effective October 1, 2022, Ms. Hua reduced her ownership of Shanghai Xinsen from 90% to 15%, and
accordingly reduced her indirect ownership of Hangzhou Xinsen from 63% to 10.5%. The Xinsen Group serves as a certified second-tier supplier
for branded Automobile Manufacturers ("Auto Manufacturers"). A second-tier supplier refers to a supplier that provides products
to the first-tier suppliers of the OEM. First-tier suppliers could be suppliers of car doors, rubber and plastic components and other
automobile parts. Auto Manufacturers issue consolidated purchase orders for complete sets of rubber and plastic auto parts for a particular
model to their first-tier suppliers. These first-tier suppliers subcontract the production of rubber and plastic seals to second-tier
suppliers. As a second-tier supplier and a facilitator of production rather than a direct manufacturer, Xinsen Group coordinates with
us to fulfill orders. Upon receipt of purchase orders, RLSP procures rubber materials from our vendors. The production process involves
outsourcing to third-party manufacturers for either work-in-process products ("WIP") or finished products, based on management's
decisions in response to operational circumstances.

 We
employ two distinct forms of outsourced processing under Model B.

 1)

 RLSP
 purchases raw materials and subcontracts production to third-party manufacturers for WIP. Once WIP is finished and delivered to RLSP's
 warehouse, RLSP performs certain manual processes, such as welding and constructing in order to meet the specification of the purchase
 orders. The completion of the final products is contingent upon a rigorous quality inspection conducted by RLSP, ensuring they meet
 the highest standards.

 2)

 RLSP
 purchases raw materials and subcontracts third party manufacturers to produce finished products. RLSP will trace and observe each
 step of production undertaken by third-party manufacturers, with a primary focus on the final quality control step.

 The
finished products are delivered to the warehouses of Xinsen Group's upstream first-tier suppliers, either from our locations or
those of the third-party manufacturers. Quality inspection is carried out by assigned inspectors from Xinsen Group upon delivery. RLSP
fulfills its obligation when the finished products reach Xinsen Group's customers and pass the qualified quality inspection.

 F- 9

 In
the event of products that do not pass inspection, the Xinsen Group initiates a product replacement process. Upon confirmation of quality
and quantity, and acceptance of finished products into Xinsen Group's customers' warehouses, invoices are provided to us
as proof of delivery. The date of the invoices signifies the transfer of ownership and control of the finished products under model B
from us to Xinsen Group and indirectly to its upstream first-tier suppliers. We recognize at such time as Xinsen Group's customers
accept delivery of products.

 Cost
of revenue

 Cost
of revenues is comprised of raw materials consumed, manufacturing costs, third party logistics and distribution costs including packaging,
freight, transportation, shipping and handling costs, and inventory adjustment due to the defectives and inventory count.

 Cash
and Cash Equivalents

 Cash
and cash equivalents include bank deposits and liquid investments with original maturities of three months or less as of the purchase
date of such investments.

 Restricted
cash

 The
Company had notes payable outstanding with Ningbo bank and was required to keep certain amounts on deposit that were subject to withdrawal
restrictions. The notes payables were generally short term in nature due to its maturity period of six months or less, thus restricted
cash was classified as a current asset.

 Concentration
risk

 The
Company maintains cash with banks in the United States of America ("USA") and PRC. Should any bank holding cash become insolvent,
or if the Company is otherwise unable to withdraw funds, the Company would lose the cash with that bank; however, the Company has not
experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. In China,
a depositor has up to RMB 500,000 insured by the People's Bank of China Financial Stability Bureau ("FSD"). In the United
States, the standard insurance amount is $ 250,000 per depositor in a bank insured by the Federal Deposit Insurance Corporation ("FDIC").

 Financial
instruments that potentially subject the Company to significant concentrations of credit risk are cash and cash equivalents and accounts
receivable. As of December 31, 2023 and 2022, $ Nil and $ 1,240,272 of the Company's cash and restricted cash held by financial institutions
were uninsured, respectively.

 Major
customers

 For
the years ended December 31, 2023 and 2022, the Company's revenues from two major customers accounted more than 10% of the total
revenue were as following:

of Concentration Risk Percent

December 31, 2023

 As of
December 31, 2023

December 31, 2022

 As of
December 31, 2022

 % of Total Revenue

 Accounts Receivable

 % of Total Accounts Receivable

 % of Total Revenue

 Accounts Receivable

 % of Total Accounts Receivable

 Customer A

 $
 1,280,555

 %

 -

 -
 %

 $

 %

 $
 -

 -
 %

 Customer B

 $
 8,593,998

 %

 $
 5,209,169

 %

 $
 5,338,728

 %

 $
 4,665,735

 %

 Customer
 A: eGT New Energy Automotive Co., Ltd. ("eGT"), an unrelated party.

 Customer
 B: Shanghai Xinsen Import & Export Co., Ltd ("Shanghai Xinsen"), a related party that sells RLSP's products
 to Shanghai Hongyang Sealing Co., Ltd. ("Shanghai Hongyang") and Wuhu Huichi Auto Parts Co., Ltd. ("Wuhu Huichi"),
 two unrelated parties of RLSP and the Company, and certified first-tier suppliers of Auto Manufacturers.

 F- 10

 Major
vendors

 For
the years ended December 31, 2023 and 2022, the Company made purchases from the major vendors accounted more than 10% of the total purchases
were as following:

December 31, 2023

 As of
December 31, 2023

December 31, 2022

 As of
December 31, 2022

 % of Total Purchase

 Accounts payable

 % of Total Accounts Payable

 % of Total Purchase

 Accounts payable

 % of Total Accounts Payable

 Vendor A

 $
 8,552,684

 %

 $
 2,871,033

 %

 $
 5,549,968

 %

 $
 2,384,085

 %

 Vendor B

 -

 -

 $
 4,364,105

 %

 $
 79,608

 %

 $
 5,135,351

 %

 Vendor C

 $
 438,230

 %

 -

 -

 $
 2,626,103

 %

 -

 -

 Vendor
 A: Shanghai Haozong Rubber & Plastic Technology Co., Ltd. ("Shanghai Haozong"), a related party.

 Vendor
 B: Shanghai Huaxin Economic and Trade Co., Ltd. ("Shanghai Huaxin"), a related party, purchase amounts and accounts payable
 balances include retainage payables.

 Vendor
 C: Shanghai Yongliansen Import and Export Trading Company ("Yongliansen"), a related party.

 Accounts
Receivable

 Accounts
receivables are reported at their net realizable value. Any value adjustments are booked directly against the relevant receivable. We
have standard payment terms that generally require payment within approximately 30 to 60 days. Management performs ongoing credit evaluations
of its customers. An allowance for potentially uncollectible accounts is provided based on history, economic conditions, and composition
of the accounts receivable aging. As of December 31, 2023 and 2022 no credit risk identified and no allowance for doubtful accounts.

 Inventories,
net

 Inventories
consist of raw materials and finished products, and are stated at the lower of cost or net realizable value. Cost is calculated by applying
the weighted -average method and physically applied first-in-first-out method (FIFO) in inventory stock in and out. The Company regularly
reviews inventory quantities on hand and writes down to its net realizable value any inventory that it believes to be impaired. Management
considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life
cycles when determining excess and obsolescence and net realizable value adjustments. Once inventory is written down and a new cost basis
is established, it is not written back up if demand increases.

 Advances
to vendors

 From
time to time, we paid advances to our vendors in order to secure our purchase orders or as retainers required pursuant to various purchase
agreements related to production and the 2 nd production lines currently under construction. The advances have no interest
bearing, normally settled along with purchase transactions within 60 to 180 days depend on market condition, and around 365 days for
construction projects and/or equipment purchase.

 Property
and equipment

 Property
and equipment are initially recorded at their historical cost. Repairs and maintenance are expensed as incurred. Depreciation is computed
using the straight-line method over the following estimated useful lives of the depreciable assets:

 Land
 use rights: 50 years

 Leasehold
 improvement: shorter of the estimate useful life or lease term

 Factory and Building: 47 years

 Factory
 equipment: 3 - 36 years

 Auto vehicles: 4 years

 Office
 equipment and furniture: 4 - 10 years

 Construction
in progress ("CIP") includes pre-construction costs, construction costs, interest incurred on financing, amortization of
land use right during the construction period, insurance and overhead costs related to construction. Interest of borrowings specific
for the construction project and amortization of land use rights are capitalized under CIP when development activities commence, and
end when the qualifying assets are ready for their intended use.

 F- 11

 Intangible
Assets

 All
land in the PRC is owned by the PRC government and cannot be sold to any individual or company. The Company has recorded the amounts
paid to the PRC government when acquired long-term interests of land use rights under intangible assets. This type of arrangement is
common for the use of land in the PRC. The Company amortizes land use rights based on the term of the respective land use rights granted,
which generally ranges from 15 to 50 years. The land use rights of Collective Lands has unlimited useful lifetime.

 Impairment
of Long-Lived Assets

 The
Company's long-lived assets mainly include property and equipment, land use right recorded under intangible assets and right-of-use
assets obtained through operating lease.

 In
accordance with ASC 360, Property, Plant, and Equipment, the Company evaluates long-lived assets for impairment whenever events or changes
in circumstances indicate that the carrying value of a long-lived asset, or group of assets, as appropriate, may not be recoverable.
If the aggregate undiscounted future net cash flows expected to result from the use and the eventual disposition of a long-lived asset
is less than its carrying value, then the Company would recognize an impairment loss based on the excess of the carrying value over the
fair value.

 For
the years ended December 31, 2023 and 2022, the Company determined there was no impairment of the long-lived assets.

 Notes
payable

 Short-term
notes payable are lines of credit extended by banks. The banks in-turn issue the Company a bankers acceptance note, which can be endorsed
and assigned to vendors as payments for purchases. These short-term notes payable bears no interest and is guaranteed by the bank for
its complete face value and usually matures within three to six-month period. The banks usually require the Company to deposit a certain
amount of cash at the bank as a guarantee deposit, which is classified on the balance sheet as restricted cash.

 As
of December 31, 2023 and 2022, RLSP held $ Nil and $ 1,312,362 notes payable issued by Ningbo bank with various maturity dates up to December
2022, respectively. The same amount of deposits was required by the banks and classified as restricted cash as of December 31, 2022.

 Advances
from customers

 From
time to time, we received advances from our customers, which are made normally under sales frame contracts, each sales transaction will
be initiated by purchase orders received under the frame contracts. The advances have no interest bearing, normally settled along with
purchase/sales transactions within 60 to 180 days.

 Retainage
Payables

 For
equipment purchased from Shanghai Huaxin in the PRC, a related party, by RLSP in the PRC, the Company typically retains a portion of
the purchase invoices, typically 3-5%, for 12 to 24 months to ensure the quality of equipment after installation during the qualifying
warranty period. As of December 31, 2023 and 2022, retainage payables were $ Nil and $ 38,138 with maturity dates various in to December
30, 2022 and 2023, respectively.

 F- 12

 Income
Taxes

 We
are governed by the Income Tax Law of the PRC and the United States. The Company accounts for income taxes using the asset and liability
method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and
liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax
bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured
using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records
a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 The
2017 Tax Reform Act permanently reduces the U.S. corporate income tax rate to a 21 % flat rate. In addition, the 2017 Tax Reform Act also
creates a new requirement that certain income (i.e., Global Intangible Low-Taxed Income ("GILTI")) earned by controlled foreign
corporations ("CFCs") must be included in the gross income of the CFCs' U.S. shareholder income. The tax law in PRC
applies an income tax rate of 25 % to all enterprises. The Company's subsidiary does not receive any preferential tax treatment
from local government.

 Value
added tax

 The
Company is subject to value added tax ("VAT"). The applicable VAT rate is 13 % for products sold in the PRC for the years
of 2023 and 2022. The amount of VAT liability is determined by applying the applicable tax rate to the amount of goods sold (output VAT)
less VAT accrued on purchases made with the relevant supporting invoices (input VAT). Sales and purchases are recorded net of VAT (the
amount of VAT is excluded from revenues and costs) collected and paid as the Company acts as an agent for the government.

 Earnings
Per Share

 The
Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per
share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding
during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments
to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings
of the Company.

 Pursuant
to ASC 260-10-55, EPS computations should be based on the facts and circumstances of the transaction for reorganization. The Company
calculated its EPS retrospectively akin to a normal share issuance as if the reorganization incurred from the inception.

 The
Company does not have any potentially dilutive instruments as of December 31, 2023 and 2022, and, thus, anti-dilution issues are not
applicable.

 Fair
Value of Financial Instruments

 The
Company's balance sheets include certain financial instruments. The carrying amounts of current assets and current liabilities
approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected
realization.

 ASC
820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market
participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's
own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable
inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the
fair value hierarchy are described below:

 Level
 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or
 liabilities.

 Level
 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly,
 including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities
 in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates);
 and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 Level
 3 - Inputs that are both significant to the fair value measurement and unobservable.

 Fair
value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December
31, 2023 and 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due
to the short-term nature of these instruments. These financial instruments include cash and cash equivalent, restricted cash, accounts
receivables, advances to vendors, inventories, other current assets, accounts payables, advances from customers and other current liabilities.
For short term borrowings and notes payable, the Company concluded the carrying values are a reasonable estimate of fair values because
of the short period of time between the origination and repayment and as their stated interest rates approximate current rates available.

 F- 13

 Operating
Leases

 The
Company adopted ASC 842 since its inception. The Company determines if an arrangement is or contains a lease at inception. Operating
leases with lease terms of more than 12 months are included in operating lease assets, accrued and other current liabilities, and long-term
operating lease liabilities on its consolidated balance sheet. Operating lease assets represent its right to use an underlying asset
for the lease term and lease liabilities represent its obligation to make lease payments over the lease term. Operating lease assets
and liabilities are recognized based on the present value of the remaining lease payments discounted using its incremental borrowing
rate. Lease expense is recognized on a straight-line basis over the lease term.

 Related
Parties

 Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also
considered to be related if they are subject to common control or common significant influence. The Company follows ASC 850, Related
Party Disclosures, for the identification of related parties and disclosure of related party transactions.

 Foreign
Currency

 Amounts
reported in the condensed consolidated financial statements are stated in United States dollars, unless stated otherwise. The Company's
subsidiary in the PRC use the Chinese renminbi (RMB) as their functional currency and the holding company - RLI uses the United States
dollar as their functional currency. For subsidiaries that use the local currency as the functional currency, all assets and liabilities
are translated to United States dollars using exchange rates in effect at the end of the respective periods and the results of operations
have been translated into United States dollars at the weighted average rates during the periods the transactions were recognized. Resulting
translation gains or losses are recognized as a component of other comprehensive income (loss).

 In
accordance with ASC 830, Foreign Currency Matters (ASC 830), the Company translates the assets and liabilities into United States dollars
using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an
average rate during the reporting period. Adjustments resulting from the translation from RMB into United States dollar are recorded
in stockholders' equity as part of accumulated other comprehensive income. Further, foreign currency transaction gains and losses
are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Gains
and losses on those foreign currency transactions are included in other income (expense), net for the period in which exchange rates
change.

 Comprehensive
Income (Loss)

 The
Company accounts for comprehensive income (loss) in accordance with ASC 220, Income Statement-Reporting Comprehensive Income (ASC
220). Under ASC 220, the Company is required to report comprehensive income (loss), which includes net income (loss) as well as other
comprehensive income (loss). The only significant component of accumulated other comprehensive income (loss) as of December 31, 2023
and 2022 is the currency translation adjustment.

 Segment
Information

 Operating
segments are defined as components of a company about which separate financial information is available that is evaluated regularly by
the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The
Company's chief operating decision maker is the executive team, which is comprised of the chief executive officer and the chief
financial officer. Based on the financial information presented to and reviewed by the chief operating decision maker in deciding how
to allocate the resources and in assessing the performance, the Company has determined that it has two operating and reporting segments
based on sales channels – direct supply and indirect supply as of December 31, 2023 and 2022

 F- 14

 Recent Accounting Standard Adopted

 In June 2016, the FASB issued ASC Update No. 2016-13,
(Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. This ASC update introduces
new guidance for the accounting for credit losses on financial instruments within its scope. A new model, referred to as the current expected
credit losses model, requires an entity to determine credit-related impairment losses for financial instruments held at amortized cost
and to estimate these expected credit losses over the life of an exposure (or pool of exposures). The estimate of expected credit losses
should consider both historical and current information, reasonable and supportable forecasts, as well as estimates of prepayments. The
estimated credit losses and subsequent adjustment to such loss estimates will be recorded through an allowance account which is deducted
from the amortized cost of the financial instrument, with the offset recorded in current earnings. ASC No. 2016-13 also modifies the impairment
model for available-for-sale debt securities. The new model will require an estimate of expected credit losses only when the fair value
is below the amortized cost of the asset, thus the length of time the fair value of an available-for-sale debt security has been below
the amortized cost will no longer affect the determination of whether a credit loss exists. In addition, credit losses on available-for-sale
debt securities will be limited to the difference between the security's amortized cost basis and its fair value. The updated guidance
is effective for all entities other than public companies' fiscal years beginning after December 15, 2022. The Company has adopted
this accounting standard, effective January 1, 2023. Management assessed the adoption of this standard on the effective date and concluded
that the adoption did not have a material effect on the Company's financial condition, results of operations, and cash flows during
the year ended December 31, 2023.

 Accounting Standards Issued
but Not Yet Adopted

 Income Tax Disclosures - In December 2023,
the Financial Accounting Standards Board (FASB) released ASU No. 2023-09, titled "Income Taxes (Topic 740): Enhancements to
Income Tax Disclosures" (referred to as "ASU 2023-09"). This new standard mandates the disclosure, on an annual
basis, of specific categories in the rate reconciliation and the disaggregation of income taxes paid by jurisdiction. ASU 2023-09
becomes effective for annual reporting periods starting after December 15, 2025. The Company anticipates that the adoption of this
standard will not significantly impact its financial position, results of operations, or cash flows. In November 2023, the Financial
Accounting Standards Board (FASB) released ASU 2023-07, titled "Enhancements to Reportable Segment Disclosures"
("ASU 2023-07"). This standard necessitates companies to provide additional, more comprehensive details regarding
significant expenses of a reportable segment, even if there is only one such segment. Its purpose is to enhance disclosures related
to a public entity's reportable segments. ASU 2023-07 will be effective for fiscal years commencing after December 15, 2023, and for
interim periods starting after December 15, 2024, with the option for early adoption. We are presently assessing the potential
impact of adopting ASU 2023-07 on our consolidated financial statements.

 Note
3 - Inventories, net

 Inventories
consisted of raw rubber materials, finished goods of rubber products and others, and are stated at the lower of cost or net realizable
value. As of December 31, 2023 and December 31, 2022, inventories consisted of the following:

of Inventories

 2023

 2022

 Raw materials

 $
 12,761

 $
 8,900

 Finished goods, net

 747,849

 1,329,577

 Total

 760,610

 1,338,477

 Gain on selling of imperfection

 During the year 2021, the Company has identified the
inventory in the amount of $ 709,479 which was scraped out and unsellable to our customers. However, after RSLP made multiple claims
to the supplier, the supplier made a lab test for the scraped parts in order to identify the problems. After reprocessing, RSLP sold $ 545,975 of
the total imperfections to the customer at a reduced price during the year 2022. The total amount of gain on the selling of imperfections
is $ 462,368.

 As
of December 31, 2023 and 2022, $ nil and $ 9,649 reserved for slow moving and obsolete inventory items, respectively.

 Note
4 - Plant and equipment, net

of Plant and Equipment

 2023

 2022

 Equipment and machinery

 $
 5,469,683

 $
 5,633,421

 Factory and Building

 5,455,619

 -

 Furniture and office equipment

 4,257

 3,505

 Auto vehicles

 23,645

 19,783

 Leasehold improvement

 118,673

 122,124

 Minus: Accumulated depreciation and amortization

 ( 2,010,404
)

 ( 1,497,885
)

 Plant and equipment, net

 9,061,473

 4,280,948

 Construction in progress

 -

 2,518,836

 Property plant and equipment, net

 $
 9,061,473

 $
 6,799,784

 Upon
obtained the right use of land, RLSP started to build the manufacture plant on the land. The Company capitalized the cost in related
to the construction, including the interests related to the borrowings, the utilities occurred in the construction, the amortization
of land use of right.

 On
August 5, 2022, RLSP and Ningbo Rongsen Construction Co., Ltd ("Ningbo Rongsen") signed a Construction Engineering
Contract, with an agreed project cost of US $ 4,931,105
(RMB 35 million). The project was
completed on October 25, 2023. Upon receiving the construction project fire protection acceptance issued by the local government,
the total construction cost of the factory in the amount of $ 5,221,922
(RMB 37,064,159)
was transferred to plant and equipment, net account, labeled "Factory and Building" on December 25, 2023. See Note 13
for more details about the Construction project.

 For
the equipment used for manufacturing, the depreciation expense is included as part of manufacturing overhead, while the equipment used
for general administrative are included in selling, general and administrative expense on the statements of operations.

 For
the years ended December 31, 2023 and 2022, the depreciation and amortization expenses were $ 556,530 and $ 614,744, respectively.

 F- 15

 Note
5 – Intangible asset, net

 On
October 21, 2020, RLSP purchased land use rights, for 50 years useful life, located in Chunhun Street, in Fenghua city, Zhejiang Province,
for a total purchase price of $ 2,064,554 (RMB 13,729,900 at exchange rate of 0.1504), the information of the land use rights is as followed:

 Intangible
asset, net consists of the following:

of Intangible Asset

 2023

 2022

 Land use rights

 $
 2,138,833

 $
 2,201,040

 Less: Accumulated amortization

 ( 137,720
)

 ( 97,705
)

 Intangible asset, net

 2,001,113

 2,103,335

 For
the years ended December 31, 2023 and 2022, $ 42,906 and $ 46,039 amortization of land use rights were capitalized under CIP, respectively.

 Note
6 – Borrowings

 On
November 30, 2020, RLSP entered a one-year bank loan of $ 2,298,851 (RMB 15 million) with Fenghua Chunhu branch, Agricultural Bank of
China Co., Ltd. with the annual interest rate of 4.7 %. The collateral pledged for the loan was the land use right with appraisal value
of $ 5.44 million (approximately RMB 35.2 million). RLSP repaid RMB 2 million and renewed $ 2,017,005 (RMB 13 million) loan on November
30, 2021 with one -year term. The loan was fully paid back on November 2022.

 On
April 30, 2021, RLSP borrowed $ 774,401 (RMB 5 million) short-term loan from an unrelated entity guaranteed by an individual person. The
loan has a monthly interest rate of 1 % with the due date on June 15, 2021. Pursuant to the loan agreement, the interest rate will increase
to 2% monthly if RLSP is in default of loan terms and the lender may further obtain 5% of RLSP's ownership. On November 10, 2021,
RLSP extended the maturity date of the loan till April 30, 2022 with the other loan terms remain the same and the two parties have verbally
agreed to extend the due date to December 31, 2023. As of December 31, 2023 and 2022, the loan balances were $ 267,689 (RMB 1.9 million)
and $ 275,474 (RMB 1.9 million), respectively.

 On
September 1, 2021, RLSP borrowed $ 154,832 (RMB 1 million)
short-term loan from an unrelated individual. The loan has an annual interest rate of 13 %
with due date on August
31, 2022. RLSP has had several round
financing transactions with the individual since then. As of December 31, 2023 and 2022, the individual loan balances were $ 67,627 (RMB 0.48 million)
and $$ 98,591 (RMB 0.68 million),
respectively. RMB 480,000 out of $ 67,627 loan
balance has no maturity date. The Company may repay the loan anytime and no interest further on.

 On
September 1, 2021, RLSP borrowed $ 247,732
(RMB 1.6
million) short-term loan from an officer of RLSP. The loan has an annual interest rate of 8 %
with due date on August
31, 2022. RLSP borrowed $ 152,359
and $ Nil
during 2023 and 2022, and repaid $ 28,263
and $ 69,256
back during 2023 and 2022, respectively. As of December 31, 2023 and 2022, the loan balances were $ 183,881
(RMB 1.3
million) and $ 61,909
(RMB 0.43
million), respectively. The loan term was extended to December
31, 2023 on March 11, 2023 and the officer has waived loan interest since September 2022.

 F- 16

 On
November 30, 2021, RLSP borrowed $ 314,857 (RMB 2 million) mortgage loan from Zhejiang Yongyin Financial leasing Co., Ltd, a subsidiary
of Ningbo Fenghua Rural Commercial Bank Co., Ltd, pledged with machinery and equipment RLSP purchased and fully paid with the market
value of approximately RMB 2.3 million. The loan has a two-year term with due date on November 19, 2023. The loan balances were $ 288,348 and $ 135,357 as of December 31, 2023 and 2022, respectively.

 On
March 2022, RLSP borrowed $ 20,901 personal loans from two employees and $ 10,451 was repaid in April 2022. As of December 31, 2022, the
outstanding loan balance was $ 10,149. The loans bear no interest and are due on demand. The loan was fully paid back on March 2023.

 On
November 18, 2022, RLSP entered a one-year bank loan of $ 1,884,823
(RMB 13
million) with Fenghua Chunhu branch, Bank of Ningbo, with the annual interest rate of 4.5 %.
The collateral pledged for the loan was the land use right with appraisal value of $ 3.44
million (approximately RMB 23.69
million). The loan was extended to September 30, 2023 on September
22, 2023. On September 21, 2023 RLSP entered a three-month bank loan of $ 1,837,092
(RMB$ 13
million) with the same bank branch and fully paid back before December 31, 2023. On December 25, 2023, RLSP borrowed $ 1,837,092 (RMB 13
million) with due date on December 31, 2023. The loan balances were $ 1,831,553 and 1,884,823
as of December 31, 2023 and 2022, respectively.

 On
September 14, 2023, RLSP borrowed $ 2,054,513
(RMB 15
million) a short-term loan from unrelated individual for temporarily fund shortage. The loan bears 2.5 %
monthly interest rate and has its maturity date of November
30, 2023. RLSP repaid back $ 1,780,578
(RMB 13
million out of RMB 15 million) during September 2023. There is no maturity date with balance of $ 281,777
(RMB 2
million) as of December 31, 2023. RLSP plans to payoff this loan in April 2024.

 On
October 20 and October 30, 2023, RLSP borrowed
$ 365,245
(RMB 2.6
million) and $ 353,287
(RMB 2.5
million) short-term loans with a monthly interest rate of 3 %
from an unrelated individual. The total loan balance was $ 718,532 (RMB 5.1
million) as of December 31, 2023. RLSP plans to payoff these loans in April 2024.

 Interest
expense primarily consists of the interest incurred on the bank loans, commercial & individual loans and minor bank service charges.
For years ended December 31, 2023 and 2022, the Company recorded the interest expense of $ 237,581 and $ 187,528, respectively.

 Note
7 – Related Party Transactions

 Purchase

 In
order to reduce the purchase cost and enhance the purchase power, the Company purchases the main raw materials from Yongliansen Import
and Export Trading Company ("Yongliansen") and Shanghai Haozong Rubber & Plastic Technology Co., Ltd. ("Shanghai
Haozong"), and also purchases equipment and rubber products under indirect supply model from Shanghai Huaxin Economic and Trade
Co., Ltd. ("Shanghai Huaxin") during the year ended December 31, 2023 and 2022. The Company's founder holds minor equity
interests of the three suppliers directly or indirectly and one of the Company directors, Mr. Jun Tong holds 30 % ownership of Shanghai
Haozong.

 For
the years ended December 31, 2023 and 2022, RLSP purchased raw materials from Yongliansen ("Vendor C") in the total amount
of $ 438,230 and $ 2,626,103, respectively. As of December 31, 2023 and 2022, RLSP advanced Yongliansen $ 219,734 and $ 10,353 respectively,
mainly for raw material purchases. On November 30, 2020, RLSP advanced RMB 15 million or $ 2,113,331 as a deposit (the "Deposit")
to Yongliansen in order to lock-down our premium customer position among all customers of Yongliansen and maintain a long-term business
relationship. The Deposit bears no interest and is due on demand. Due to less procurement of raw materials made from Yongliansen in 2022,
RLSP requested Yongliansen to refund the Deposit, and Yongliansen agreed to fully refund RLSP by December 31, 2022. On December 15, 2022,
RLSP and Yongliansen entered into a Payment Agreement, among which Yongliansen requested to extend the repayment date of the Deposit
to April 30 th, 2024, and RLSP has agreed to grant such extension request.

 F- 17

 For
the years ended December 31, 2023 and 2022, RLSP purchased $ 8,552,684 and $ 5,549,968 rubber products from Shanghai Haozong ("Vendor
A"), respectively. As of December 31, 2023 and 2022, $ 2,871,033 and $ 2,384,085 accounts payable due to Shanghai Haozong, respectively.

 For
the years ended December 31, 2023 and 2022, RLSP purchased $ Nil and $ 79,608 rubber products and equipment from Shanghai Huaxin ("Vendor
B"), respectively. As of December 31, 2023 and 2022, $ 4,364,105 and $ 5,135,351 payable were due to Shanghai Huaxin, respectively,
including $ Nil and $ 38,119 retainage payable, respectively.

 On
December 25, 2021, RLSP signed a Payment Extension Agreement with Shanghai Huaxin regarding outstanding account payable balance, which
was amended on August 14, 2022. Under the amended Payment Extension Agreement, RLSP and Shanghai Huaxin both agreed that the $ 6,835,124
 accounts payable as of June 30, 2022 shall be
paid based on the agreed-upon payment schedule, of which $ 746,480
 accounts payable should be paid before December
31, 2022. During the years ended December 31, 2023 and 2022, the Company has paid $$ 628,003 (RMB 4,440,000) and $ 1,626,379 (RMB 11,350,337), respectively. The remaining balance of $ 4,364,105
 shall be paid by the end of April 30, 2024 per the Payment Extension Agreement.

 Sales
under Indirect Supply Model

 In
order to stabilize customer relationships and maintain long-term orders, we authorized two related parties - Shanghai Xinsen ("Customer
B") and Hangzhou Xinsen ("Customer C") as our distributors. The Company's President, Ms. Xingxiu Hua, holds 90 %
ownership of Shanghai Xinsen and Shanghai Xinsen holds 70 % ownership of Hangzhou Xinsen, or Ms. Hua owns 63% ownership of Hangzhou Xinsen,
respectively. Effective on October 1, 2022, Ms. Hua reduced her ownership of Shanghai Xinsen from 90% to 15%, and so accordingly reduced
her indirect ownership of Hangzhou Xinsen from 63% to 10.5%. Xinsen Group is a rubber product trading expert with 20 years of experience
in the auto parts market, who charges 1% of the total sales amount before VAT tax as sales commission before September 30, 2022, and
subsequently 0.25% effective from October 1, 2022 after the renegotiation between RLSP and Xinsen Group. The sales commission incurred
in each period is recorded as part of selling expense of the Company.

 For
the years ended December 31, 2023 and 2022, RLSP had indirect sales through Shanghai Xinsen that were sold to two certified first-tier suppliers
of the Auto Manufacturers $ 8,593,998 and $ 5,388,728 respectively. As of December 31, 2023 and 2022, the accounts receivable due from
Shanghai Xinsen were $ 5,209,169 and $ 4,665,735 respectively. Since the end of 2021, Shanghai Xinsen received some payments from their
customers in the form of bank notes with expiration period between three to six months. However, RLSP does not accept bank notes as payments
and agreed to temporarily extend the payment terms to four months from two months after negotiated with Shanghai Xinsen. RLSP held advances
from Hangzhou Xinsen in the amounts of $ 18,378 and $ 18,912 as of December 31, 2023 and 2022, respectively.

 Others

 As
of December 31, 2023 and 2022, our CEO Mrs. Xingxiu Hua and CFO Mr. Hua Wang funded the Company and RLSP in the total amounts of
$ 2,684,029
and $ 2,524,366
for its daily operation, respectively. The payable amounts bear no interest rate and due on demand. During the years ended December
31, 2023 and 2022, the Company contributed $ 125,000
and $ 2,055,415
capital, respectively, to RLSP and reduced the unpaid registered capital of RLSP to $ 17,772,925 (RMB 126 million) in China.
The cash payments were approved by Agricultural Bank of China, Fenghua Branch, which is authorized by the State Administration
of Foreign Exchange (the "SAFE").

 F- 18

 Note
8 – Shareholders' Equity

 RLSP
was established on July 8, 2019 with registered capital of $ 20 million. As of December 31, 2023 and 2022, $ 125,000 and $ 2,684,029 cash
has been transferred from the Company to RLSP as capital contribution, respectively.

 From
May to July 2023, the Company issued 133,000
shares of common stocks at $ 3.00
per share pursuant to the private placements with ten individuals for cash. The total $ 399,000
subscriptions were fully received as of December 31, 2023. The Company relied upon Regulation S of the Securities Act of 1933, as
amended, for the sale of these securities. No commissions were paid regarding the share issuance and the share certificates were
issued with a Rule 144 restrictive legend.

 Note
9 - Commitment and contingencies

 On
February 7, 2021, the landlord of the factory leased by RLSP filed a lawsuit against RLSP for default on lease payment pursuant to the
lease agreement entered on November 11, 2019. The case was settled under the court mediation and a civil settlement was issued on April
20, 2021, pursuant to which, RLSP should pay the total unpaid balance of $ 46,454 (approximately RMB 300,000) along with interest calculated
with 24 % annum for around five months period. RLSP agreed to make the remaining two lease payments on time. $ 58,855 (RMB 380,000) was
made to the landlord through the court in April 2021, including unpaid lease payments, interest and attorney fee.

 RLSP
extended the lease agreement multiple times with the landlord with the final extension to January 14, 2024 with a monthly lease
amount of RMB 429,000 (or approximately
$ 61,638), payable by quarter. According to
the supplementary lease agreement, RLSP has an early-termination right by providing the landlord with a 90-day written notice of intent
to vacate. RLSP exercised this early-termination right by submitting a notice on April 30th, 2023, and subsequently vacated the leased
factory on August 15th, 2023. As a result, the factory lease agreement was terminated as of August 15th, 2023.

 F- 19

 On
July 5, 2022, Guangzhou FuRuiDe Metal Processing Machinery Manufacturing Co., Ltd. ("GFMP") and RLSP entered into a settlement
agreement regarding a dispute about the molds GFMP produced and RLSP purchased. GFMP manufactured five pair of molds for RLSP for the total purchase
amount of RMB 200,000 (approximately USD $ 31,000), whereas RLSP prepaid RMB 30,000 (approximately USD $ 5,000) as deposit in October 2019.
RLSP claims that the molds are defective which led to higher product defectives rate and RLSP has removed the models from production
since then. As a result, RLSP disputed the remaining unpaid purchase amount (i.e. RMB 170,000). According to the mediation letter entered
by both parties on July 5, 2022, GFMP and RLSP agreed to settld the remaining unpaid balance in RMB 131,850
(approximately $ 20,000). The settlement amount has been paid on August 1, 2022 through court enforcement of Ningbo City.

 Note
10 - Income Taxes

 The
Company, RLI is a Nevada company and subject to the United States federal income tax at a tax rate of 21 %. The Company's subsidiary,
RLSP, is incorporated in the PRC and are subject to PRC's Enterprise Income Tax. Pursuant to the PRC Income Tax Laws, Enterprise
Income Taxes ("EIT") is generally imposed at 25 %.

 For
the years ended December 31, 2023 and 2022, the provision for income taxes was $ 16,067 and $ 11,029, respectively. As of December 31,
2023 and December 31, 2022, the income tax payables were $ 192,518 and $ 237,670, respectively.

 The
table below summarizes the difference between the U.S. statutory federal tax rate and the Company's effective tax rate for the
years ended December 31, 2023 and 2022:

of Federal Effective Tax Rate

 2023

 2022

 Years Ended December 31,

 2023

 2022

 U.S. federal income tax rate

 21.0
 %

 21.0
 %

 Tax rate difference

 4.0
 %

 4.0
 %

 Nontaxable items

 -
 %

 -
 %

 GILTI tax

 -
 %

 -
 %

 Others

 ( 1.2
)%

 ( 30.0
)%

 Valuation allowance

 ( 25.0
)%

 6.6
 %

 Effective tax rate

 ( 1.2
)%

 1.4
 %

 For
U.S. income tax purposes, the Company has no cumulative undistributed earnings of foreign subsidiary as of December 31, 2023 after acquired
RLSP on May 27, 2021. Accordingly, no provision has been made for U.S. deferred taxes related to future repatriation of these earnings,
nor is it practicable to estimate the amount of income taxes that would have to be provided if we concluded that such earnings will be
remitted to the U.S. in the future.

 In
addition, the 2017 Tax Act also creates a new requirement that certain income (i.e., Global Intangible Low-Taxed Income ("GILTI"))
earned by controlled foreign corporations ("CFCs") must be included currently in the gross income of the CFCs' U.S.
shareholder. GILTI is the excess of the shareholder's net CFC tested income over the net deemed tangible income return, which is
currently defined as the excess of (1) 10 percent of the aggregate of the U.S. shareholder's pro rata share of the qualified business
asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into
account in the determination of net CFC-tested income. The Company has elected to recognize the tax on GILTI as a period expense in the
period the tax is incurred. For the years ended December 31, 2023 and 2022, no GILTI tax expense was incurred.

 ASC
740 requires recognition and measurement of uncertain income tax positions using a "more-likely-than-not" approach. The management
evaluated the Company's tax positions and considered that no provision for uncertainty in income taxes was necessary as of December
31, 2023.

 F- 20

 Note
11 - Segment Reporting

 We
realize revenue primarily through the sale of synthetic rubber, rubber compound, car window seals, auto parts with two sales channels.
The Company managed and reviewed its business as two operating and reporting segments: direct supply and indirect supply models.

 The
business line distribution of the Company's information as of and for the years ended December 31, 2023 and 2022, as following:

of Business Line Distribution

 2023

 2022

 For the years ended December 31

 2023

 2022

 Revenue:

 $
 1,280,555

 $

 8,709,595

 5,388,728

 Total

 Revenue

 Gross profit:

 %

 %

 ( 4
)%

 ( 6
)%

 Total

 ( 4
)%

 %

 Gross profit

 ( 4
)%

 %

 Income(loss) from operations:

 ( 145,276
)

 1,702,897

 ( 450,600
)

 ( 1,030,836
)

 Corporate

 ( 557,333
)

 ( 159,332
)

 Income(loss) from operations

 ( 557,333
)

 ( 159,332
)

 Net income(loss) before tax

 ( 374,144
)

 1,496,210

 ( 450,600
)

 ( 568,468
)

 Corporate

 ( 557,333
)

 ( 159,332
)

 Net income(loss)

 ( 557,333
)

 ( 159,332
)

 2023

 2022

 Reportable assets

 $
 10,930,729

 $
 14,066,203

 6,837,818

 4,665,735

 Corporate

 2,069,222

 22,938

 Total

 19,837,769

 18,754,876

 All
long-term assets are managed under direct supply model by the chief operating decision maker.

 Note
12 - Subsequent Events

 The
Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange
Commission. Based on our evaluation, no other event has occurred requiring adjustment or disclosure, except the following:

 On March 1, 2024, RLSP filed a complaint against Ningbo
Rongsen in the Ningbo Intermediate People's Court of China, challenging the overvalued construction costs of our newly constructed
factory. On March 5, 2024, RLSP received a notification from Ningbo Fenghua District People's Court that the construction project
contract dispute case of RLSP vs. Ningbo Rongsen has been filed. The case number is (2024) Zhejiang 0213 Civil Litigation No. 1737.

 On August 5, 2022, RLSP and Ningbo Rongsen signed
a Construction Engineering Contract, with an agreed project cost of US $ 4,931,105 (RMB 35 million). The project was completed on October
25, 2023, and subsequently audited by Ningbo Zhongxin Engineering Management Co., Ltd., which initially appraised the project at US $ 6,519,991
(RMB 46,277,593). Based on this appraisal, RLSP signed a Settlement Payment Agreement with Ningbo Rongsen on January 7, 2024, setting
the final settlement price at US $ 7,171,990 (RMB 50,905,352).

 However, a significant discrepancy emerged following
a second evaluation by Kexin United Engineering Consulting Co., Ltd., which determined the project cost to be US $ 5,221,922 (RMB 37,064,159),
indicating a discrepancy of 26.32% compared to the price in the Settlement Payment Agreement. Citing a major misunderstanding influenced
by the initial overvaluation, RLSP seeks legal action to revoke the Settlement Payment Agreement, in accordance with Article 147 of the
Civil Code of the People's Republic of China, which allows for the revocation under significant misunderstanding.

 Our management maintains confidence in our legal
standing and is actively pursuing a resolution that will be beneficial to us. As legal proceedings are subject to inherent uncertainties,
we cannot predict the outcome of this matter at the time of filing this Annual Report.

 On March 25, 2024, Ningbo National High-Tech District branch of Industrial
and Commercial Bank of China agreed to extend a credit line of RMB 56 million to RLSP for a term of two years. The credit is secured by
the Company's property located at Qixing Road, Weng'ao Industrial Zone, Chunhu Subdistrict, Fenghua District, Ningbo, Zhejiang,
China.

 F- 21

 Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports
filed with the SEC, such as this Annual Report, is recorded, processed, summarized and reported within the time periods specified by
the SEC. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to
our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.

 The
evaluation of our disclosure controls by our principal executive officer included a review of the controls' objectives and design,
the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including
our Chief Executive Officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any.
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject
to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

 As
of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation
of our management, including our Chief Executive Officer and President and Chief Financial Officer, of the effectiveness of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this
Annual Report. Based on that evaluation, our Chief Executive Officer and President and Chief Financial Officer have concluded that there
were significant deficiency in our internal controls over Financial reporting as of December 31, 2023 and they were therefore not as
effective as they could be to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. The material
weakness in our controls and procedure were lack of GAAP knowledge and segregation duties. Management does not believe that any of these
material weaknesses materially affected the results and accuracy of its consolidated financial statements. However, in view of this discovery
of such weaknesses, management has begun a review to improve them.

 MANAGEMENT'S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance
with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to
provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and
the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles,
and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the
Internal Control - Integrated Framework that was issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).

 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. Management identified a lack of segregation of duties.

 Management's
assessment of the effectiveness of the small business issuer's internal control over financial reporting is as of the year ended
December 31, 2023. We believe that internal controls over financial reporting as set forth above shows material weaknesses and are not
effective. We have identified material weaknesses considering the nature and extent of our current operations and any risks or errors
in financial reporting under current operations.

 This
Annual Report does not include an attestation report of the company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting
firm pursuant to rules of the SEC that permit the Company to provide only management's report in this annual report.

 Subsequent
to the end of the period covered by this Annual Report and in light of the weakness described above, management is in the process of
designing and implementing improvements in its internal control over financial reporting and we currently plan tom hire an independent
third-party consultant to assist in identifying and determining the appropriate accounting procedures and controls to implement.

 There
was no change in our internal control over financial reporting that occurred during the fourth quarter of 2023 that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information.

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 The
following table sets forth the names and ages of our current directors and executive officers, their principal offices and positions
and the date such person became one of our directors or executive officers. Our executive officers are elected annually by the Board.
The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their
death, resignation or removal by the Board.

 The
following table sets forth information regarding the members of our Board and our executive officers:

 Name

 Age

 Position

 Year
 Commenced

 Hua

 President,
 Chief Executive Officer & Chairperson of the Board

 2021

 Hua
 Wang

 Chief
 Financial Officer, Secretary and Director

 2021

 Jun
 Tong

 2021

 Jiangwei
 Yan

 2023

 Wei
 Xu

 2023

 Rong
 Yu

 2023

 Yifeng
 Xu

 2023

 Executive
Officers and Directors

Hua has been our President, Chief Executive Officer and Chairperson since we were incorporated in May 2021. Ms. Hua founded Rubber
Leaf Sealing Products (Zhejiang) Co., Ltd. (China), our wholly owned subsidiary in July 2019. Ms. Hua was the Chief Executive Officer
of Rubber Leaf Enterprises Inc. from 2011 to 2018. She achieved the main goals of leading the team to develop new customers in the rubber
raw material industry and to establish research and quality laboratory and cooperate with UBC University in Vancouver. Ms. Hua also served
as the Chief Executive Officer of Huaxin Economic and Trade Co., Ltd. from 1998 to 2012. She independently accounted for the general
agent of ExxonMobile rubber division in Greater China and lead the team to develop customers which occupied 50% of Chinese ethylene propylene
diene terpolymer market. We believe that Ms. Hua is well qualified to serve as the Chairperson given her product development experience
in the rubber raw material industry.

 Hua
Wang has been our Chief Financial Officer, Secretary and Director since we were incorporated in May 2021. Mr. Wang has served
as the General Manager of Rubber Leaf Sealing Products (Zhejiang) Co., Ltd. (China), our wholly owned subsidiary since July 2019. His
job responsibilities include working with management to achieve the long-term business plan of the company and complete the company's
financial goals and dock with local banks to complete the cooperation between the company and banks. Mr. Hua Wang served as the Second
Assistant to the Chief Executive Officer of Rubber Leaf Enterprises Inc. from 2011 to 2018. He was mainly in charge of coordinating different
business arrangements for different departments among the global departments in the company and being involved in the auto manufacturer
qualification process with the technical department in China. Mr. Wang received his Bachelor of Arts, Economics degree from University
of British Columbia in 2016. We believe that Mr. Hua is well qualified to serve as a Director given his product development experience
in the automotive industry.

 Jun
Tong has been a Director since we were incorporated in May 2021. Mr. Tong serves as our Chief Marketing Officer and Chief Technical
Officer at present, where his main job responsibilities include leading the research and development team to develop new product strategies
for organizations, especially high value specialty rubber, plasterers, specialty polymers and plastics TSR/TPV/TPO compounds formulations
and production process, focusing on sustainable industry with long term investment return, especially in the auto industry industry,
with the completion of 50 new products and 8000T/Y business volume. From September 2013 to October 2020, Mr. Tong served as CTO and R&D
Director at Shanghai Haozong Rubber and Plastic Technology Co., Ltd, where he developed several new formulas for mixed rubber compounds.
Mr. Tong served as the Global Automotive Market Development Manager, Greater China Area of Exxon-Mobile Chemical (Shanghai) Co., Ltd.
from December 2010 to July 2013. He also worked as the Global Specialty Polymer Technology Manager, Greater China and Korea of Exxon-Mobile
Chemical Asia Pacific R&D Co., Ltd from April 2000 to September 2010. Mr. Tong received his Bachelor's degree in Polymer Chemical
Engineering from Hefei University of Technology in 1991 and his EMBA degree from the University of Taxas in 2010. We believe that Mr.
Tong is well qualified to serve as a Director given his product development experience.

 Jiangwei
Yan has been a Director since November 2023. Mr. Yan is retired and is an expert in the rubber compounding industry, having worked
in this field for over 45 years. He has served as the Technical Director of Compounding Rubber at Anhui Zhongding Co., Ltd., a company
listed on the A-shares market in China, from January 2019 to June 2022, where he was responsible for overseeing the production of compounding
rubber, quality control and the development of new formulations to reduce production costs. His expertise includes the development of
new materials and formulas for compounding rubber, innovations in production processes and extensive experience in managing the rubber
compounding department. We believe Mr. Yan is well qualified to serve as a Director given his extensive experience in the rubber raw
material industry.

 Wei
Xu has been a Director since November 2023. Mr. Xu is a highly experienced automotive rubber and plastic sealing products technical
director with a Bachelor's degree from Beihang University. His extensive career, primarily at Shanghai Rongnan Technology Co.,
Ltd. from August 2019 until now, showcased significant progression, evolving from Deputy General Manager to Technical Director in the
R&D Center, where he is responsible for the development of complete vehicle sealing strips, research and development of strategic
company products and technical communication with customers. In addition, his expertise covers technical management, product design and
process technology, along with strong leadership abilities demonstrated by managing multiple departments and overseeing company-wide
operations at Shanghai Hongyang Sealing Components Co., Ltd. from December 2012 to April 2016. We believe Mr. Xu is well qualified to
serve as a Director given his extensive experience in technical management, product design and process technology.

 Rong
Yu has been a Director since November 2023. Mrs. Yu is a retired experienced accountant in China. She obtained her Intermediate
Accounting Qualification Certificate in China in 1995 and is proficient in industrial and trade company accounting. She earned her CPA
certificate in 2000 and served as an auditor at Lixin Accounting Firm in China for 10 years after 2002, accumulating extensive audit
experience, where she participated in the audits of many large Chinese enterprises and publicly listed companies. From January 2018 to
September 2020, she served as Senior Accountant at Shanghai Huafu Chemical Co., Ltd.. We believe Mrs. Yu is well qualified to serve as
a Director given her extensive experience in accounting.

 Yifeng
Xu has been a Director since November 2023. Mr. Xu currently has held the position of General Manager at Ningbo Dingkun Commercial
Trade Group since May 2017, where he oversees all operation and business expansion with local authorities. Mr. Xu has approximately 20
years of experience in commercial trade activities in Ningbo, where he has established deep connections with local trade associations.
He has brought numerous business and trade opportunities to the area, introduced several large enterprises, and enhanced commercial exchange
activities, demonstrating his extensive experience in local business and trade. We believe Mr. Xu is well qualified to serve as a Director
given his extensive experience in local business and trade.

 Code
of Ethics

 Our
Board has adopted a written code of business conduct and ethics ("Code") that applies to our directors, officers and employees,
including our principal executive officer, principal financial officer and principal accounting officer or controller or persons performing
similar functions. We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard
to any amendments to, or waivers from, any provision of the Code.

 Board
Leadership Structure and Risk Oversight

 Our
Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly
discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The
risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board
to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk,
including operations, finance, legal, regulatory, cybersecurity, strategic and reputational risk.

 Board
of Directors

 Our
Board consists of seven members. Our business and affairs are managed under the direction of our Board.

 Term
of office

 All
officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors
have been duly elected and qualified or until removed from office in accordance with our Bylaws. There are no agreements with respect
to the election of Directors. We have not compensated our Directors for service on our Board, any committee thereof, or reimbursed for
expenses incurred for attendance at meetings of our Board and/or any committee of our Board. Officers are appointed annually by our Board
and each executive officer serves at the discretion of our Board. Our Board may in the future determine to pay directors' fees
and reimburse directors for expenses related to their activities.

 None
of our officers and/or directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings
or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five
(5) years.

Independence

 Our
Board is composed of a majority of "independent directors" as defined under the rules of Nasdaq. We use the definition of
" independence " applied by Nasdaq to make this determination. Nasdaq Listing Rule 5605(a)(2) provides that an " independent
director " is a person other than an officer or employee of the company or any other individual having a relationship which,
in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
The Nasdaq listing rules provide that a director cannot be considered independent if:

 the
 director is, or at any time during the past three (3) years was, an employee of the company;

 the
 director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of
 twelve (12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions,
 including, among other things, compensation for board or board committee service);

 the
 director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to
 which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed
 5% of the recipient's consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions);

 the
 director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three
 (3) years, any of the executive officers of the company served on the compensation committee of such other entity; or

 the
 director or a family member of the director is a current partner of the company's outside auditor, or at any time during the
 past three (3) years was a partner or employee of the company's outside auditor, and who worked on the company's audit.

 Under
such definitions, our Board has undertaken a review of the independence of each director. Based on information provided by each director
concerning his or her background, employment and affiliations, our Board has determined that Jiangwei Yan, Wei Xu, Rong Yu and Yifeng
Xu are independent directors of the Company. Our common stock is not currently quoted or listed on any national exchange or interdealer
quotation system with a requirement that a majority of our Board be independent and, therefore, we currently are not subject to any director
independence requirements; however, in order to follow good corporate governance practices, our Board is currently composed of a majority
of independent directors.

 Committees
of the Board of Directors

 Our
Board has three standing committees: (i) an audit committee (the "Audit Committee"); (ii) a compensation committee (the "Compensation
Committee"); and (iii) a nominating and corporate governance committee (the "Nominating and Corporate Governance Committee").
Our Board has not yet adopted procedures by which stockholders may recommend nominees to the Board. The composition and responsibilities
of each of the committees of our Board are described below. Members serve on these committees until their resignation or until as otherwise
determined by our Board.

 Audit
Committee

 Our
Audit Committee consists of Rong Yu, Jiangwei Yan and Wei Xu, each of whom is an independent director and Rong Yu is an "audit
committee financial expert," as defined in Item 407(d)(5)(ii) of Regulation S-K under the Securities Act. Rong Yu is Chair of the
Audit Committee. Our Board adopted an Audit Committee Charter on November 17, 2023. The Audit Committee's duties, which are specified
in our Audit Committee Charter, include, but are not limited to:

 reviewing
 and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board
 whether the audited financial statements should be included in our annual disclosure report;

 discussing
 with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation
 of our financial statements;

 discussing
 with management major risk assessment and risk management policies;

 monitoring
 the independence of the independent auditor;

 verifying
 the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible
 for reviewing the audit as required by law;

 reviewing
 and approving all related-party transactions;

 inquiring
 and discussing with management our compliance with applicable laws and regulations;

 pre-approving
 all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the
 services to be performed;

 appointing
 or replacing the independent auditor;

 determining
 the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and
 the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

 establishing
 procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls
 or reports which raise material issues regarding our financial statements or accounting policies; and

 approving
 reimbursement of expenses incurred by our management team in identifying potential target businesses.

 The
Audit Committee is be composed exclusively of "independent directors" who are "financially literate" as defined
under the Nasdaq listing standards. The Nasdaq listing standards define "financially literate" as being able to read and
understand fundamental financial statements, including a company's balance sheet, income statement and cash flow statement.

 In
addition, we intend to certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment
experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background
that results in the individual's financial sophistication.

 Compensation
Committee

 Our
Compensation Committee is composed exclusively of independent directors consisting of Jiangwei Yan, Rong Yu and Yifeng Xu. Each member
of the Compensation Committee is a non-employee director, as defined under Rule 16b-3 promulgated under the Exchange Act, and an outside
director, as defined pursuant to Section 162(m) of the Code. Jiangwei Yan is Chair of the Compensation Committee. Our Board adopted a
Compensation Committee Charter on November 17, 2023. The Compensation Committee's duties, which are specified in our Compensation
Committee Charter, include, but are not limited to:

 reviews,
 approves and determines, or makes recommendations to our Board regarding, the compensation of our executive officers;

 administers
 our equity compensation plans;

 reviews
 and approves, or makes recommendations to our Board, regarding incentive compensation and equity compensation plans; and

 establishes
 and reviews general policies relating to compensation and benefits of our employees.

 Nominating
and Corporate Governance Committee

 Our
Nominating and Corporate Governance Committee, which is composed exclusively of independent directors consisting of Wei Xu, Yifeng Xu
and Jiangwei Yan. Wei Xu is Chair of the Nominating and Corporate Governance Committee. Our Board adopted a Nominating and Corporate
Governance Committee Charter on November 17, 2023. The Nominating and Corporate Governance Committee's duties, which are specified
in our Nominating and Corporate Governance Audit Committee Charter, include, but are not limited to:

 identifying,
 reviewing and evaluating candidates to serve on our Board consistent with criteria approved by our Board;

 evaluating
 director performance on our Board and applicable committees of our Board and determining whether continued service on our Board is
 appropriate;

 evaluating
 nominations by stockholders of candidates for election to our Board; and

 corporate
 governance matters.

 Family
Relationships

Hua is Hua Wang's mother. Other than the foregoing, we currently do not have any of our officers or directors who are related to
each other.

 Board
Compensation

 We
have not compensated our Directors for service on our Board, any committee thereof, or reimbursed for expenses incurred for attendance
at meetings of our Board and/or any committee of our Board. Our Board may in the future determine to pay directors' fees and reimburse
directors for expenses related to their activities.

 Involvement
in Certain Legal Proceedings

 Except
as disclosed below, to our knowledge, none of our current directors or executive officers has, during the past ten (10) years:

 been
 convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor
 offenses);

 had
 any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business
 association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2)
 years prior to that time;

 been
 subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction
 or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement
 in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to
 be associated with persons engaged in any such activity;

 been
 found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated
 a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 been
 the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently
 reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged
 violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions
 or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,
 civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting
 mail or wire fraud or fraud in connection with any business entity; or

 been
 the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
 (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange
 Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons
 associated with a member.

 Meetings
of the Board of Directors

 During
our fiscal year ended December 31, 2023, the Board met from time to time informally and acted by written consent on numerous occasions.

 Indemnification
and Limitation on Liability of Directors

 The
Company's articles of incorporation and bylaws provide that, to the fullest extent permitted by the laws of the State of Nevada,
any officer or director of the Company, who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was
or has agreed to serve at the request of the Company as a director, officer, employee or agent of the Company, or while serving as a
director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee
or agent (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in
such capacity. For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation, claims for monetary
damages against Indemnitee to the fullest extent permitted under Section 78.7502 of the Nevada Revised Statutes as in existence on the
date hereof.

 The
indemnification provided shall be from and against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the indemnitee or on the indemnitee's behalf in connection with such action, suit or proceeding
and any appeal therefrom, but shall only be provided if the indemnitee acted in good faith and in a manner the indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action, suit or proceeding,
had no reasonable cause to believe the indemnitee's conduct was unlawful.

 At
present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification
will be required or permitted. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors,
officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 Item
11. Executive Compensation

 The
Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal years ended
December 31, 2023 and 2022. Other than as set forth herein, no executive officer's salary and bonus exceeded $100,000 in any of
the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options
granted and certain other compensation, if any, whether paid or deferred.

 Summary
Compensation Table

 Name and principal position

 December 31 st

 Salary ($)

 Stock

 Compensation ($)

 Total ($)

 Xingxiu Hua, President, Chief Executive Officer and Director

 2023

 $
 16,730

 $
 -

 $
 16,730

 2022

 $
 18,196

 $
 -

 $
 18,196

 Hua Wang, Chief Financial Officer, Secretary and Director

 2023

 $
 25,095

 $
 -

 $
 25,095

 2022

 $
 27,294

 $
 -

 $
 27,294

 Equity
Awards

 We
did not grant any equity awards to our officers or directors for the fiscal year ended December 31, 2023 and there are no option awards
or stock awards outstanding at December 31, 2023.

 Employment
Agreements

 We
do not have any employment or consulting agreements with our officers or directors.

 Stock
Incentive Plan

 Overview

 On
September 6, 2021, the Board and majority stockholder adopted the Rubber Leaf Inc 2021 Equity Incentive Plan (the "Plan").
The Plan provides for the grant of the following types of stock awards: (i) incentive stock options, (ii) nonstatutory stock options,
(iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards and (vi) other stock awards. The Plan
is intended to help us secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum
efforts for our success and any of our affiliates and provide a means by which the eligible recipients may benefit from increases in
value of the common stock. The Board reserved 5,000,000 shares of common stock issuable upon the grant of awards under the Plan. As of
the date of this Annual Report a total of 95,900 shares of common stock have been issued to our employees and one director under the
Plan.

 Grants

 5,000,000
shares of common stock of the Company were initially reserved and issuable under the 2021 Plan, of which 95,900 shares of common stock
were issued to our employees and directors under the 2021 Plan. The 95,900 shares of common stock issued were fully vested as of the
grant date and were not issued pursuant to exercise of any options.

 Plan
Administration

 The
2021 Plan may be administered by the Board or by a stock option or the Compensation Committee. The Compensation Committee shall consist
of not less than two directors of the Company and shall be appointed from time to time by the Board. Each member of the Compensation
Committee shall be (i) a "non-employee director" within the meaning of Rule 16b-3 of the Exchange Act, and (ii) shall be
an "outside director" within the meaning of Section 162(m) under the Code and the regulations promulgated thereunder. The
Compensation Committee shall have complete authority to award incentives under the 2021 Plan, to interpret the 2021 Plan and to make
any other determination which it believes necessary and advisable for the proper administration of the 2021 Plan. The Compensation Committee's
decisions and matters relating to the 2021 Plan shall be final and conclusive on the Company and its participants. If at any time there
is no stock option or compensation committee, the term "Compensation Committee", as used in the 2021 Plan, shall refer to
the Board.

 Eligibility

 Officers
of the Company, employees of the Company or its subsidiaries, members of the Board and consultants or other independent contractors who
provide services to the Company or its subsidiaries shall be eligible to receive incentives under the 2021 Plan when designated by the
Compensation Committee. Participants may be designated individually or by groups or categories (for example, by pay grade) as the Compensation
Committee deems appropriate. Participation by officers of the Company or its subsidiaries and any performance objectives relating to
such officers must be approved by the Compensation Committee. Participation by others and any performance objectives relating to others
may be approved by groups or categories (for example, by pay grade) and authority to designate participants who are not officers and
to set or modify such targets may be delegated. Participation is entirely at the discretion of the Compensation Committee and is not
automatically continued after an initial period of participation.

 Stock
Options

 A
stock option is a right to purchase shares of Common Stock from the Company at a specified price. Each stock option granted by the Committee
shall be subject to terms and conditions under the 2021 Plan.

 Stock
Appreciation Rights

 Stock
Appreciation Rights ("SAR") is a right to receive, without payment to the Company, a number of shares of Common Stock, cash
or any combination thereof, the amount of which is determined pursuant to the formula set forth in the 2021 Plan. A tandem SAR may be
granted (a) with respect to any nonqualified stock option granted under the 2021 Plan, concurrently with the grant of such stock option
(as to all or any portion of the shares of Common Stock subject to the nonqualified stock option), or (b) alone, without reference to
any related stock option (a non-tandem SAR).

 Stock
Awards and Restricted Stock

 A
stock award consists of the transfer by the Company to a participant of shares of Common Stock, without other payment therefor, as additional
compensation for services to the Company. A share of restricted stock consists of shares of Common Stock which are sold or transferred
by the Company to a participant at a price determined by the Compensation Committee (which price shall be at least equal to the minimum
price required by applicable law for the issuance of a share of Common Stock) and subject to restrictions on their sale or other transfer
by the participant. The transfer of Common Stock pursuant to stock awards and the transfer and sale of restricted stock shall be subject
to the following terms and conditions:

 Number
 of Shares. The number of shares to be transferred or sold by the Company to a participant pursuant to a stock award or as restricted
 stock shall be determined by the Compensation Committee.

 Sale
 Price. The Compensation Committee shall determine the price, if any, at which shares of restricted stock shall be sold to a participant,
 which may vary from time to time and among participants and which may be below the fair market value of such shares of Common Stock
 at the date of sale.

 Restrictions.
 All shares of restricted stock transferred or sold pursuant to the 2021 Plan shall be subject to such restrictions as the Compensation
 Committee may determine, including, without limitation any or all of the following:

 (a)

 a
 prohibition against the sale, transfer, pledge or other encumbrance of the shares of restricted stock, such prohibition to lapse
 at such time or times as the Compensation Committee shall determine (whether in annual or more frequent installments, at the time
 of the death, disability or retirement of the holder of such shares, or otherwise);

 (b)

 a
 requirement that the holder of shares of restricted stock forfeit, or (in the case of shares sold to a participant) resell back to
 the Company at his or her cost, all or a part of such shares in the event of termination of his or her employment or consulting engagement
 during any period in which such shares are subject to restrictions;

 (c)

 such
 other conditions or restrictions as the Compensation Committee may deem advisable.

 Escrow.
 In order to enforce the restrictions imposed by the Compensation Committee pursuant to above Restrictions, the participant receiving
 restricted stock shall enter into an agreement with the Company setting forth the conditions of the grant. Shares of restricted stock
 shall be registered in the name of the participant and deposited, together with a stock power endorsed in blank, with the Company.
 Each such certificate shall bear a legend in substantially the following legend:

 "The
 transferability of this certificate and the shares of Common Stock represented by it are subject to the terms and conditions (including
 conditions of forfeiture) contained in the 2021 Plan, and an agreement entered into between the registered owner and the Company.
 A copy of the 2021 Plan and the agreement is on file in the office of the Secretary of the Company."

 End
 of Restrictions. Subject to the 2021 Plan, at the end of any time period during which the shares of restricted stock are subject
 to forfeiture and restrictions on transfer, such shares will be delivered free of all restrictions to the participant or to the participant's
 legal representative, beneficiary or heir.

 Stockholder.
 Subject to the terms and conditions of the 2021 Plan, each participant receiving restricted stock shall have all the rights of a
 stockholder with respect to shares of stock during any period in which such shares are subject to forfeiture and restrictions on
 transfer, including without limitation, the right to vote such shares. Dividends paid in cash or property other than Common Stock
 with respect to shares of restricted stock shall be paid to the participant currently.

 Performance

 A
performance share consists of an award which shall be paid in shares of Common Stock. The grant of performance share shall be subject
to such terms and conditions as the Compensation Committee deems appropriate under the 2021 Plan.

 Certain
Adjustments

 In
the event of any recapitalization, stock dividend, stock split, combination of shares or other change in the Common Stock, the number
of shares of Common Stock then subject to the 2021 Plan, including shares subject to restrictions, options or achievements of performance
shares, shall be adjusted in proportion to the change in outstanding shares of Common Stock. In the event of any such adjustments, the
purchase price of any option, the performance objectives of any incentive, and the shares of Common Stock issuable pursuant to any incentive
shall be adjusted as and to the extent appropriate, in the discretion of the Compensation Committee, to provide participants with the
same relative rights before and after such adjustment.

 Sale,
Merger, Exchange or Liquidation

 Unless
otherwise provided in the agreement for an incentive, in the event of an acquisition of the Company through the sale of substantially
all of the Company's assets or through a merger, exchange, reorganization or liquidation of the Company or a similar event as determined
by the Compensation Committee (collectively, a "transaction" when used in this "Stock Incentive Plan" section),
the Compensation Committee shall be authorized, in its sole discretion, to take any and all action it deems equitable under the circumstances,
including but not limited to any one or more of the following:

 (i)

 providing
 that the 2021 Plan and all incentives shall terminate and the holders of (i) all outstanding vested options shall receive, in lieu
 of any shares of Common Stock they would be entitled to receive under such options, such stock, securities or assets, including cash,
 as would have been paid to such participants if their options had been exercised and such participant had received Common Stock immediately
 prior to such transaction (with appropriate adjustment for the exercise price, if any), (ii) performance shares and/or SARs that
 entitle the participant to receive Common Stock shall receive, in lieu of any shares of Common Stock each participant was entitled
 to receive as of the date of the transaction pursuant to the terms of such incentive, if any, such stock, securities or assets, including
 cash, as would have been paid to such participant if such Common Stock had been issued to and held by the participant immediately
 prior to such transaction and (iii) any incentive under this Agreement which does not entitle the participant to receive Common Stock
 shall be equitably treated as determined by the Compensation Committee.

 (ii)

 providing
 that participants holding outstanding vested Common Stock based Incentives shall receive, with respect to each share of Common Stock
 issuable pursuant to such Incentives as of the effective date of any such transaction, at the determination of the Compensation Committee,
 cash, securities or other property, or any combination thereof, in an amount equal to the excess, if any, of the fair market value
 of such Common Stock on a date within ten days prior to the effective date of such transaction over the option price or other amount
 owed by a participant, if any, and that such incentives shall be canceled, including the cancellation without consideration of all
 options that have an exercise price below the per share value of the consideration received by the Company in the transaction.

 (iii)

 providing
 that the 2021 Plan (or replacement plan) shall continue with respect to incentives not canceled or terminated as of the effective
 date of such transaction and provide to participants holding such incentives the right to earn their respective incentives on a substantially
 equivalent basis (taking into account the transaction and the number of shares or other equity issued by such successor entity) with
 respect to the equity of the entity succeeding the Company by reason of such transaction.

 (iv)

 providing
 that all unvested, unearned or restricted incentives, including but not limited to restricted stock for which restrictions have not
 lapsed as of the effective date of such transaction, shall be void and deemed terminated, or, in the alternative, for the acceleration
 or waiver of any vesting, earning or restrictions on any incentive.

 Change
in Control

 Upon
a Change in Control, as defined in paragraph (i) and (ii) below, any stock option or restricted stock award granted to any participant
under the 2021 Plan that would have become vested upon continued employment by the participant shall immediately vest in full and become
exercisable, notwithstanding any provision to the contrary of such award, and notwithstanding the discretion of the Compensation Committee
pursuant to the above subsection "Sale, Merger, Exchange or Liquidation."

 For
purposes of this Section, "Change in Control" means:

 (i)

 The
 acquisition by any person, entity or "group", within the meaning of Section 13(d) (3) or 14(d) (2) of the Exchange Act
 (excluding, for this purpose, (A) the Company, or (B) any employee benefit plan of the Company or its subsidiaries which acquires
 beneficial ownership of voting securities of the Company) of 50% or more of either the then outstanding shares of common stock or
 the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of
 directors; or

 (ii)

 Approval
 by the stockholders of the Company of (A) a reorganization, merger or consolidation, in each case, with respect to which persons
 who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter,
 own more than 50% of the combined voting power of the reorganized, merged or consolidated company's then outstanding voting
 securities entitled to vote generally in the election of directors of the reorganized, merged or consolidated company, or (B) a liquidation
 or dissolution of the Company or (C) the sale of all or substantially all of the assets of the Company.

 Amendment
and Termination

 The
Board may amend or discontinue the 2021 Plan or any participant's incentive agreement at any time. However, no such amendment or
discontinuance shall adversely change or impair, without the consent of the recipient, an incentive previously granted. Further, no such
amendment shall, without approval of the shareholders of the Company, (a) increase the maximum number of shares of Common Stock which
may be issued to all participants under the 2021 Plan, (b) change or expand the types of Incentives that may be granted under the 2021
Plan, (c) change the class of persons eligible to receive Incentives under the 2021 Plan or (d) materially increase the benefits accruing
to participants under the 2021 Plan.

 Employee
Pension, Profit Sharing or other Retirement Plans

 We
do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans
in the future.

Compensation

 The
following table provides information regarding the total compensation that was earned by or paid to each person who served as our directors
during the year ended December 31, 2023. Ms. Xingxiu Hua and Mr. Hua Wang are not included in the table below as their compensation information
are provided in the "Summary Compensation Table" above.

 Name

 Fees earned or paid in cash($)

 Stock awards($)

 Option awards($)

 Non-equity incentive plan compensation($)

 Nonqualified deferred compensation earnings($)

 All other compensation($)

 Total($)

 Jun Tong

 -

 -

 -

 -

 -

 -

 -

 Jiangwei Yan

 -

 -

 -

 -

 -

 -

 -

 Wei Xu

 -

 -

 -

 -

 -

 -

 -

 Rong Yu

 -

 -

 -

 -

 -

 -

 -

 Yifeng Xu

 -

 -

 -

 -

 -

 -

 -

 Item
12. Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters

 The
following table sets forth information as of March 26, 2024 regarding the beneficial ownership of the Company's common stock by each
of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent
of the common stock after giving effect to any exercise of warrants or options held by that person. Unless otherwise specified, the address
of each of the persons set forth below is in care of the Company, at the address of Qixing Road, Weng'ao Industrial Zone, Chunhu
Subdistrict, Fenghua District Ningbo, Zhejiang, China.

 Name of Beneficial Owner

 Position

 Amount of Shares Beneficial Owned

 Percent of

 class (1)

 Xingxiu Hua

 President, Chief Executive Officer and Chairperson

 36,272,184

 88.23
 %

 Hua Wang

 Chief Financial Officer, Secretary and Director

 2,578,510

 6.27
 %

 Jun Tong

 Chief Marketing Officer, Chief Technology Officer, Director

 60,000

 *

 Jiangwei Yan

 -

 -

 Wei Xu

 -

 -

 Rong Yu

 -

 -

 Officers and Directors as a Group (total of 7 persons)

 38,910,694

 94.5

 %

 *

 Less
 than 1%

 (1)

 Based
 upon 41,109,458 shares outstanding as of March 26, 2024.

 (2)

 Under
 the Company's 2021 Equity Incentive Plan, the Board has issued 60,000 common shares of the Company to Mr. Jun Tong on September
 28, 2021.

 Equity
Plan Information

 See
Part II, Item 5 " Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities "
of this Annual Report.

 Changes
in Control

 There
are no arrangements, to our knowledge, including any pledge by any person of securities of the Company, the operation of which may at
a subsequent date result in a change in control of the Company.

 Policies
and Practices for Granting Certain Equity Awards

 Our
policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities
laws and to maintain the integrity of our executive compensation program. The Compensation Committee is responsible for the timing and
terms of equity awards to executives and other eligible employees.

 The
timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement
of pre-established performance targets, market conditions and internal milestones. The Company does not follow a predetermined schedule
for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company's strategic
objectives and to ensure the competitiveness of our compensation packages.

 In
determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information
to ensure that such grants are made in compliance with applicable laws and regulations. The Board's or the Compensation Committee's
procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight
by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

 The
Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that
is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive
compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards
of corporate governance and continue to serve the best interests of the Company and its shareholders.

 Item
13. Certain Relationships and Related Transactions

 Purchase

 In
order to reduce the purchase cost and enhance the purchase power, the Company purchases the main raw materials from
Yongliansen Import and Export Trading Company ("Yongliansen") and Shanghai Haozong Rubber & Plastic Technology Co.,
Ltd. ("Shanghai Haozong"), and also purchases equipment and rubber products under indirect supply model from Shanghai
Huaxin Economic and Trade Co., Ltd. ("Shanghai Huaxin") during the year ended December 31, 2023 and 2022. The Company's founder holds minor equity interests of the three suppliers directly or indirectly and one of the Company
directors, Mr. Jun Tong holds 30% ownership of Shanghai Haozong.

 For
the years ended December 31, 2023 and 2022, RLSP purchased raw materials from Yongliansen ("Vendor C") in the total amount
of $438,230 and $2,626,103, respectively. As of December 31, 2023 and 2022, RLSP advanced Yongliansen $219,734 and $10,353 respectively,
mainly for raw material purchases. On November 30, 2020, RLSP advanced RMB 15 million or $2,113,331 as a deposit (the "Deposit")
to Yongliansen in order to lock-down our premium customer position among all customers of Yongliansen and maintain a long-term business
relationship. The Deposit bears no interest and is due on demand. Due to less procurement of raw materials made from Yongliansen in 2022,
RLSP requested Yongliansen to refund the Deposit, and Yongliansen agreed to fully refund RLSP by December 31, 2022. On December 15, 2022,
RLSP and Yongliansen entered into a Payment Agreement, among which Yongliansen requested to extend the repayment date of the Deposit
to April 30th, 2024, and RLSP has agreed to grant such extension request.

 For
the years ended December 31, 2023 and 2022, RLSP purchased $8,552,684 and $5,549,968 rubber products from Shanghai Haozong ("Vendor
A"), respectively. As of December 31, 2023 and 2022, $2,871,033 and $2,384,085 accounts payable due to Shanghai Haozong, respectively.

 For
the years ended December 31, 2023 and 2022, RLSP purchased $Nil and $79,608 rubber products and equipment from Shanghai Huaxin ("Vendor
B"), respectively. As of December 31, 2023 and 2022, $4,364,105 and $5,135,351 payable were due to Shanghai Huaxin, respectively,
including $Nil and $38,119 retainage payable, respectively.

 On
December 25, 2021, RLSP signed a Payment Extension Agreement with Shanghai Huaxin regarding outstanding account payable balance,
which was amended on August 14, 2022. Under the amended Payment Extension Agreement, RLSP and Shanghai Huaxin both agreed that the
$6,835,124 accounts payable as of June 30, 2022 shall be paid based on the agreed-upon payment schedule, of which $746,480 accounts
payable should be paid before December 31, 2022. During the years ended December 31, 2023 and 2022, the Company has paid
$$628,003 (RMB4,440,000) and $1,626,379 (RMB 11,350,337), respectively. The remaining balance of $4,364,105 shall be paid by the end
of April 30, 2024 per the Payment Extension Agreement.

 Sales
under Indirect Supply Model

 In
order to stabilize customer relationships and maintain long-term orders, we authorized two related parties - Shanghai Xinsen ("Customer
B") and Hangzhou Xinsen ("Customer C") as our distributors. The Company's President, Ms. Xingxiu Hua, holds 90%
ownership of Shanghai Xinsen and Shanghai Xinsen holds 70% ownership of Hangzhou Xinsen, or Ms. Hua owns 63% ownership of Hangzhou Xinsen,
respectively. Effective on October 1, 2022, Ms. Hua reduced her ownership of Shanghai Xinsen from 90% to 15%, and so accordingly reduced
her indirect ownership of Hangzhou Xinsen from 63% to 10.5%. Xinsen Group is a rubber product trading expert with 20 years of experience
in the auto parts market, who charges 1% of the total sales amount before VAT tax as sales commission before September 30, 2022, and
subsequently 0.25% effective from October 1, 2022 after the renegotiation between RLSP and Xinsen Group. The sales commission incurred
in each period is recorded as part of selling expense of the Company.

 For
the years ended December 31, 2023 and 2022, RLSP had indirect sales through Shanghai Xinsen that were sold to two certified first-tier suppliers
of the Auto Manufacturers $8,593,998 and $5,388,728 respectively. As of December 31, 2023 and 2022, the accounts receivable due from
Shanghai Xinsen were $5,209,169 and $4,665,735 respectively. Since the end of 2021, Shanghai Xinsen received some payments from their
customers in the form of bank notes with expiration period between three to six months. However, RLSP does not accept bank notes as payments
and agreed to temporarily extend the payment terms to four months from two months after negotiated with Shanghai Xinsen. RLSP held advances
from Hangzhou Xinsen in the amounts of $18,378 and $18,912 as of December 31, 2023 and 2022, respectively.

 Others

 As of December 31, 2023 and 2022, our CEO Mrs. Xingxiu
Hua and CFO Mr. Hua Wang funded the Company and RLSP in the total amounts of $2,684,029 and $2,524,366 for its daily operation, respectively.
The payable amounts bear no interest rate and due on demand. During the years ended December 31, 2023 and 2022, the Company contributed
$125,000 and $2,055,415 capital, respectively, to RLSP and reduced the unpaid registered capital of RLSP to $17,772,925 (RMB126 million)
in China. The cash payments were approved by Agricultural Bank of China, Fenghua Branch, which is authorized by the State Administration
of Foreign Exchange (the "SAFE").

 Item
14. Principal Accountant Fees and Services.

 The
following table shows the fees that were billed for audit and other services provided by Simon & Edward, LLP, our independent auditors,
for the fiscal year ended December 31, 2023 and 2022, respectively:

 Year ended December 31,

 2023

 2022

 Audit Fees

 $
 57,500

 $
 57,500

 Audit-Related Fees

 $
 -

 $
 -

 Tax Fees

 $
 3,000

 $
 3,000

 All Other Fees

 $
 -

 $
 -

 Audit
fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements. All other
fees relate to professional services rendered in connection with the review of the quarterly financial statements.

 Pre-Approval
Policy

 Our
Board as a whole pre-approves all services provided by Simon & Edward, LLP. For any non-audit or non-audit related services, the
Board must conclude that such services are compatible with the independence as our auditors. Our Audit Committee approved all services
that our independent accountants provided to us in the past two fiscal years.

 PART
IV

 Item
15. Exhibits; Financial Statement Schedules.

 The
following documents are filed as part of this Annual Report:

 1.

 Financial
 Statements: The following Financial Statements and Supplementary Data of Rubber Leaf Inc and the Report of Independent Registered
 Public Accounting Firm included in Part II, Item 8:

 Consolidated Balance Sheets at December 31, 2023 and 2022;

 Consolidated Statements of Operations and Other Comprehensive Income for the years ended December 31, 2023 and 2022;

 Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2023 and 2022;

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022; and

 Notes to Financial Statements.

 2.

 Exhibits:

 Exhibit
 No.

 Description

 3.1+

 Certificate of Incorporation, as filed with the Nevada Secretary of State on May 18, 2021

 3.2+

 Bylaws of The Registrant

 4.1**

 Description of Registrant's Securities

 10.1+

 Share Exchange Agreement between the Company and Xingxiu Hua dated May 27, 2021

 10.2

 Material Purchase Contract with Shanghai Haozong Rubber & Plastic Technology Co., Ltd.

 10.3

 Material Sales Contract with Shanghai Xinsen Import and Export Co., Ltd.

 10.4

 Rubber Leaf Inc 2021 Equity Incentive Plan

 14.1**

 Code of Ethics

 21.1

 List of Subsidiaries of the Registrant

 24.1**

 Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)

 31.1*

 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1***

 Certification of Chief Executive Officer and President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 99.1

 Audit Committee Charter

 99.2

 Compensation Committee Charter

 99.3

 Nominating and Corporate Governance Committee Charter

 Interactive
 Data Files

 101.INS

 Instance Document

 101.SCH

 Schema Document

 101.CAL

 Calculation Linkbase Document

 101.DEF

 Definition Linkbase Document

 101.LAB

 Label Linkbase Document

 101.PRE

 Presentation Linkbase Document

 Cover

 +
Incorporated by reference to the Registration Statement on Form S-1 of the Company as filed with the SEC on November 15, 2021.

Incorporated by reference to the Registration Statement on Form S-1 of the Company as filed with the SEC on February 23, 2024.

Compensatory plan.

 *
Filed herewith.

 **
Previously filed.

 ***
Furnished herewith and not to be incorporated by reference into any filing of Rubber Leaf Inc under the Securities Act or the Exchange
Act whether made before or after the date of this Annual Report.

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on A pril 15, 2024.

 By:

 /s/
 Xingxiu Hua

 Hua, Chief Executive Officer

 Name

 Position

 Date

 /s/
 Xingxiu Hua

 Chief
 Executive Officer, President and Chairperson of the Board of Directors

 April

 Hua

 (Principal
 Executive Officer)

 /s/
 Hua Wang

 Chief
 Financial Officer, Secretary and Director

 April

 Hua
 Wang

 (Principal
 Financial and Accounting Officer)

 /s/
 Jun Tong

 April

 Jun
 Tong

 /s/
 Jiangwei Yan

 April

 Jiangwei
 Yan

 /s/
 Wei Xu

 April

 Wei
 Xu

 /s/
 Rong Yu

 April

 Rong
 Yu

 /s/
 Yifeng Xu

 April

 Yifeng
 Xu