STATES
SECURITIES AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM 10-K

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

 For
the fiscal year ended September 30, 2023

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

 For
the transition period from ___________ to ___________

 Commission
File No. 001-34864

 GREEN

 (Exact
Name of Registrant as Specified in its Charter)

 Florida

 33-0961490

 (State or Other Jurisdiction
 of Incorporation)

 (I.R.S. Employer
 Identification Number)

Xinghan Road, 19th Floor, Hanzhong City

 Shaanxi
Province, PRC 723000

 (Address
of principal executive offices) (zip code)

 Registrant's
phone number, including area code

 + (86)091-62622612

 Yuhuai
Luo

 Chief
Executive Officer

Xinghan Road, 19th Floor, Hanzhong City

 Shaanxi
Province, PRC 723000

 (Registrant's
telephone number, including area code)

 Securities
registered under Section 12(b) of the Exchange Act:

 Title of each class registered:

 Trading Symbol

 Name of each exchange on which registered:

 Common Stock, par value $0.001

 GGE

 Nasdaq Capital Market

 Securities
registered under Section 12(g) of the Exchange Act: None

by check mark if the 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 every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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
and 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
included 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 Act). Yes No

 The aggregate
market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the closing price of
the registrant's common stock on March 31, 2023, the last business day of the Company's second fiscal quarter, as
reported by the Nasdaq Capital Market on that date, was $ 158 million. This calculation does not reflect a determination
that certain persons are affiliates of the registrant for any other purpose.

 As of December 27, 2023, there were 113,534,447 shares of Common Stock, par value $0.001 per share, outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 FORM 10-K

 For the Fiscal Year
Ended September 30, 2023

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved
 Staff Comments

 Item 2.

 Properties

 Item 3.

 Legal
 Proceedings

 Item 4.

 Mine Safety
 Disclosure

 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 Operations

 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

 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.

 Exhibits
 and Financial Statement Schedules

 Item 16.

 Form 10-K
 Summary

 SIGNATURES

 i

 FORWARD-LOOKING STATEMENTS

 This annual report on
Form 10-K (the "Report") and other reports (collectively the "Filings") filed by the registrant from time
to time with the Securities and Exchange Commission (the "SEC") contain or may contain forward looking statements and information
that are based upon beliefs of, and information currently available to, the registrant's management as well as estimates and assumptions
made by the registrant's management. When used in the filings the words "anticipate," "believe," "estimate,"
"expect," "future," "intend," "plan" or the negative of these terms and similar expressions
as they relate to the registrant or the registrant's management identify forward looking statements. Such statements reflect the
current view of the registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including
the risks contained in the section of this Report entitled "Risk Factors") relating to the registrant's industry, the
registrant's operations and results of operations and any businesses that may be acquired by the registrant. Should one or more
of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.

 Although the registrant
believes that the expectations reflected in the forward looking statements are reasonable, the registrant cannot guarantee future results,
levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States,
the registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. The following
discussion should be read in conjunction with the registrant's financial statements and the related notes thereto included in this
Report.

 In this Report, "we,"
"our," "us," "Green Giant Inc. or the "Company" sometimes refers collectively to Green Giant
Inc. and its subsidiaries and affiliated companies.

 ii

 ITEM 1. BUSINESS

 Our
Organization

 Green Giant Inc. (formerly
China HGS Real Estate Inc., the "Company" or "GGE," "we", "our", "us"), is
a corporation organized under the laws of the State of Florida.

 China HGS Investment
Inc. is a Delaware corporation and owns 100% of the equity interest in Shaanxi HGS Management and Consulting Co., Ltd. ("Shaanxi
HGS"), a wholly owned foreign entity incorporated under the laws of the People's Republic of China ("PRC" or
"China").

 GGE does not conduct
any substantive operations of its own. Instead, through its subsidiary, Shaanxi HGS, it entered into certain exclusive contractual agreements
with Shaanxi Guangsha Investment and Development Group Co., Ltd. ("Guangsha"). Pursuant to these agreements, Shaanxi
HGS is obligated to absorb a majority of the risk of loss from Guangsha's activities and entitles Shaanxi HGS to receive a majority
of Guangsha's expected residual returns. In addition, Guangsha's shareholders have pledged their equity interest in Guangsha
to Shaanxi HGS, irrevocably granted Shaanxi HGS an exclusive option to purchase, to the extent permitted under PRC Law, all or part of
the equity interests in Guangsha and agreed to entrust all the rights to exercise their voting power to the person(s) appointed
by Shaanxi HGS.

 Our Company engages
in real estate development, primarily in the construction and sale of residential apartments, car parks and commercial properties.

 Guangsha was organized
in August 1995 as a limited liability company under the laws of the PRC. Guangsha is headquartered in the city of Hanzhong, Shaanxi
Province. Guangsha is engaged in developing large scale and high quality commercial and residential projects, including multi-layer apartment
buildings, sub-high-rise apartment buildings, high-rise apartment buildings, and office buildings.

 On November 29, 2021,
Green Giant Ltd. was incorporated in Delaware.

 Green Giant Energy Texas
Inc. was incorporated in Texas on October 3, 2022 which is a wholly owned subsidiary of Green Giant Ltd.

 Green Giant International
Limited (Hong Kong) was incorporated in Hong Kong on December 9, 2021 as a wholly owned subsidiary of Green Giant Ltd.

 Our
corporate structure as of September 30, 2023 is set forth below:

 Business Overview

 The Company currently
operates in two segments, the real estate development business and green energy business. The Company engages in real estate development
through the VIE, Guangsha, in mainland China, and is transitioning itself from its real estate development business to a new energy corporation.

 Currently, we are operating
in Hanzhong, a prefecture-level city in Shaanxi Province, and Yang County, a county in Hanzhong. Our management has been focused on expanding
our business in Tier 3 and Tier 4 cities and counties in China that we strategically select based on population and urbanization growth
rates, general economic conditions and growth rates, income and purchasing power of resident consumers, anticipated demand for private
residential properties, availability of future land supply and land prices, and governmental urban planning and development policies.
Initially, these Tier 3 and Tier 4 cities and counties will be located in the Shaanxi province, China. We utilize a standardized and
scalable model that emphasizes rapid asset turnover, efficient capital management and strict cost control. We plan to expand into strategically
selected Tier 3 and Tier 4 cities and counties with real estate development potential in Shaanxi Province, and expect to benefit from
rising demand for residential housing as a result of increasing income levels of consumers and growing populations in these cities and
counties due to urbanization.

 In September 2020, the
Company started land leveling and construction process for the Oriental Garden Phase II and Liangzhou Mansion real estate properties
in the Liangzhou Road related projects. The Company started the construction of the Liangzhou Road related projects, which consist of
residential buildings, office buildings and a commercial plaza, after the approval by the local government of the road. Upon completion,
the Liangzhou Road related projects will become a new city center of Hanzhong city.

 Since November 2022,
the Company started to explore the possibility of entering into the green energy sector in the U.S. As the usage of electric vehicles
and other battery-powered technologies surges, the demand for batteries correspondingly rises. This growth cycle presents both a challenge
and an opportunity when these batteries reach their end-of-life stage. Our solution to this challenge lies in our innovative battery recycling
process. We have been searching for a warehouse for our battery recycling production. During the recycling process, valuable metal such
as lithium, nickel, and cobalt are extracted from the used batteries. These metals are then converted into lead ingots and blocks. The
global market for these metals is dynamic, with prices fluctuating in response to the constantly changing supply and demand. We have started
the trading of metal, the end-product of battery recycling, in April 2023, to leverage the fluctuation in their prices. The Company recorded
$0.79 million revenue from the green energy segment for the fiscal year ended September 30, 2023.

 Furthermore,
the Company is planning to enter the medical industry through selling medical devices like vitro short-wave radiometer, high-pressure
syringe and related consumables. In the future, it also plans to sell high-end medical equipment including gamma knife and apparatus for
kidney.

 Green Energy and Battery Recycling Industry
Overview

 Since November 2022, the Company has been exploring
business opportunities in the green energy sector in the U.S. and has entered into this industry with a focus on the battery recycling
business. The global green energy and battery recycling industry is experiencing significant growth because of the global shift towards
sustainable energy and the increasing demand for electric vehicles (EVs).

 Green Energy Industry

 Renewable Energy Sources: This sector includes
solar, wind, hydroelectric, and geothermal power. The declining cost of technology, especially in solar and wind, has accelerated adoption.

 Energy Storage Solutions: With the variability
of renewable sources, energy storage systems, like lithium-ion batteries, play a crucial role in ensuring a steady energy supply.

 Government Policies and
Incentives: Many governments worldwide are promoting green energy through subsidies, tax incentives, and regulations to reduce carbon
emissions.

 Technological Innovations: Continuous advancements
in technology are making renewable energy more efficient and cost-effective.

 Battery Recycling
Industry

 Growing Demand for Battery Recycling: The
surge in EVs and portable electronics has led to a higher need for battery recycling to manage waste and recover valuable materials like
lithium, cobalt, and nickel.

 Technological Advancements in Recycling: Companies
are developing more efficient and environmentally friendly recycling methods, including hydrometallurgical processes and direct recycling.

 Regulatory Framework: Regulations concerning
battery disposal and recycling are becoming more stringent, encouraging the development of the recycling industry.

 Supply Chain Sustainability: Recycling is
seen as key to reducing the environmental impact of battery production and ensuring a sustainable supply of raw materials.

 Challenges and
Opportunities

 Supply Chain Issues: The reliance on specific
countries for raw materials poses risks. Recycling can help mitigate these risks by providing a more localized supply chain.

 Investment and Infrastructure: Significant
investment is needed to scale up renewable energy infrastructure and recycling facilities.

 Technological Challenges: Both industries
face challenges in improving efficiency, reducing costs, and minimizing environmental impacts.

 Future Outlook

 Integration of Renewable Energy and Storage:
As the penetration of renewable energy grows, the integration with efficient storage solutions will be crucial.

 Circular Economy in Batteries: Emphasizing
a circular economy where batteries are reused, repurposed, and recycled will become increasingly important.

 Overall, the green energy
and battery recycling industries are at the forefront of the global transition to a more sustainable and environmentally friendly energy
future.

 Real Estate Industry Overview

 During the volatile
real estate market, the Company has been capitalizing on its inherent strengths and market opportunities in Tier 3 and Tier 4 cities
and counties to deliver value for our shareholders. We feel confident and also competent to take on every challenge and grasp every opportunity
during market consolidation. We expect to provide rapid response to the market on the basis of our projected business plans together
with a flexible approach in seizing market opportunities; strict investment standards and prudent attitude towards investment opportunities,
and appropriate replenishment of quality land resources in existing regions to realize value within the Tier 3 and Tier 4 cities and
counties in Western China.

 According to China Galaxy Securities Research Report dated October
25, 2023, the sixth session of China's 14th National People's Congress Standing Committee voted and passed resolutions on incremental
issuance of treasury bonds by the state council and adjustment scheme of central government's 2023 budget. The central finance
will additionally issue 1 trillion treasury bonds of 2023 in the fourth quarter 2023, and all of the treasury bonds issued will be arranged
to local governments through transfer payments. This will generate impacts to economy in following aspects: to assist reconstruction
of disaster areas and economic resurgence, and will directly drive investment growth in local infrastructure, the directions concentrated
on drainage and flood control projects and farmland construction related to water conservancy engineering.

 According to CNR Cultural Media dated November 23, 2023, responsible
officer from the ministry of finance stated that according to plan of the State Council and related work arrangement, part
of increased 2024 debt limit of local governments was released in advance, to reasonably guarantee local financing need. The institutions
predicted that the limit approved in advance may exceed 2.7 trillion and may continue to tilt towards east region in good fiscal condition.
From the usage of special debit published by ministry of finance, fields of livelihood services, transportation infrastructure, infrastructure
for municipal administration and Industrial Park, agriculture, forestry, and water conservancy accounted for 64.9% 23.8% 6.0%
and 3.6% respectively.

 Company Positioning

 The Company is headquartered in Hanzhong
 in the southwestern part of the Shaanxi province, in the center of the Hanzhong Basin, on the Han River, near the Sichuan border.
 According to the China City Statistical Yearbook, Hanzhong had a population of about 3.8 million.

 Hanzhong
is a key transportation hub connecting China's Middle Economic zone and Western Economic Zone. The travel time from Xi'an,
the provincial capital of Shaanxi province, to Hanzhong takes less than 2 hours. The airport in Hanzhong was completed and put into service
in 2014. The airport handled approximately 650,000 passengers and 2,200 tons of cargo on annual basis. Xicheng, a high-speed railway
between Chengdu, the provincial capital of Sichuan province, and Xi'an with a major stop in Hanzhong was completed in 2017. It
takes 1.5 hours from Hanzhong to Xi'an and 2.5 hours from Hanzhong to Chengdu. According to urban big data platform, GuangJunTong,
the railway passenger's volume was around 44.65 million in 2022.

 According to Statistical Bulletin of National Economic and Social
Development Hanzhong City, Hanzhong's GDP reached RMB 190.55 billion (approximately $29.1 billion) by 2022 calendar year, representing
a 4.3% increase from 2021 calendar year. Resident's annual disposable income for 2022 calendar year was RMB38,776 (equivalent to
$5,917) representing a 4.5% increase as compared to 2021 calendar year.

 On
November 11, 2022 the People's Bank of China and the China Banking and Insurance Regulatory Commission issued "Yin Fa [2022]
No. 254 "Notice on Supporting the Stable and Healthy Development of the Real Estate Market" to support the stable and healthy
development of the real estate market. The details are as follows:

 A. Keeping real estate
financing stable and order

 1). Stabilize the issuance of real estate development loans.

 Adhere to the "two
unswerving", and treat all types of real estate enterprises such as state-owned and private enterprises equally. Encourage financial
institutions to focus on supporting the steady development of real estate enterprises with sound governance, focus on their main business
and good qualifications.

 Financial institutions
should reasonably distinguish the risks of project subsidiaries from the risks of group holding companies, and meet the reasonable financing
needs of real estate projects in accordance with the principle of marketization on the premise of ensuring the safety of creditor's
rights and the closed operation of funds. Support the project host bank and the syndicated loan model, strengthen the management of the
whole process of loan approval, issuance and recovery, and effectively ensure the safety of funds.

 2). Support the reasonable needs of individual housing loans.

 Reasonably determine
the down payment ratio of local personal housing loans and the lower limit of the loan interest rate policy to support rigid and improved
housing demand.

 Financial institutions
are encouraged to reasonably determine the specific down payment ratio and interest rate level for individual housing loans based on
the lower limit of urban policies in light of their own business conditions, customer risk status and credit conditions, etc.

 3). Stabilize the credit supply of construction enterprises.

 4). Support the reasonable extension of existing financing such as development loans and trust loans

 For real estate enterprise
development loans, trust loans and other existing financing, on the premise of ensuring the safety of creditor's rights, financial
institutions and real estate enterprises are encouraged to negotiate independently based on commercial principles, and actively support
through the extension of existing loans, adjustment of repayment arrangements, etc., to promote the completion of the project deliver.

 From the date of issuance
of the notice, those due within the next six months may be allowed to extend for one more year beyond the original regulations, and the
loan classification may not be adjusted, and the loan classification submitted to the credit reporting system should be consistent with
it.

 5). Keep bond stable,
and support high-quality real estate enterprises to issue bond. Promote professional credit enhancement agencies to provide credit
enhancement support for bond issuance of real estate enterprises with overall financial health and short-term difficulties.
Encourage bond issuers to communicate with holders in advance and make arrangements for borrowing bonds to redeem funds. If it is
really difficult to make payment on time, reasonable arrangements such as extension and replacement shall be made through
negotiation to proactively resolve risks.

 6). Maintain stable financing of asset management products such as trusts.

 B. Actively do a good
job in "delivery guarantee building" financial services

 7). Support development policy banks to provide special loans for "delivery guarantee building".

 Support China Development
Bank and Agricultural Development Bank in accordance with relevant policy arrangements and requirements. In accordance with the laws
and regulations, the special insurance payment for "delivery guarantee building" is issued to the borrowers who have been
reviewed and filed in an efficient and orderly manner, which is closed and dedicated. It is specially used to support the accelerated
construction and delivery of overdue and difficult-to-deliver residential projects that have been sold.

 8). Encourage financial institutions to provide supporting financing support.

 Encourage financial
institutions, especially the main financing commercial banks of the project personal housing loans or the syndicates they lead to form,
in accordance with the principles of marketization and the rule of law, to provide new supporting financing support for special loan
support projects, and promote the resolution of unfinished personal housing loan risks.

 For the sale of the
remaining value of goods, the project can be reviewed at the same time for special loans and new supporting financing, and the sales
of the remaining value of goods cannot cover both the special loan and the new supporting financing, but it has been clarified that the
new supporting financing and special financing The loan matching mechanism arranges and implements the project of the source of repayment,
and encourages financial institutions to actively provide new matching financing support under the premise of commercial voluntary.

 The subject of the newly
added supporting financing should be consistent with the subject of the implementation of the special loan-supported project. The existing
assets and liabilities of the project should be audited and evaluated by a qualified institution organized by the local government, and
an implementation plan of "one building one policy" has been formulated. Commercial banks with the "special loan supporting
financing" sub-section can be newly established under the real estate development loan for statistics and management. In principle,
the supporting financing should not exceed the period of the corresponding special loan. For a maximum period of no more than 3 years,
the project sales receipts shall be transferred to a special project account opened with the main financing commercial bank or other
commercial banks, and the special project account shall be jointly managed by the commercial bank that provides additional financing.
It is clearly stated that in accordance with the principle of "last-in, first-out", the sales receipts of the remaining value
of the project should be given priority to repay the newly-added supporting financing and special loans.

 For commercial banks,
in accordance with the requirements of this notice, within half a year from the date of issuance of this notice, the supporting financing
issued to special fund-supported projects shall not be reduced in risk classification during the loan period; The main body management
is not good for the newly issued supporting financing, and the relevant institutions and personnel have done their due diligence. Liability
is waived.

 C. Actively cooperate with trapped real estate enterprises to deal with the risk disposal

 9). Provide financial support for M&A of real estate projects.

 Encourage commercial
banks to carry out M&A loan business for real estate projects in a stable and orderly manner, and focus on supporting high-quality
real estate enterprises to merge and acquire projects of distressed real estate enterprises.

 Encourage financial
asset management companies and local asset management companies (hereinafter collectively referred to as asset management companies)
to use their experience and capabilities in non-performing asset management and risk management, and jointly negotiate risk resolution
models with local governments, commercial banks, and real estate companies, and promote accelerate asset disposal.

 10) Actively explore market-oriented support methods. For some projects that have entered judicial reorganization, financial institutions can assist in promoting project resumption and delivery by one enterprise and one policy according to the principles of independent decision-making, risk-taking, and self-responsibility for profits and losses.

 Encourage asset management
companies to participate in project disposal by acting as bankruptcy administrators, reorganization investors, etc., and support qualified
financial institutions to prudently explore the establishment of funds and other methods to resolve the risks of distressed real estate
enterprises in accordance with laws and regulations, and support project completion and delivery.

 D. Legally protect the
legitimate rights and interests of housing finance consumers

 11). Encourage independent negotiation and extension of principal and interest repayment in accordance with the law.

 For individuals who
have lost their source of income due to hospitalization or isolation due to the epidemic, or who have lost their income due to the closure
of business due to the epidemic, as well as personal housing loans due to changes or cancellations of housing purchase contracts, financial
institutions can follow the market-based approach. Based on the principle of rule of law, negotiate with the buyers independently, and
make adjustments such as postponement and extension.

 For malicious evasion
of financial debts, they will be dealt with in accordance with laws and regulations to maintain a good market order.

 12). Effectively protect the personal credit investigation rights of deferred loans.

 If the repayment arrangement
of the personal housing loan has been adjusted, the financial institution shall submit the credit record according to the new repayment
arrangement; if the judgment or ruling of the people's court determines that the adjustment should be made, the financial institution
shall adjust the credit record and submit it according to the effective judgment or ruling of the people's court which has been
reported to be adjusted.

 E. Phased adjustment
of some financial management policies

 13). Extending the transition period of the real estate loan concentration management policy.

 For banking financial
institutions that cannot meet the requirements of real estate loan concentration management as scheduled due to objective reasons such
as the epidemic, the transition period will be reasonably extended based on the actual situation and objective assessment.

 14). Periodically optimize the M&A financing policy for real estate projects.

 Relevant financial institutions
should make good use of the phased real estate financial management policies issued by the People's Bank of China and the China
Banking and Insurance Regulatory Commission, which are applicable to major commercial banks and national financial asset management companies,
and accelerate the marketization of real estate risks.

 F. Increase financial
support for housing leasing

 15). Optimize housing leasing credit services.

 16). Broaden diversified financing channels in the housing leasing market.

 Support housing rental
and sales enterprises to issue credit bonds and guaranteed bonds and other direct financing products, which are specially used for the
construction and operation of rental housing, and Gupin Commercial Bank issues financial bonds to support housing rental to raise funds
to increase housing rental development and construction loans and business operations. Loans were provided, and the pilot program of
real estate investment trusts (REITs) was steadily promoted.

 On
November 14, 2022 China Banking and Insurance Regulatory Commission, the Ministry of Housing and Urban-Rural Development and the Central
Bank issued the "Notice on the Relevant Work of Commercial Banks Issuing letters of Guarantee to Replace the Pre-sale Supervision
Funds" (the "Pre-sale Supervision Funds Notice"). Commercial banks' house related credit business is expected
to expand. The "Financial Support for Real Estate Notice" issued sixteen measures to generate power at both supply and demand
ends, it further clarifies the support policies for housing credit. Many policies have been implemented at the document system level
for the first time, or will push banks to increase their support for the real estate market. It is expected to modify the conservative
attitude of commercial banks to intervene in the development loan market and support the reasonable demand for individual housing loans.

 1)
 The
existing debt financing of real estate enterprises shall be reasonably extended. Reasonable extension arrangements will be made for the
existing financing such as real estate development loans and trust loans, with an additional extension of one year for those due in the
next six months, and the credit rating will not be downgraded or credit information will not be changed. The "Financial Support
for Real Estate Notice" is the first time to mention the support policy for trust loans, which may help banks to enhance the risk
appetite of house related businesses, especially private real estate enterprises.

 2)
 Extend
the transition period of the real estate concentration management policy arrangement. For the real estate concentration management requirements
of banking financial institutions established by the end of 2020 that cannot meet the standards as scheduled due to the epidemic and
other reasons, the transition period can be reasonably extended based on the actual situation through objective assessment. The phased
"relaxation" of management requirements will help banks to participate in the real estate credit market in a reasonable manner
based on the actual situation.

 3)
 Emphasis
on doing a good job to provide financial services for "delivery guarantee building". Supporting the State Development bank,
the Agricultural Development Bank and other institutions to provide special loans for real estate enterprises to "delivery guarantee
building" and providing supporting financing for special loans projects, will further resolve the risks of individual housing loans
that are not yet delivered.

 4)
 Add
exemption clause to relieve worries. If the participation in the newly issued supporting financing of the delivery guarantee building
is bad, the relevant institutions and personnel shall perform their duties and be exempted from liability, which will boost the initiative
of the relevant institutions to participate in such projects. With the introduction of the policy of replacing pre-sale supervision funds
with letters of guarantee, real estate enterprises are facing significate liquidity benefits. According to the "Notice on Pre-sale
Supervision Funds", high-quality real estate enterprises can apply to banks for a letter of guarantee to replace the pre-sale supervision
funds, which is a significant benefit to the short-term liquidity of real estate. According to the regulatory requirements, the replacement
funds of real estate enterprises are given priority to use for project construction and repayment of debts due. On the one hand, the
replacement funds can directly relieve the liquidity pressure of real estate enterprises and improve the cash flow of enterprises; On
the other hand, it is good for real estate enterprises to activate the pre-sale funds to complete the project delivery, promote the "delivery
guarantee building" in an orderly manner, strengthen the signal "stability maintenance" in the real estate market,
and promote the recovery of the sales side, so as to substantially improve the debt repayment ability of real estate enterprises, especially
private real estate enterprises, and the risks of banks involved in real estate can be mitigated.

 The upper limit of the
replacement quota and the term of the letter of guarantee are clearly stipulated, and the bank risk is guaranteed. According to the "Notice
on Pre-sale Supervision Funds", the replacement amount of the real estate enterprise shall not exceed 30% of the amount of funds
required to ensure the completion and delivery of the project in the supervision account. At the same time, the term of the letter of
guarantee shall be matched with the project construction period to ensure that the replacement funds are used for the project construction.
At the regulatory level, there are clear provisions on the quota for the replacement of real estate enterprises and the term of the letter
of guarantee, which not only improves the utilization efficiency of the use of pre-sale supervision funds, but also ensures the capital
safety to the greatest extent and reduces the credit risk of banks.

 The target market of
the Company is in Western China. The Company continues to focus on Tier 3 and Tier 4 cities and counties in acquiring sizable quality
land reserves at low cost in a flexible and diversified manner. There has been an increasing demand for high quality residential housing,
largely driven by the "Go West" policy and accelerated urbanization. Many buyers in Tier 3 and Tier 4 cities and counties
are first time home buyers. In order to mitigate default risk, the Company generally requires from its homebuyer customers a deposit
in the range of 30%-50% of the purchase price, which is higher than the percentage required by the government for the mortgage down payment.

 The Company received
the National Grade-I real-estate development qualification granted by the Ministry of Housing and Urban-Rural Development of the People's
Republic of China ("MOHURD") on October 12, 2011. The Company is not required to renew the National Grade-I
real-estate development qualification after it passed the initial qualification application set out by the MOHURD. The Grade-I real-estate
development qualification is the highest qualification for real-estate developers in China and requires meeting several strict criteria,
including:

 a.
 Registered capital of at least RMB 50 million (approximately
$7.3 million);

 b.
 At least five years of experience in real estate development
and operations;

 c.
 The completion of construction of a total over 300,000 square
meters. of ground floor area (GFA) within the last three years and, in the most recent year, developed real estate projects of at least
150,000 square meters; and

 d.
 The completed real estate projects have no quality issues in
each of the past five years; and an established, comprehensive quality control and guarantee system.

 Pre-Sales and Sales

 In the PRC, real estate
developers are allowed to begin to market properties before construction is completed. Like other developers, we pre-sell properties
prior to completion of construction. Under PRC pre-sales regulations, property developers must satisfy specific conditions before properties
under construction can be pre-sold. These mandatory conditions include:

 the
land premium must have been paid in full;

 the
land use rights certificate, the construction site planning permit, the construction work planning permit and the construction permit
must have been obtained;

 at
least 25% of the total project development cost must have been incurred;

 the
progress and the expected completion and delivery date of the construction must be fixed;

 the
pre-sale permit must have been obtained; and

 the
completion of certain milestones in the construction processes must be specified by the local government authorities.

 These mandatory conditions
are designed to require a certain level of capital expenditure and substantial progress in project construction before the commencement
of pre-sales. Generally, the local governments also require developers and property purchasers to have standard pre-sale contracts prepared
under the auspices of the government. Developers are required to file all pre-sale contracts with local land bureaus and real estate
administrations after entering into such contracts.

 After-Sale Services and Delivery

 We assist customers
in arranging for and providing information related to financing. We also assist our customers in various title registration procedures
related to their properties, and we have set up an ownership certificate team to assist purchasers to obtain their property ownership
certificates. We offer various communication channels to customers to facilitate customer feedback collection. We also cooperate with
property management companies that manage our properties and ancillary facilities, to handle customer feedback.

 We endeavor to deliver
the units to our customers on a timely basis. We closely monitor the progress of construction of our property projects and conduct pre-delivery
property inspections to ensure timely delivery. The time frame for delivery is set out in the sale and purchase agreements entered into
with our customers, and we are subject to penalty payments to the purchasers for any delay in delivery caused by us. The Company has
never incurred any delay penalties. Once a property development has been completed, has passed the requisite government inspections and
is ready for delivery, we will notify our customers and hand over keys and possession of the properties.

 Marketing and Distribution Channel

 We
maintain a marketing and sales force for our development projects, which at September 30, 2023 consisted of 43 employees
specializing in marketing and sales. We also train and use outside real estate
agents to market and increase the public awareness of our projects, and spread the acceptance and influence of our brand. However, our
marketing and sales are primarily conducted by our own sales force because we believe our own dedicated sales representatives are better
motivated to serve our customers as well as to control our property pricing and selling expenses.

 Our marketing and sales
team develops the appropriate advertising and selling plan for each project. We develop public awareness through marketing and advertising
as well as referrals from customers. We utilize a customer relationship management system to track customer profiles, which helps us
to forecast future customer requirements and general demand for our projects. This allows us to have real-time information on the status
of individual customer transactions as well as available inventory by project, which enables us to better anticipate the preferences
of current and future customers.

 We use various advertising
media to market our developments and enhance our brand name, including newspapers, magazines, television, radio, e-marketing and outdoor
billboards. We also participate in real estate exhibitions.

 We have also developed
a strong relationship with local institutional purchasers and governments. The Company has entered into various significant residential-apartment
group-purchase agreements with local government and institutional purchasers.

 A typical real estate
property sales transaction usually consists of three steps. First, the customer pays a deposit to the Company. Within a week, after paying
the deposit, the customer will sign a purchase contract with us and make a down payment to us in cash. After making the down payment,
the customer arranges for a mortgage loan for the balance of the purchase price. Once the loan is approved, the mortgage loan proceeds
are paid to us directly by the bank. Finally, we deliver the property to the customer. Legal title, as evidenced by a property ownership
certificate issued by local land and construction bureaus, will be delivered to the customer.

 For customers purchasing
properties with mortgage financing, under current PRC laws, their minimum down payment is 30% of the total purchase price for the purchase
of the first self-use residential unit with total GFA of 90 square meters (about 970 square feet) or more on all existing units and those
yet to be completed, and a down payment of 20% on the first residential units for self-use with total GFA of under 90 square meters.
In order to mitigate the default risk, the Company requires from its homebuyer customers deposits ranging from 30% - 50% of the purchase
price, which is higher than the percentage required by the government for the mortgage down payment.

 Like most real estate
companies in China, we generally provide guarantees to mortgagee banks in respect of the mortgage loans provided to the purchasers of
our properties up until completion of the registration of the mortgage with the relevant mortgage registration authorities. As of September
30, 2023, the Company had security deposits for these guarantees of approximately $2.6 million. Guarantees for mortgages on residential
properties are typically discharged when the individual property ownership certificates are issued. In our experience, the issuance of
the individual property ownership certificates typically takes six to twelve months, so our mortgage guarantees typically remain outstanding
for up to twelve months after we deliver the underlying property.

 Our Property Development Operations

 We have a systematic
and standardized process of project development, which we implement through several well-defined phases. One critically significant portion
of our process is the land acquisition process, which is segmented into three stages: (i) opportunity identification, (ii) initial
planning and budgeting, and (iii) land use rights acquisition. The following diagram sets forth the key stages of our property development
process.

 LAND
 ACQUISITION PROCESS

 Project

 planning and

 design

 Project

 construction

 and

 Management

 Pre-sale, sale

 and marketing

 After-sale

 and delivery

 Opportunity
 Identification

 Initial
 Planning

 Land
 Acquisition

 -Strategic
 planning

 -Feasibility
 study

 -Financial
 assessment

 -Outsource
 architectural and engineering design

 -Outsource

 construction

 -Pre-sale

 -Delivery

 -Geographic
 and market analysis

 - Preliminary design

 -Internal approval

 -Design
 management

 -Construction

 supervision

 -Marketing

 -Feedback
 collection

 -Project
 evaluation

 -Bidding
 process

 -Arrange
 financing

 -Quality
 control

 -Advertising

 -Completion
 inspection

 -Landscaping

 and fixture installation

 Our Projects

 Overview

 We develop the following
three types of real estate projects, which may be developed in one or more phases:

 multi-layer
apartment buildings, which are typically six stories or less;

 sub-high-rise
apartment buildings, which are typically seven to 11 stories; and

 high-rise
apartment buildings, which are typically 12 to 33 stories.

 At any one time, our
projects (or phases of our projects) are in one of the following three stages:

 completed
projects, meaning properties for which construction has been completed;

 properties
under construction, meaning properties for which construction permits have been obtained but construction has not been completed; and

 properties
under planning, meaning properties for which we have entered into land grant contracts and are in the process of obtaining the required
permits to begin construction.

 Our main projects located
in Hanzhong City are: Mingzhu Beiyuan, Oriental Pearl Garden and Liangzhou Road related projects. In Yang County, our project is
Yangzhou Pearl Garden and Yangzhou Palace. Most projects are being developed in multiple phases.

 Real Estate Projects located in Hanzhong
City

 Mingzhu Garden - Mingzhu Beiyuan

 This project is located in the southwest
 part of Hanzhong City. The Phase I project includes two high-rise residential buildings with commercial shops located on the first
 floor with unsold GFA of Nil square meters as of September 30, 2020. The Phase II Mingzhu Beiyuan project includes 17 high-rise
 residential buildings with GFA of 358,058 square meters. The Company started construction in the third quarter of fiscal 2012 and
 completed the construction in the last quarter of fiscal 2015. As of September 30, 2023, the unsold GFA was 78,677 square meters;
 un-allocated costs was $20,151,590.

 This project is located in the downtown of
 Hanzhong City. The Company started construction in the third quarter of fiscal 2012. It consists of 12 high-rise residential buildings
 with commercial shops on the first and second floors with GFA of approximately 275,014 square meters. The project was fully completed
 in fiscal 2016. As of September 30, 2023, the unsold GFA was 53,506 square meters; un-allocated costs was $16,989,637.

 Real Estate Projects located in Yang
County

 Yangzhou Pearl Garden

 Yangzhou Pearl Garden
mainly consists of multi-layer residential buildings and sub-high-rise residential buildings with commercial shops on the first floors.
As of September 30, 2021, the remaining unsold GFA of Phase I of Yangzhou Pearl Garden, which includes multi-layer residential buildings,
commercial units, sub-high-rise and high-rise residential buildings was a total GFA of Nil square meters. Yangzhou Pearl Garden Phase
II consists of five high-rise residential buildings and one multi-layer residential building, with a total GFA of 67,991 square meters.
The construction was completed in fiscal 2015. As of September 30, 2023, the unsold GFA of Yangzhou Pearl Garden Phase II was 10,455
square meters; un-allocated costs was $1,981,727.

 Yangzhou Palace

 The Company is currently
constructing 9 high-rise residential buildings and 16 sub-high-rise residential and multi-layer residential buildings with total GFA
of 297,059 square meters in Yangzhou Palace located in Yang County. The construction started in the fourth quarter of fiscal 2013 and
was completed during the year ended September 30, 2021. The Company received the pre-sale license on September 1, 2016 and started
to promote and sell the property in November 2016. As of September 30, 2023, the remaining unsold GFA of Yangzhou Palace, which
includes multi-layer residential buildings, commercial units, sub-high-rise and high-rise residential buildings was a total GFA of 86,541
square meters; un-allocated costs was $33,009,114.

 The following table
sets forth our real estate projects in the year ended September 30, 2023:

 Unsold

GFA as of

 GFA sold / disposed

 Project Name

 Location

 Type of Buildings

 during the year

 2023

 Mingzhu Garden

 (Mingzhu Beiyuan) Phase II

 Hanzhong City

 High-rise residential

 —

 78,677

 Hanzhong City

 High-rise residential

 —

 53,506

 Yangzhou Pearl Garden Phase II

 Yang County

 High-rise residential

 10,455

 Yangzhou Palace

 Yang County

 High-rise residential

 1,448

 86,541

 Total

 1,538

 229,179

 (1)
 The
amounts for "total GFA" in this table are the amounts of total saleable gross floor area and are derived on the following
basis:

 for
properties that are sold, the stated GFA is based on sales contracts relating to such property;

 for
unsold properties that are completed, the stated GFA is calculated based on the detailed construction blueprint and the calculation method
approved by the PRC government for saleable GFA, after necessary adjustments; and

 for
properties that are under planning, the stated GFA is based on the land grant contract and our internal projections.

 Suppliers

 Land Bank

 In China, the supply
of land is controlled by the government. Since the early 2000s, the real estate industry in China has been transitioning from an
arranged system controlled by the PRC government to a more market-oriented system. At present, although the Chinese government still
owns all urban land in China, land use rights with terms of up to 70 years can be granted to, owned or leased by, private individuals
and companies.

 Land - under planning
and development

 In
May 2011, the Company entered into a development agreement with the local government. Pursuant to the agreement, the Company will
prepay the development cost of approximately $16.4 million (RMB 119,700,000) and the Company has the right to acquire the land use rights
through public bidding. The prepaid development cost will be deducted from the final purchase price of the land use rights. As of September
30, 2023, a deposit of approximately $2.1 million was paid by the Company (2022- $2.2 million). The
local government is still in a slow process of re-zoning the property. The Company expects to make payment of the remaining development
cost based on the government's current work progress.

 All land transactions
are required to be reported to and authorized by the local Bureau of Land and Natural Resources. With respect to real estate project
design and construction services, the Company typically selects the lowest-cost provider based on quality selected through an open bidding
process. Such service providers are numerous in China and the Company foresees no difficulties in securing alternative sources of services
as needed.

 Other Suppliers

 The Company uses various
suppliers in the construction of its projects. For the year ended September 30, 2023 and 2022, no suppliers accounted for more than 10%
of the total project expenditures

 Competition

 Real Estate Development
Business

 The real estate industry
in China is highly competitive. In the Tier 3 and Tier 4 cities and counties that we focus on, the markets are relatively more fragmented
than in the Tier 1 or Tier 2 cities. We compete primarily with regional property developers and an increasing number of large national
property developers who have also started to enter these markets. Competitive factors include the geographical location of the projects,
the types of products offered, brand recognition, price, designing and quality. In the regional markets in which we operate, our major
competitors include regional real estate developers Wanbang Real Estate Development Co. Ltd. ("Wanbang"), Jingtai Real Estate
Development Co. Ltd. ("Jingtai") and Shaanxi Fenghui Real Estate Development Co. Ltd. ("Fenghui") as well as
other national real estate developers such as Evergrande Real Estate Group ("Evergrande") who have also started their projects
in these local markets.

 Nationally, there are
numerous national real estate developers that have real estate projects across China. There are many housing and land development companies
listed on the Shanghai and Shenzhen Stock Exchanges. However, such companies usually undertake large scale projects and are unlikely
to compete with the Company for business as the Company targets small to medium sized projects in Tier 3 and Tier 4 cities and counties.

 In the regional market,
the Company's only direct competitor with meaningful market share in the market is Wanbang. This company generally undertakes medium
and small scale projects and focuses on development of commercial real estate properties, such as hotels and shopping centers.

 New Energy Business

 Some prominent competitors in lithium battery
recycling sector include Contemporary Amperex Technology Co. Ltd. (CATL), Li-Cycle Corp, Redwood Materials, American Manganese Inc and
Retriev Technologies etc.

 CATL is a leading global player in the development
and manufacturing of lithium-ion batteries for electric vehicles (EVs) and energy storage systems. Headquartered in Ningde, Fujian, China,
CATL has rapidly grown to become one of the world's largest suppliers of EV batteries, boasting a significant market share. The company
is known for its strong focus on research and development, leading to advancements in battery technology, lifespan, and energy density.

 Li-Cycle Corp is based in Canada but with
significant operations in the U.S., Li-Cycle is known for its patented Spoke & Hub Technologies, which allow for the recovery of high-grade
materials from used lithium batteries.

 Redwood Materials was founded by a former
Tesla CTO, Redwood Materials is gaining attention for its advanced recycling processes and focus on creating a closed-loop supply chain
for battery materials.

 American Manganese Inc specializes in using
its patented process for recycling lithium-ion battery cathode materials.

 With over 30 years of experience, Retriev
Technologies (formerly Toxco Inc.) is a veteran in battery recycling, including lithium batteries.

 Competitive Strength:

 We believe the following
strengths allow us to compete effectively:

 Real Estate Development Business

 Well Positioned to
Capture Opportunities in Tier 3 and Tier 4 Cities and Counties.

 With the increase in
consumer disposable income and urbanization rates, a growing middle-income consumer market has emerged driving demand for affordable
and high quality housing in many cities across northwest China. We focus on building large communities of modern, mid-sized residential
properties for this market segment and have accumulated substantial knowledge and experience about the residential preferences and demands
of mid-income customers. We believe we can leverage our experience to capture the growth opportunities in the markets.

 Standardized and
Scalable Business Model.

 Our business model focuses
on a standardized property development process designed for rapid asset turnover. We break up the overall process into well-defined stages
and closely monitor costs and development schedules through each stage. These stages include (i) identifying land, (ii) pre-planning
and budgeting, (iii) land acquisition, (iv) detailed project design, (v) construction management, (vi) pre-sales,
sales and (vii) after-sale services. We commence pre-planning and budgeting prior to the land acquisition, which enables us to acquire
land at costs that meet our pre-set investment targeted returns and to quickly begin the development process upon acquisition. Our enterprise
resource planning enables us to collect and analyze information on a real-time basis throughout the entire property development process.
We utilize our customer relationship management system to track customer profiles and sales to forecast future individual preferences
and market demand.

 Experienced Management
Team Supported by Trained and Motivated Workforce.

 Our management and workforce
are well-trained and motivated. Employees receive on-going training in their areas of specialization at our head office in Hanzhong.

 Guangsha is also an
"AAA Enterprise in Shaanxi Construction Industry" as recognized by the Credit Association of Agricultural Bank of China,
Shaanxi Branch.

 Strategies

 Our goal is to become
the leading residential property developer focused on China's Tier 3 and Tier 4 cities and counties by implementing the following
strategies:

 Continue
Expanding in Selected Tier 3 and Tier 4 Cities. We believe that Tier 3 and Tier 4 cities and counties present development opportunities
that are well suited for our scalable business model of rapid asset turnover. Furthermore, Tier 3 and Tier 4 cities and counties currently
tend to be in an early stage of market maturity and have fewer large national developers. We believe that the fragmented market and relative
abundance of land supply in Tier 3 and Tier 4 cities, as compared to Tier 1 and Tier 2 cities, offer more opportunities for us to generate
attractive margins. And we also believe that our experience affords us the opportunity to emerge as a leading developer in these markets.
In the near future, we plan to enter into other Tier 3 and Tier 4 cities that have:

 Increasing
urbanization rates and population growth;

 High
economic growth and increasing individual income; and

 Sustainable
land supply for future developments.

 We plan to continue
to closely monitor our capital and cash positions and carefully manage our cost for land use rights, construction costs and operating
expenses. We believe that we will be able to use our working capital more efficiently by adhering to prudent cost management, which will
help to maintain our profit margins. When selecting a property project for development, we will continue to follow our established internal
evaluation process, including utilizing the analysis and input of our experienced management team and choosing third-party contractors
through a tender process open only to bids which meet our budgeted costs.

 Nevertheless, due to
the global economy slowdown and deteriorating real estate property market in mainland China, the Company is adjusting its property development
strategy from aggressive expansion to survive through this critical and challenging period as its priority.

 New
Energy Business

 The company has strategically
leveraged its resources by deploying experienced personnel from mainland China, renowned for its advanced and sophisticated lithium production
and recycling technology. This move not only ensures access to cutting-edge methodologies but also embeds a deep understanding of the
industry within the company's operational framework. Furthermore, the firm has assembled a senior management team, each member
handpicked for their extensive industry experience. This leadership is instrumental in steering the company's operations towards
efficiency and innovation, harnessing their collective expertise to navigate the complexities of the lithium production and recycling
sector. This combination of skilled manpower and seasoned leadership distinctly positions the company to excel in a competitive market.

 Quality Control

 We emphasize quality
control to ensure that our buildings and residential units meet our standards and provide high quality service. We select only experienced
design and construction companies. We, through our contracts with construction contractors, provide customers with warranties covering
the building structure and certain fittings and facilities of our property developments in accordance with the relevant regulations.
To ensure construction quality, our construction contracts contain quality warranties and penalty provisions for poor work quality. In
the event of delay or poor work quality, the contractor may be required to pay pre-agreed damages under our construction contracts. Our
construction contracts do not allow our contractors to subcontract or transfer their contractual arrangements with us to third parties.
We typically withhold 2% of the agreed construction fees for two to five years after completion of the construction as security to guarantee
quality, which provides us with assurance for our contractors' work quality.

 Our contractors are
also subject to our quality control procedures, including examination of materials and supplies, on-site inspection and production of
progress reports. We require our contractors to comply with relevant PRC laws and regulations, as well as our own standards and specifications.
We set up a profile for each and every unit constructed and monitor the quality of such unit throughout its construction period until
its delivery. We also employ independent surveyors to supervise the construction progress. In addition, the construction of real estate
projects is regularly inspected and supervised by the PRC governmental authorities.

 Environmental Matters

 As a developer of property
in the PRC, we are subject to various environmental laws and regulations set by the PRC national, provincial and municipal governments.
These include regulations on air pollution, noise emissions, as well as water and waste discharge. As of September 30, 2023,
we have never paid any penalties associated with the breach of any such laws and regulations. Compliance with existing environmental
laws and regulations has not had a material adverse effect on our financial condition and results of operations, and we do not believe
it will have such an impact in the future.

 Our projects are normally
required to undergo an environmental impact assessment by government-appointed third parties, and a report of such assessment needs to
be submitted to the relevant environmental authorities in order to obtain their approval before commencing construction.

 Upon completion of each
project, the relevant environmental authorities inspect the site to ensure the applicable environmental standards have been complied
with, and the resulting report is presented together with other specified documents to the relevant construction administration authorities
for their approval and records. Approval from the environmental authorities on such report is required before we can deliver our completed
work to our customers. As of September 30, 2023, we have not experienced any difficulties in obtaining those approvals for commencement
of construction and delivery of completed projects.

 Employees

 We
currently have 95 full-time employees.

 Department

 Management

 Accounting Staff

 Sales and marketing staff

 Administrative

 Total

 Contractual Arrangements between Shaanxi
HGS and Guangsha

 Due to PRC legal restrictions
on foreign ownership, neither we nor our subsidiaries own any direct equity interest in Guangsha. Instead, we control and receive the
economic benefits of Guangsha's business operation through a series of contractual arrangements. Shaanxi HGS, Guangsha and the
Guangsha shareholders entered into a series of contractual arrangements, also known as VIE Agreements. The VIE agreements are designed
to provide Shaanxi HGS with the power, rights and obligations equivalent in all material respects to those it would possess as the sole
equity holder of Guangsha, including absolute control rights and the rights to the assets, property and revenue of Guangsha. If Guangsha
or the Guangsha's shareholders fail to perform their respective obligations under the contractual arrangements, we could be limited
in our ability to enforce the contractual arrangements that give us effective control over Guangsha and its subsidiary. Furthermore,
if we are unable to maintain effective control, we would not be able to continue to consolidate the financial results of our variable
interest entity in our financial statements.

 Although we took every precaution available to effectively enforce
the contractual and corporate relationship above, these contractual arrangements may still be less effective than direct ownership and
that the Company may incur substantial costs to enforce the terms of the arrangements. For example, the VIE and its shareholders could
breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking
other actions that are detrimental to our interests. If we had direct ownership of the VIE, we would be able to exercise our rights as
a shareholder to effect changes in the board of directors of the VIE, which in turn could implement changes, subject to any applicable
fiduciary obligations, at the management and operational level. However, under the current contractual arrangements, we rely on the performance
by the VIE and its shareholders of their obligations under the contracts to exercise control over the VIE. The shareholders of our consolidated
VIE may not act in the best interests of our Company or may not perform their obligations under these contracts. In addition, failure
of the VIE shareholders to perform certain obligations could compel the Company to rely on legal remedies available under PRC laws, including
seeking specific performance or injunctive relief, and claiming damages, which may not be effective.

 All of these contractual
arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. The legal environment
in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal
system could limit our ability to enforce these contractual arrangements. In the event we are unable to enforce these contractual arrangements,
we may not be able to exert effective control over our operating entities and we may be precluded from operating our business, which
would have a material adverse effect on our financial condition and results of operations. In addition, there is uncertainty as to whether
the courts of the Cayman Islands or 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.

 Selected Condensed Consolidated Financial
Schedule of the Company and its Subsidiaries and the VIE

 The following tables
present selected condensed consolidating financial data of the Company and its subsidiaries and the VIE for the fiscal years ended September
30, 2023 and 2022, and balance sheet data as of September 30, 2023 and 2022, which have been derived from our consolidated financial
statements for those years.

 SELECTED CONDENSED
CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

 For the Year Ended September 30, 2023

 The

 VIE

 Total

 Revenues

 $
 —

 $

 $
 754,598

 $
 —

 $
 1,543,180

 (Loss)/Income from equity method investment

 $
 (104,086,934
)

 $
 —

 $
 —

 $
 104,086,934

 $
 —

 Net income (loss)

 $
 (110,121,478
)

 $
 (311,764
)

 $
 (103,775,170
)

 $
 104,086,934

 $
 (110,121,478
)

 Comprehensive income (loss)

 $
 (109,059,183
)

 $
 (311,764
)

 $
 (102,712,875
)

 $
 103,024,639

 $
 (109,059,183
)

 For the Year Ended September 30, 2022

 The

 VIE

 Total

 Revenues

 $
 —

 $
 —

 $

 $
 —

 $

 (Loss)/Income from equity method investment

 $
 (87,959,503
)

 $
 —

 $
 —

 $
 87,959,503

 $
 —

 Net income (loss)

 $
 (108,124,682
)

 $
 (65
)

 $
 (87,959,438
)

 $
 87,959,503

 $
 (108,124,682
)

 Comprehensive income (loss)

 $
 (119,559,356
)

 $
 (65
)

 $
 (99,394,112
)

 $
 99,394,177

 $
 (119,559,356
)

 SELECTED CONDENSED
CONSOLIDATING BALANCE SHEETS

 As of September 30, 2023

 The

 VIE

 Total

 Cash

 $
 2,193

 $
 45,572

 $
 45,368

 $
 —

 $
 93,133

 Investments in subsidiaries and VIE

 $
 (10,383,477
)

 $
 —

 $
 —

 $
 10,383,477

 $
 —

 Total assets

 $
 18,443,202

 $
 442,545

 $
 178,996,918

 $
 7,209,803

 $
 205,092,468

 Total liabilities

 $
 2,749,245

 $
 2,162,144

 $
 184,487,122

 $
 —

 $
 189,398,511

 Total shareholders' equity

 $

 $
 (1,719,599
)

 $
 (5,490,204
)

 $
 7,209,803

 $

 Total liabilities and shareholders' deficit

 $
 18,443,202

 $
 442,545

 $
 178,996,918

 $
 7,209,803

 $
 205,092,468

 As of September 30, 2022

 The

 VIE

 Total

 Cash

 $

 $
 2,000

 $
 283,777

 $
 —

 $
 1,360,217

 Investments in subsidiaries and VIE

 $
 94,868,534

 $
 —

 $
 —

 $
 (94,868,534
)

 $
 —

 Total assets

 $
 123,043,589

 $
 (70
)

 $
 280,939,924

 $
 (96,596,049
)

 $
 307,387,394

 Total liabilities

 $
 3,597,919

 $
 669,765

 $
 183,674,040

 $
 —

 $
 187,941,724

 Total shareholders' equity

 $

 $
 (669,835
)

 $
 97,265,884

 $
 (96,596,049
)

 $

 Total liabilities and shareholders' deficit

 $
 123,043,589

 $
 (70
)

 $
 280,939,924

 $
 (96,596,049
)

 $
 307,387,394

 SELECTED CONDENSED
CONSOLIDATING STATEMENTS OF CASH FLOWS

 For the Year Ended September 30, 2023

 The

 VIE

 Total

 Net cash (used in) operating activities

 $
 (6,279,717
)

 $
 (56,428
)

 $
 855,047

 $
 —

 $
 (5,481,098
)

 Net cash provided by investing activities

 $
 (100,000
)

 $
 100,000

 $
 —

 $
 —

 $
 —

 Net cash used in financing activities

 $

 $
 —

 $
 —

 $
 —

 $

 For the Year Ended September 30, 2022

 The

 VIE

 Total

 Net cash (used in) operating activities

 $
 (925,560
)

 $
 2,000

 $
 166,053

 $
 —

 $
 (757,507
)

 Net cash provided by investing activities

 $
 (26,936,915
)

 $
 —

 $
 —

 $
 —

 $
 (26,936,915
)

 Net cash used in financing activities

 $

 $
 —

 $
 —

 $
 —

 $

 Transfers of Cash
to and from The VIE

 Green Giant Inc. is
a holding company with no operations of its own. We conduct our operations in China primarily through our subsidiary and VIE in China.
As a result, although other means are available for us to obtain financing at the holding company level, Green Giant Inc.'s ability
to pay dividends to its shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries and
license and service fees paid by our PRC consolidated affiliated entities. If any of our subsidiaries incurs debt on its own in the future,
the instruments governing such debt may restrict its ability to pay dividends to Green Giant Inc. In addition, our PRC subsidiary and
VIE are required to make appropriations to certain statutory reserve funds, which are not distributable as cash dividends except in the
event of a liquidation of the companies.

 Current PRC regulations
permit our indirect PRC subsidiaries to pay dividends to HGS Investment only out of their accumulated profits, if any, determined
in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries 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.

 The PRC government also
imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience
difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from
our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the
debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenues
from our operations through the current VIE Agreements, we may be unable to pay dividends on our common stock.

 Cash dividends, if any,
on our common stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we
pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate
of up to 10.0%.

 In order for us to pay dividends to our shareholders, we will be dependent
on payments made from Guangsha to Shaanxi HGS, pursuant to VIE Agreements between them, and the distribution of such payments to
HGS Investment as dividends from Shaanxi HGS. Certain payments from Guangsha to Shaanxi HGS are subject to PRC taxes, including business
taxes and VAT. During the year ended September 30, 2023 and 2022, Guangsha made no payments to Shaanxi HGS. For the years ended September
30, 2023 and 2022, there was no cash transferred between the Company and Guangsha (the VIE).

 PRC Limitation on
Overseas Listing and Share Issuances

 Neither we, our subsidiaries nor the VIE are currently required to
obtain approval from Chinese authorities, including the China Securities Regulatory Commission, or CSRC, or the Cybersecurity Administration
Committee, or CAC, to list on U.S. exchanges or issue securities to foreign investors, however, if the VIE, subsidiaries or the holding
company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges,
we will not be able to continue listing on a U.S. exchange, which would materially affect the interest of investors. It is uncertain when
and whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even
when such permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain permission
from any of the PRC federal or local governments to obtain such permission and has not received any denial to list on the U.S. exchange,
our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business
or industry.

 ITEM 1A.
RISK FACTORS

 Risks Relating to
Our Business and Industry

 We have an evolving
business model with still untested growth initiatives.

 We have an evolving business model and intend to implement new strategies
to grow our business in the future. There can be no assurance that we will be successful in developing new product categories or in entering
new specialty markets or in implementing any other growth strategies. Similarly, there can be no assurance that we already have or will
be able to obtain or retain any employees, consultants or other resources with any specialized skills or relationships to successfully
implement our strategies in the future.

 Due to the significant decrease of the
fair market value of our fixed assets, in line with best practice, we may be required to take write-downs or write-offs in connection
with our real estate business that could have a significant negative effect on our financial condition, results of operations and our
share price, which could cause you to lose some or all of your investment.

 As a result of the overall downturn in China's
real estate industry, particularly in non-first and second-tier cities, and the significant two-step impairment test we performed, it
has been determined that the sum of the undiscounted future net cash flows expected from the utilization and disposition of our real estate
assets is significant lower than its carrying value, and therefore we may be forced to later write-down or write-off assets, restructure
our operations, or incur impairment or other charges in connection with our real estate business that could result in our reporting losses.
Even though these charges may not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute
to negative market perceptions about us or our securities.

 Accordingly,
our shareholders could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such
reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of
a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws
that our disclosures contained an actionable material misstatement or material omission.

 The Company's
lithium-ion battery recycling business is and will be dependent on its recycling facilities. If one or more of its future facilities become
inoperative, capacity constrained or if operations are disrupted, its business, results of operations and financial condition could be
materially adversely affected.

 The Company conducts
its lithium-ion battery recycling business through Green Giant Energy, the operating entity in Texas. The Company's lithium-ion
battery recycling business revenue is and will be dependent on the operations of its future facilities, including the planned facility
in Houston Texas and any other facilities it may develop in the future. To the extent that the Company experiences any operational risk
events including, among other things, fire and explosions, severe weather and natural disasters (such as floods, windstorms, wildfires
and earthquakes), failures in water supply, major power failures, equipment failures (including any failure of its process equipment,
information technology, air conditioning, and cooling and compressor systems), a cyber-attack or other incident, failures to comply with
applicable regulations and standards, labor force and work stoppages, including those resulting from local or global pandemics or otherwise,
or if its future facilities become capacity constrained, the Company may be required to make capital expenditures even though it may not
have sufficient available resources at such time. Additionally, there is no guarantee that the proceeds available from any of the Company's
insurance policies will be sufficient to cover such capital expenditures. The Company's insurance coverage and available resources
may prove to be inadequate for events that may cause significant disruption to its operations. Any disruption in the Company's recycling
processes could result in delivery delays, scheduling problems, increased costs or production interruption, which, in turn, may result
in its customers deciding to send their end-of-life lithium-ion batteries and battery manufacturing scrap to the Company's competitors.
The Company is and will be dependent on its future facilities, which will in the future require a high degree of capital expenditures.
If one or more of the Company's current or future facilities become inoperative, capacity constrained or if operations are disrupted,
its business, results of operations and financial condition could be materially adversely affected.

 The development of
an alternative chemical make-up of lithium-ion batteries or battery alternatives could materially adversely affect the Company's
revenues and results of operations.

 The development and adoption
of alternative battery technologies could materially adversely affect the Company's prospects and future revenues. Current and next
generation high energy density lithium-ion batteries for use in products such as EVs use nickel and cobalt as significant inputs. Cobalt
and nickel tend to be in lower supply and therefore command higher prices than certain other raw materials. Alternative chemical makeups
for lithium-ion batteries or battery alternatives are being developed and some of these alternatives could be less reliant on cobalt and
nickel or use other lower-priced raw materials such as lithium-iron phosphate chemistries, which contain neither cobalt nor nickel. A
shift in production to batteries using lower-priced raw materials could affect the value of the end products produced by the Company,
lowering its revenues and negatively impacting its results of operations.

 The Company is subject to the risk of litigation or regulatory proceedings,
which could materially adversely impact its financial results.

 All industries, including the green energy and lithium-ion battery
recycling industry, are subject to legal claims, with or without merit. From time to time, we are subject to various litigation and regulatory
proceedings arising in the normal course of business. Due to the inherent uncertainty of the litigation process, we may not be able to
predict with any reasonable degree of certainty the outcome of any litigation or the potential for future litigation. Regardless of the
outcome, any legal or regulatory proceeding could have a material adverse impact on the Company's business, prospects, financial
conditions and results of operations due to defense costs, the diversion of management resources, potential reputational harm and other
factors.

 The Company may not
be able to complete its recycling processes as quickly as customers may require, which could cause it to lose supply contracts and could
harm its reputation.

 The Company may not be
able to complete its recycling processes to meet the supply it receives from its customers. Operating delays and interruptions can occur
for many reasons, including, but not limited to:

 equipment failures;

 personnel shortage;

 labor disputes; or

 transportation disruptions.

 The recycling process
for lithium-ion batteries is complex. If the Company fails to complete its recycling processes in a timely fashion, its reputation may
be harmed. Any failure by the Company to complete its recycling processes in a timely fashion may also jeopardize existing orders and
cause the Company to lose potential supply contracts and be forced to pay penalties.

 The Company operates in an emerging, competitive
industry and if it is unable to compete successfully its revenue and profitability will be materially adversely affected.

 The green energy and lithium-ion recycling market
is competitive. As the industry evolves and the demand increases, the Company anticipates that competition will increase. the Company
currently faces competition primarily from companies that focus on one type of lithium-ion material recycling, some of which have more
expertise in the recycling of that material than the Company. The Company also competes against companies that have a substantial competitive
advantage because of longer operating histories and larger budgets, as well as greater financial and other resources. National or global
competitors could enter the market with more substantial financial and workforce resources, stronger existing customer relationships,
and greater name recognition. Competitors could focus their substantial resources on developing a more efficient recovery solution than
the Company's solutions. Competition also places downward pressure on the Company's contract prices and gross margins, which
presents it with significant challenges in its ability to maintain strong growth rates and acceptable gross margins. If the Company is
unable to meet these competitive challenges, it could lose market share to its competitors and experience a material adverse impact to
its business, financial condition and results of operations.

 Our business is sensitive
to China's economy and China real estate policies. A downturn in China's economy and restrictive real estate polices could
materially and adversely affect our revenues and results of operations.

 Any slowdown in China's
economic development might lead to tighter credit markets, increased market volatility, sudden drops in business and consumer confidence
and dramatic changes in business and consumer behaviors. The current package of economic support policies is designed to stabilize the
economy against slowing exports. Ongoing government regulatory measures, including the "Ten National Notices" announced in
2010, the "Eight National Notices" and property tax approved in January 2011, might have an adverse effect on our results
of operations and the PRC property market. In 2023, the overall risk remained in Tier 3 and 4 cities despite initial signs of improvement
in sales. In response to their perceived uncertainty in economic conditions, consumers might delay, reduce or cancel purchases of homes,
and our homebuyers may also defer, reduce or cancel purchases of our units and our results of operations may be materially and adversely
affected.

 If we are unable to
successfully manage our expansion into other Tier 3 and Tier 4 cities, we will not be able to execute our business plan.

 Historically, our business
and operations have been concentrated in Hanzhong City and other surrounding counties. If we are unable to successfully develop and sell
projects outside Hanzhong City, our future growth may be limited and we may not generate adequate returns to cover our investments in
these Tier 3 and Tier 4 cities. In addition, as we expand our operations to Tier 3 and Tier 4 cities with higher land prices, our costs
may increase, which may lead to a decrease in our profit margin.

 We require substantial
capital resources to fund our land use rights acquisitions and property developments, which may not be available.

 Property development
is capital intensive. Our ability to secure sufficient financing for land use rights acquisition and property development depends on a
number of factors that are beyond our control, including market conditions in the capital markets, the PRC economy and the PRC government
regulations that affect the availability and cost of financing for real estate companies.

 We may be unable to
acquire desired development sites at commercially reasonable costs.

 Our revenue depends on
the completion and sale of our projects, which in turn depends on our ability to acquire development sites. Our land use rights costs
are a major component of our cost of real estate sales and increases in such costs could diminish our gross margin. In China, the PRC
government controls the supply of land and regulates land sales and transfers in the secondary market. As a result, the policies of the
PRC government, including those related to land supply and urban planning, affect our ability to acquire, and our costs of acquiring,
land use rights for our projects. In recent years, the PRC government has introduced various measures attempting to moderate investment
in the property market in China.

 Although we believe that
these measures are generally targeted at the luxury property market and speculative purchases of land and properties, the PRC government
could introduce other measures in the future that may adversely affect our ability to obtain land for development. We currently acquire
our development sites primarily by bidding for government land. Under current regulations, land use rights acquired from government authorities
for commercial and residential development purposes must be purchased through a public tender, auction or listing-for-sale. Competition
in these bidding processes has resulted in higher land use rights costs for us. We may also need to acquire land use rights through acquisition,
which could increase our costs. Moreover, the supply of potential development sites in any given city will diminish over time and we may
find it increasingly difficult to identify and acquire attractive development sites at commercially reasonable costs in the future.

 We provide guarantees
for the mortgage loans of our customers which expose us to risks of default by our customers.

 We pre-sell properties
before actual completion and, in accordance with industry practice, our customers' mortgage banks require us to guarantee our customers'
mortgage loans. Typically, we provide guarantees to PRC banks with respect to loans procured by the purchasers of our properties for the
total mortgage loan amount until the completion of the registration of the mortgage with the relevant mortgage registration authorities,
which generally occurs within six to twelve months after the purchasers take possession of the relevant properties. In line with what
we believe to be industry practice, we rely on the credit evaluation conducted by mortgagee banks and do not conduct our own independent
credit checks on our customers. The mortgagee banks typically require us to maintain, as restricted cash, 5% to 10% of the mortgage proceeds
paid to us as security for our obligations under such guarantees (the security deposit).

 If
a purchaser defaults on its payment obligations during the term of our guarantee, the mortgagee bank may deduct the delinquent mortgage
payment from the security deposit. If the delinquent mortgage payments exceed the security deposit, the banks may require us to pay the
excess amount. If multiple purchasers default on their payment obligations at around the same time, we will be required to make significant
payments to the banks to satisfy our guarantee obligations. If we are unable to resell the properties underlying defaulted mortgages
on a timely basis or at prices higher than the amounts of our guarantees and related expenses, we will suffer financial losses. For the
years ended September 30, 2023 and 2022, the Company has not experienced any delinquent mortgage loans and has not experienced any losses
related to this guarantee. As of September 30, 2023 and 2022, our outstanding guarantees in respect of our customers' mortgage
loans amounted to approximately $24.2 million
and $24.9 million, respectively. As of September 30, 2023 and 2022, the amount of security deposits provided for these guarantees was
approximately $1.7 million and $1.8 million, respectively, and the Company believes that such reserves are sufficient. Since inception
through the release of this report, the Company has not experienced any delinquent mortgage loans and has not experienced any losses
related to these guarantees.

 A large portion of
our loan portfolio is tied to the real estate market and we may be negatively impacted by downturns in that market.

 As of September 30, 2023,
we had large construction loans payable of approximately $105.66 million. These loans generally have a higher degree of risk than
long-term financing of existing properties because repayment depends on the completion of the project and usually on the sale of the property.
In addition, these loans are often "interest-only loans," which normally require only the payment of interest accrued prior
to maturity. Interest-only loans carry greater risk than principal and interest loans because no principal is paid prior to maturity.
This risk is particularly apparent during periods of rising interest rates and declining real estate values. If there is a significant
decline in the real estate market due to a material increase in interest rates or for other reasons, many of these loans could default
and result in foreclosure. Moreover, most of these loans are for projects located in our primary market area. If we are forced to foreclose
on a project prior to completion, we may not be able to recover the entire unpaid portion of the loan or we may be required to fund additional
money to complete the project or hold the property for an indeterminate period of time. Any of these outcomes may result in losses and
reduce our earnings.

 We rely on third-party
contractors.

 Substantially all of
our project construction and related work are outsourced to third-party contractors. We are exposed to risks that the performance of our
contractors may not meet our standards or specifications. Negligence or poor work quality by any contractors may result in defects in
our buildings or residential units, which could in turn cause us to suffer financial losses, harm our reputation or expose us to third-party
claims. We work with multiple contractors on different projects and we cannot guarantee that we can effectively monitor their work at
all times.

 Although our construction
and other contracts contain provisions designed to protect us, we may be unable to successfully enforce these rights and, even if we are
able to successfully enforce these rights, the third-party contractor may not have sufficient financial resources to compensate us. Moreover,
the contractors may undertake projects from other property developers, engage in risky undertakings or encounter financial or other difficulties,
such as supply shortages, labor disputes or work accidents, which may cause delays in the completion of our property projects or increases
in our costs.

 We may be unable to complete
our property developments on time or at all. The progress and costs for a development project can be adversely affected by many factors,
including, without limitation:

 delays in obtaining necessary licenses, permits or approvals from government agencies or authorities;

 shortages of materials, equipment, contractors and skilled labor;

 disputes with our third-party contractors;

 failure by our third-party contractors to comply with our designs, specifications or standards;

 difficult geological situations or other geotechnical issues; and

 onsite labor disputes or work accidents; and natural catastrophes or adverse weather conditions.

 Any construction delays, or failure to complete
a project according to our planned specifications or budget, may delay our property sales, which could harm our revenues, cash flows and
our reputation.

 Changes of laws and
regulations with respect to pre-sales may adversely affect our cash flow position and business performance.

 We depend on cash flows
from pre-sale of properties as an important source of funding for our property projects and servicing our indebtedness. Under current
PRC laws and regulations, property developers must fulfill certain conditions before they can commence pre-sale of the relevant properties
and may only use pre-sale proceeds to finance the construction of specific developments (the "Pre-Sale Conditions and Usage").
Changes in laws and regulations or in their interpretation or the imposition of more stringent Pre-Sale Conditions and Usage could have
a material adverse effect on our cash flow position and business performance.

 Our results of operations
may fluctuate from period to period.

 Our results of operations
tend to fluctuate from period to period. The number of properties that we can develop or complete during any particular period is limited
due to the substantial capital required for land acquisition and construction, as well as the lengthy development periods required before
positive cash flows may be generated. In addition, several properties that we have developed or that are under development are large scale
and are developed in multiple phases over the course of one to several years. The selling prices of the residential units in larger scale
property developments tend to change over time, which may impact our sales proceeds and, accordingly, our revenues for any given period.

 We rely on our key
management members.

 We depend on the services
provided by key management members. Competition for management talent is intense in the property development sector. In particular, we
are highly dependent on Mr. Yuhuai Luo, our Chairman and Chief Executive Officer. We do not maintain key employee insurance. In the
event that we lose the services of any key management member, we may be unable to identify and recruit suitable successors in a timely
manner or at all, which will adversely affect our business and operations. Moreover, we need to employ and retain more management personnel
to support our expansion into other Tier 3 and Tier 4 cities and counties. If we cannot attract and retain suitable human resources, especially
at the management level, our business and future growth will be adversely affected.

 Increases in the price
of raw materials may increase our cost of sales and reduce our earnings.

 Our third-party contractors
are responsible for procuring almost all of the raw materials used in our project developments. Our construction contracts typically provide
for fixed or capped payments, but the payments are subject to changes in government-suggested steel prices. The increase in steel prices
could result in an increase in our construction costs. In addition, the increases in the price of raw materials, such as cement, concrete
blocks and bricks, in the long run could be passed on to us by our contractors, which will increase our construction costs. Any such cost
increase could reduce our earnings to the extent we are unable to pass these increased costs to our customers.

 Any unauthorized use
of our brand or trademark may adversely affect our business.

 We own trademarks for
" ", in the form of Chinese characters and our Company logo. We rely on the PRC intellectual
property and anti-unfair competition laws and contractual restrictions to protect brand name and trademarks. We believe our brand, trademarks
and other intellectual property rights are important to our success. Any unauthorized use of our brand, trademarks and other intellectual
property rights could harm our competitive advantages and business. Historically, China has not protected intellectual property rights
to the same extent as the United States, and infringement of intellectual property rights continues to pose a serious risk of doing business
in China. Monitoring and preventing unauthorized use is difficult. The measures we take to protect our intellectual property rights may
not be adequate. Furthermore, the application of laws governing intellectual property rights in China and abroad is uncertain and evolving,
and could involve substantial risks to us. If we are unable to adequately protect our brand, trademarks and other intellectual property
rights, our reputation may be harmed and our business may be adversely affected.

 We may fail to obtain
or may experience material delays in obtaining necessary government approvals for any major property development, which will adversely
affect our business.

 The real estate industry
is strictly regulated by the PRC government. Property developers in China must abide by various laws and regulations, including implementation
rules promulgated by local governments to enforce these laws and regulations. Before commencing, and during the course of, development
of a property project, we need to apply for various licenses, permits, certificates and approvals, including land use rights certificates,
construction site planning permits, construction work planning permits, construction permits, pre-sale permits and completion acceptance
certificates. We need to satisfy various requirements to obtain these certificates and permits. To date, we have not encountered serious
delays or difficulties in the process of applying for these certificates and permits, but we cannot guarantee that we will not encounter
serious delays or difficulties in the future. In the event that we fail to obtain the necessary governmental approvals for any of our
major property projects, or a serious delay occurs in the government's examination and approval progress, we may not be able to
maintain our development schedule and our business and cash flows may be adversely affected.

 We may forfeit land
to the PRC government if we fail to comply with procedural requirements applicable to land grants from the government or the terms of
the land use rights grant contracts.

 According to the relevant
PRC regulations, if we fail to develop a property project according to the terms of the land use rights grant contract, including those
relating to the payment of land premiums, specified use of the land and the time for commencement and completion of the property development,
the PRC government may issue a warning, may impose a penalty or may order us to forfeit the land. Specifically, under current PRC law,
if we fail to commence development within one year after the commencement date stipulated in the land use rights grant contract, the relevant
PRC land bureau may issue a warning notice to us and impose an idle land fee on the land of up to 20% of the land premium. If we fail
to commence development within two years, the land will be subject to forfeiture to the PRC government, unless the delay in development
is caused by government actions or force majeure. Even if the commencement of the land development is compliant with the land use rights
grant contract, if the developed GFA on the land is less than one-third of the total GFA of the project or the total capital invested
is less than one-fourth of the total investment of the project and the suspension of the development of the land continues for more than
one year without government approval, the land will also be treated as idle land and be subject to penalty or forfeiture. We cannot assure
you that circumstances leading to significant delays in our development schedule or forfeiture of land will not arise in the future. If
we forfeit land, we will not only lose the opportunity to develop the property projects on such land, but may also lose all past investments
in such land, including land premiums paid and development costs incurred.

 Any non-compliant
GFA of our uncompleted and future property developments will be subject to governmental approval and additional payments.

 The local government
authorities inspect property developments after their completion and issue the completion acceptance certificates if the developments
are in compliance with the relevant laws and regulations. If the total constructed GFA of a property development exceeds the GFA originally
authorized in the relevant land grant contracts or construction permit, or if the completed property contains built-up areas that do not
conform with the plan authorized by the construction permit, the property developer may be required to pay additional amounts or take
corrective actions with respect to such non-compliant GFA before a completion acceptance certificate can be issued to the property development.

 Our failure to assist
our customers in applying for property ownership certificates in a timely manner may lead to compensatory liabilities to our customers.

 We are required to meet
various requirements within 90 days after delivery of property, or such other period contracted with our customers, in order for our customers
to apply for their property ownership certificates, including passing various governmental clearances, formalities and procedures. Under
our sales contract, we are liable for any delay in the submission of the required documents as a result of our failure to meet such requirements,
and are required to compensate our customers for delays. In the case of serious delays on one or more property projects, we may be required
to pay significant compensation to our customers and our reputation may be adversely affected.

 We are subject to
potential environmental liabilities.

 We are subject to a variety
of laws and regulations concerning the protection of health and the environment. The particular environmental laws and regulations that
apply to any given development site vary significantly according to the site's location and environmental conditions, the present
and former uses of the site and the nature of the adjoining properties. Environmental laws and conditions may result in delays, may cause
us to incur substantial compliance and other costs and can prohibit or severely restrict project development activity in environmentally-sensitive
regions or areas. Although the environmental investigations conducted by local environmental authorities have not revealed any environmental
liabilities that we believe would have a material adverse effect on our business, financial condition or results of operations to date,
it is possible that these investigations did not reveal all environmental liabilities and that there are material environmental liabilities
of which we are unaware. We cannot assure you that future environmental investigations will not reveal material environmental liabilities.
Also, we cannot assure you that the PRC government will not change the existing laws and regulations or impose additional or stricter
laws or regulations, the compliance with which may cause us to incur significant capital expenditures.

 We need to improve
our internal financial reporting controls. If we are unable to establish appropriate internal financial reporting controls and procedures,
it could cause us to fail to meet our reporting obligations, subject us to regulatory scrutiny and sanction, cause investors to lose confidence
in our reported financial information and have a negative effect on the market price for shares of our common stock.

 Effective internal controls
are necessary for us to provide reliable financial reports and effectively prevent fraud. We maintain a system of internal control over
financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal
financial officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.

 We cannot assure you
that we will not, in the future, identify areas requiring improvement in our internal control over financial reporting. We cannot assure
you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain
adequate controls over our financial processes and reporting in the future as we continue our growth.

 As a public company,
we are required to comply with the reporting obligations of the Exchange Act and Section 404 of the Sarbanes-Oxley Act of 2013. If
we fail to comply with the reporting obligations of the Exchange Act and Section 404 of the Sarbanes-Oxley Act or if we fail to maintain
adequate internal controls over financial reporting, our business, results of operations and financial condition could be materially adversely
affected.

 As a public company,
we are required to comply with the periodic reporting obligations of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including preparing annual reports and quarterly reports. Our failure to prepare and disclose this information in a timely
manner could subject us to penalties under U.S. federal securities laws, expose us to lawsuits and restrict our ability to access financing.
In addition, we are required under applicable law and regulations to design and implement internal controls over financial reporting,
and evaluate our existing internal controls with respect to the standards adopted by the U.S. Public Company Accounting Oversight Board.

 The Company assessed
its internal control over financial reporting and still has significant and material deficiencies as of September 30, 2023. To remediate
the material weaknesses described above and to prevent similar deficiencies in the future, we are currently evaluating additional controls
and procedures, which may include: (i) provide more U.S. GAAP knowledge and SEC reporting requirement training for the accounting department
and establish formal policies and procedures for an internal audit function; and (ii) implementation of an ongoing initiative and training
in the Company to ensure the importance of internal controls and compliance with established policies and procedures are fully understood
throughout the organization and plan to provide continuous U.S. GAAP knowledge training to relevant employees involved to ensure the performance
of and compliance with those procedures and policies. Any actions we have taken or may take to remediate these material weaknesses are
subject to continued management review supported by testing, as well as oversight by the Audit Committee of our Board of Directors. We
cannot assure you that these material weaknesses will not occur in the future and that we will be able to remediate such weaknesses in
a timely manner, which could impair our ability to accurately and timely report our financial position, results of operations or cash
flows. The management is committed to improving the internal controls over financial reporting and will undertake the consistent improvements
or enhancements on an ongoing basis. However, we cannot assure you that our current remediation plan can resolve all the significant deficiencies
and material weaknesses in the internal control over financial reporting. As a result, we may be required to implement further remedial
measures and to design enhanced processes and controls to address issues identified through future reviews. This could result in significant
delays and costs to us and require us to divert substantial resources, including management time, from other activities.

 If we do not fully remediate
the material weaknesses identified by management or fail to maintain the adequacy of our internal controls in the future, we may not be
able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance
with the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are
important to help prevent fraud. As a result, any failure to satisfy the requirements of Section 404 on a timely basis could result
in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively
impact the trading price of our common stock.

 We do not have business
insurance coverage. Any future business liability, disruption or litigation we experience might divert management focus from our business
and could significantly impact our financial results.

 Availability of business
insurance products and coverage in China is limited, and most such products are expensive in relation to the coverage offered. We have
determined that the risks of disruption, cost of such insurance and the difficulties associated with acquiring such insurances on commercially
reasonable terms make it impractical for us to maintain such insurance. As a result, we do not have any business liability, disruption
or litigation insurance coverage for our operations in China. Accordingly, a business disruption, litigation or natural disaster may result
in substantial costs and divert management's attention from our business, which would have an adverse effect on our results of operations
and financial condition.

 The PRC government
may adopt further restrictive measures to slow the increase in prices of real property and real property development.

 Along with the economic
growth in China, investments in the property sectors have increased significantly in the past few years. In response to concerns over
the scale of the increase in property investments, the PRC government has introduced policies to curtail property development. We believe
those regulations, among others, significantly affect the property industry in China.

 These restrictive regulations
and measures could increase our operating costs in adapting to these regulations and measures, limit our access to capital resources or
even restrict our business operations. We cannot be certain that the PRC government will not issue additional and more stringent regulations
or measures, which could further slowdown property development in China and adversely affect our business and prospects.

 We are heavily dependent
on the performance of the residential property market in China, which is at a relatively early development stage.

 The residential property
industry in the PRC is still in a relatively early stage of development. Although demand for residential property in the PRC has been
growing rapidly in recent years, such growth is often coupled with volatility in market conditions and fluctuation in property prices.
It is extremely difficult to predict how much and when demand will develop, as many social, political, economic, legal and other factors,
most of which are beyond our control, may affect the development of the market. The level of uncertainty is increased by the limited availability
of accurate financial and market information as well as the overall low level of transparency in the PRC, especially in Tier 3 and 4 cities
which have lagged in progress in these aspects when compared to Tier 1 cities.

 The lack of a liquid
secondary market for residential property may discourage investors from acquiring new properties. The limited amount of property mortgage
financing available to PRC individuals may further inhibit demand for residential developments.

 We face intense competition
from other real estate developers.

 The property industry
in the PRC is highly competitive. In the Tier 3 and Tier 4 cities we focus on, local and regional property developers are our major competitors,
and an increasing number of large state-owned and private national property developers have started entering these markets. Many of our
competitors, especially the state-owned and private national property developers, are well capitalized and have greater financial, marketing
and other resources than we have. Some also have larger land banks, greater economies of scale, broader name recognition, a longer track
record and more established relationships in certain markets. In addition, the PRC government's recent measures designed to reduce
land supply further increased competition for land among property developers.

 Competition among property
developers may result in increased costs for the acquisition of land for development, increased costs for raw materials, shortages of
skilled contractors, oversupply of properties, decrease in property prices in certain parts of the PRC, a slowdown in the rate at which
new property developments will be approved and/or reviewed by the relevant government authorities and an increase in administrative costs
for hiring or retaining qualified personnel, any of which may adversely affect our business and financial condition. Furthermore, property
developers that are better capitalized than we are may be more competitive in acquiring land through the auction process. If we cannot
respond to changes in market conditions as promptly and effectively as our competitors, or effectively compete for land acquisition through
the auction systems and acquire other factors of production, our business and financial condition will be adversely affected.

 In addition, risk of
property over-supply is increasing in parts of China, where property investment, trading and speculation have become overly active. We
are exposed to the risk that in the event of actual or perceived over-supply, property prices may fall drastically, and our revenue and
profitability will be adversely affected.

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

 Companies operating in
China are required to participate in various government sponsored employee benefit plans, including certain social insurance, housing
funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries,
including bonuses and allowances, of employees up to a maximum amount specified by the local government from time to time at locations
where they operate their businesses. The requirement of employee benefit plans has not been implemented consistently by the local governments
in China given the different levels of economic development in different locations. As of September 30, 2023 and 2022, we have made adequate
employee benefit payments in strict compliance with the relevant PRC regulations for and on behalf of our employees. If we fail to make
contributions to various employee benefits plans in strict compliance with applicable PRC labor-related laws and regulations may subject
us to late payment penalties, and we could also be required to make up the contributions for these plans as well as to pay late fees and
fines. If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of
operations may be adversely affected.

 We may not effectively manage our growth
in the two business segments, which could materially harm our business.

 We expect that our business
will continue to grow, which may place a significant strain on our management, personnel, systems and resources. We must continue to improve
our operational and financial systems and managerial controls and procedures, and we will need to continue to expand, train and manage
our technology and workforce. We must also maintain close coordination among our compliance, accounting, finance, marketing and sales
organizations. We cannot assure you that we will manage our growth effectively. If we fail to do so, our business could be materially
harmed.

 Our continued growth will require an increased investment by us in
technology, facilities, personnel and financial and management systems and controls. It also will require expansion of our procedures
for monitoring and assuring our compliance with applicable regulations, and we will need to integrate, train and manage a growing employee
base. The expansion of our existing businesses, any expansion into new businesses and the resulting growth of our employee base will increase
our need for internal audit and monitoring processes that are more extensive and broader in scope than those we have historically required.
Further, unless our growth results in an increase in our revenues that is proportionate to the increase in our costs associated with this
growth, our operating margins and profitability will be adversely affected.

 Risks Relating
to Doing Business in PRC

 The Opinions, the
Trial Measures, and the revised Provisions recently issued by the PRC authorities may subject us to additional compliance requirements
in the future.

 The General Office of
the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the "Opinions on
Severely Cracking Down on Illegal Securities Activities According to Law," or the "Opinions," which were made available
to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and
the supervision on overseas listings by China-based companies. The Opinions proposed to take effective measures, such as promoting the
construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the
demand for cybersecurity and data privacy protection. The aforementioned policies and any related implementation rules to be enacted may
subject us to additional compliance requirements in the future. On February 17, 2023, the CSRC promulgated the Trial Measures and five
supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, the companies that have already been
listed on overseas stock exchanges, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures
within three working days after the subsequent securities offerings are completed in the same offshore market. Thus, the filing shall
be made within 3 working days after this offering is completed.

 Breaches of the Trial
Measures, such as offering and listing securities overseas without fulfilling the filing procedures, shall bear legal liabilities, including
a fine between RMB 1.0 million (approximately $150,000) and RMB 10.0 million (approximately $1.5 million), and the Trial Measures heighten
the cost for offenders by enforcing accountability with administrative penalties and incorporating the compliance status of relevant market
participants into the Securities Market Integrity Archives. Such rules have been issued that means the Chinese government may exert more
oversight and control over overseas public offerings conducted by China-based issuers, which could significantly limit or completely hinder
our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline
or become worthless.

 As of the date of this annual report, none of the Company, our PRC
subsidiary, or the VIE have applied for, received, or been denied approval from any PRC authorities to issue our securities to foreign
investors, nor received any inquiry, notice, warning, or sanctions regarding issuing our securities to foreign investors from the CSRC,
the CAC, or any other PRC governmental authorities. As advised by our PRC counsel, Shaanxi Jiameng Law Firm, apart from the filing
with the CSRC as per requirement of the Trial Measures, we, our subsidiaries, and the VIE are not required to obtain any other permission
from the CSRC, the CAC, or any other Chinese authorities to issue our securities to foreign investors based on PRC laws and regulations
currently in effect.

 On February 24, 2023,
the CSRC, together with the MOF, National Administration of State Secrets Protection and National Archives Administration of China, revised
the Provisions issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China
in 2009. The revised Provisions were issued under the title the "Provisions on Strengthening Confidentiality and Archives Administration
of Overseas Securities Offering and Listing by Domestic Companies," and came into effect on March 31, 2023 together with the Trial
Measures. One of the major revisions to the revised Provisions is expanding their application to cover indirect overseas offering and
listing, as is consistent with the Trial Measures. The revised Provisions require that, among other things, (a) a domestic company that
plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities,
including securities companies, securities service providers, and overseas regulators, any documents and materials that contain state
secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with
the secrecy administrative department at the same level; and (b) a domestic company that plans to, either directly or indirectly through
its overseas listed entity, publicly disclose or provide to relevant individuals and entities, including securities companies, securities
service providers, and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security
or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. After March 31, 2023, any
failure or perceived failure by our Company, our subsidiaries, or the VIE to comply with the above confidentiality and archives administration
requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable
by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.

 The Opinions, the Trial
Measures, the revised Provisions and any related implementing rules to be enacted may subject us to additional compliance requirements
in the future. As there are still uncertainties regarding the interpretation and implementation of such regulatory guidance, we cannot
assure you that we will be able to comply with all new regulatory requirements of the Opinions, the Trial Measures, the revised Provisions,
or any future implementing rules on a timely basis, or at all.

 You may experience difficulties in effecting
service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management based on foreign laws.
It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.

 We are a company incorporated under the laws of
the state of Florida, and we conduct most of our operations in China and most of our assets are located in China. In addition, all of
our directors and officers are nationals or residents of the PRC and all or a substantial portion of their assets are located outside
the U.S. As a result, it may be difficult for you to effect service of process upon us or those persons inside mainland China. 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 U.S. securities laws or those of any U.S. 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 U.S. 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 U.S. See "Enforceability of Civil Liabilities."

 It may also be difficult for you or overseas regulators to conduct
investigations or collect evidence within China. For example, in China, there are significant legal and other obstacles to obtaining
information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although
the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another country or region to monitor
and oversee cross-border securities activities, such regulatory cooperation with the securities regulatory authorities in the U.S. may
not be efficient in the absence of a practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law,
or "Article 177," which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations
or evidence collection activities within the territory of the PRC. Article 177 further provides that Chinese entities and individuals
are not allowed to provide documents or materials related to securities business activities to foreign agencies without prior consent
from the securities regulatory authority of the PRC State Council and the competent departments of the PRC State Council. While detailed
interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator
to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting
your interests.

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

 As a business operating
in China, we are subject to the laws and regulations of the PRC, which can be complex and evolve rapidly. The PRC government has the power
to exercise significant oversight and discretion over the conduct of our business, and the regulations to which we are subject may change
rapidly and with little notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing
laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently
by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government
directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other
government actions may:

 delay or impede our development;

 result in negative publicity or increase the Company's operating costs;

 require significant management time and attention; and

 subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.

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

 The uncertainties
in the China legal system could materially and adversely affect us.

 On July 6, 2021,
the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document
to enhance its enforcement against illegal activities in the securities markets and promote the high-quality development of the capital
markets, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement
and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of
extraterritorial application of the Chinese securities laws. Since this document is relatively new, uncertainties exist in relation to
how soon legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed
implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations
will have on companies like us.

 It is especially difficult
for us to accurately predict the potential impact to the Company of new legal requirements in China because the China 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. In 1979, the Chinese government began to promulgate a comprehensive system of laws
and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly
enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated
legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular,
the China legal system is based on written statutes and prior court decisions have limited value as precedents. Since these laws and regulations
are relatively new and the China legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules may
not be uniform and enforcement of these laws, regulations and rules involves uncertainties. These uncertainties may affect our judgment
on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties
may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us. Furthermore,
the China 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 a 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.

 We may be deemed a
PRC resident enterprise for PRC tax purposes under the Enterprise Income Tax Law, which could result in the imposition of a 25% enterprise
income tax payable on our taxable global income.

 On March 16, 2007,
the National People's Congress of the PRC passed the Enterprise Income Tax Law of the PRC ("New Income Tax Law''),
which took effect on January 1, 2008. On December 6, 2007, the Implementation Rules of Enterprise Income Tax Law of the
PRC ("Implementation Rules'') were also enacted and took effect on January 1, 2008. In accordance with the
new laws and regulations, a unified enterprise income tax rate of 25% and unified tax deduction standards will be applied equally to both
domestic enterprises and foreign-invested enterprises.

 Under the New Income
Tax Law and the Implementation Rules, enterprises established under the laws of foreign jurisdictions other than the PRC may nevertheless
be considered as PRC-resident enterprises for tax purposes if these enterprises have their "de facto management body''
within the PRC. Under the Implementation Rules, "de facto management body'' is defined as a body that has material
and overall management and control over the manufacturing and business operations, personnel and human resources, finances and treasury,
and acquisition and disposition of properties and other assets of an enterprise. At present, it is unclear what factors will be used by
the PRC tax authorities to determine whether we are a "de facto management body'' in China. All of our management
personnel are located in the PRC, and all of our revenues arise from our operations in China. If the PRC tax authorities determine that
we are a PRC resident enterprise, we will be subject to PRC tax on our worldwide income at the 25% uniform tax rate, which may have a
material adverse effect on our financial condition and results of operations. Notwithstanding the foregoing provision, the New Income
Tax Law also provides that, if a PRC resident enterprise already invests in another PRC resident enterprise, the dividends received by
the investing resident enterprise from the invested resident enterprise are exempt from income tax, subject to certain qualifications.
Therefore, if we are classified as a PRC resident enterprise, the dividends received from our PRC subsidiaries may be exempt from income
tax. However, due to the limited history of the New Income Tax Law, it is unclear as to (i) the detailed qualification requirements
for such exemption and (ii) whether dividend payments by our PRC subsidiaries to us will meet such qualification requirements, even
if we are considered a PRC resident enterprise for tax purposes.

 We face uncertainty
from the Circular on Strengthening the Administration of Enterprise Income Tax on Non-resident Enterprises' Share Transfer ("Circular
698") released in December 2009 by China's State Administration of Taxation (SAT), effective as of January 1, 2008.

 Where a foreign investor
indirectly transfers equity interests in a Chinese resident enterprise by selling the shares in an offshore holding company, and the latter
is located in a country (jurisdiction) where the effective tax burden is less than 12.5% or where the offshore income of their residents
is not taxable, the foreign investor is required to provide the tax authority in charge of that Chinese resident enterprise with the relevant
information within 30 days of the transfers.

 Where a foreign investor
indirectly transfers equity interests in a Chinese resident enterprise through the abuse of form of organization and there are no reasonable
commercial purposes such that the corporate income tax liability is avoided, the tax authority has the power to re-assess the nature of
the equity transfer in accordance with the "substance-over-form" principle and deny the existence of the offshore holding
company that is used for tax planning purposes. "Income derived from equity transfers" as mentioned in this circular refers
to income derived by non-resident enterprises from direct or indirect transfers of equity interest in China resident enterprises, excluding
share in Chinese resident enterprises that are bought and sold openly on the stock exchange.

 While the term
"indirectly transfer" is not defined, we understand that the relevant PRC tax authorities have jurisdiction regarding requests
for information over a wide range of foreign entities having no direct contact with China. The relevant authority has not yet promulgated
any formal provisions or formally declared or stated how to calculate the effective tax in the country (jurisdiction) and the process
of the disclosure to the tax authority in charge of that Chinese resident enterprise. Meanwhile, there are no formal declarations with
regard to how to decide "abuse of form of organization" and "reasonable commercial purpose," which can be utilized
by us to determine if our company complies with the Circular 698.

 Failure to comply
with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may materially adversely affect
us.

 On July 15, 2014,
SAFE issued the Notice on Relevant Issues in the Foreign Exchange Control over Investment, Financing and Return Investment Through Special
Purpose Companies by Residents Inside China, generally referred to as Circular 37, which required PRC residents to register with the competent
local SAFE branch before establishing or acquiring control over an offshore special purpose company, or SPV, for the purpose of engaging
in an equity financing outside of China on the strength of domestic PRC assets originally held by those residents. Internal implementing
guidelines issued by SAFE, which became public in June 2007 (known as Notice 106), expanded the reach of Circular 37 by (1) purporting
to cover the establishment or acquisition of control by PRC residents of offshore entities which merely acquire "control"
over domestic companies or assets, even in the absence of legal ownership; (2) adding requirements relating to the source of the
PRC resident's funds used to establish or acquire the offshore entity; (3) covering the use of existing offshore entities for
offshore financings; (4) purporting to cover situations in which an offshore SPV establishes a new subsidiary in China or acquires
an unrelated company or unrelated assets in China; and (5) making the domestic affiliate of the SPV responsible for the accuracy
of certain documents which must be filed in connection with any such registration, notably, the business plan which describes the overseas
financing and the use of proceeds. Amendments to registrations made under Circular 37 are required in connection with any increase or
decrease of capital, transfer of shares, mergers and acquisitions, equity investment or creation of any security interest in any assets
located in China to guarantee offshore obligations and Notice 106 makes the offshore SPV jointly responsible for these filings. In the
case of an SPV which was established, and which acquired a related domestic company or assets, before the implementation date of Circular
37, a retroactive SAFE registration was required to have been completed before March 31, 2006. This date was subsequently extended
indefinitely by Notice 106, which also required that the registrant establish that all foreign exchange transactions undertaken by the
SPV and its affiliates were in compliance with applicable laws and regulations. Failure to comply with the requirements of Circular 37,
as applied by SAFE in accordance with Notice 106, may result in fines and other penalties under PRC laws for evasion of applicable foreign
exchange restrictions. Any such failure could also result in the SPV's affiliates being impeded or prevented from distributing their
profits and the proceeds from any reduction in capital, share transfer or liquidation to the SPV, or from engaging in other transfers
of funds into or out of China.

 We have asked our stockholders,
who are PRC residents as defined in Circular 37, to register with the relevant branch of SAFE, as currently required, in connection with
their equity interests in us and our acquisitions of equity interests in our PRC subsidiary. However, we cannot provide any assurances
that they can obtain the above SAFE registrations required by Circular 37 and Notice 106. Moreover, because of uncertainty over how Circular
37 will be interpreted and implemented, and how or whether SAFE will apply it to us, we cannot predict how it will affect our business
operations or future strategies. For example, our present and prospective PRC subsidiaries' ability to conduct foreign exchange
activities, such as the remittance of dividends and foreign currency-denominated borrowings, may be subject to compliance with Circular
37 and Notice 106 by our PRC resident beneficial holders.

 In addition, such PRC
residents may not always be able to complete the necessary registration procedures required by Circular 37 and Notice 106. We also have
little control over either our present or prospective direct or indirect stockholders or the outcome of such registration procedures.
A failure by our PRC resident beneficial holders or future PRC resident stockholders to comply with Circular 37 and Notice 106, if SAFE
requires it, could subject these PRC resident beneficial holders to fines or legal sanctions, restrict our overseas or cross-border investment
activities, limit our subsidiaries' ability to make distributions or pay dividends or affect our ownership structure, which could
adversely affect our business and prospects.

 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 Cayman Islands 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 subsidiaries,
could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, and limit our PRC subsidiaries'
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 regulations 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.

 Changes in the policies,
regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could have a significant
impact upon our ability to operate profitably in the PRC.

 All of our operations
are located in China. Accordingly, our business, prospects, financial condition and results of operations may be influenced to a significant
degree by political, economic, legal developments and social conditions in China generally and by continued economic growth in China as
a whole. Policies, regulations, rules, and the enforcement of laws 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 interpretation, particularly those dealing
with security, intellectual property, money laundering, taxation and other laws that affect our post-combination entity's ability
to operate its business.

 Changes in foreign
exchange regulations may adversely affect our results of operations.

 We currently receive
all of our revenues in RMB. The PRC government regulates the conversion between RMB and foreign currencies. Over the years, the government
has significantly reduced its control over routine foreign exchange transactions under current accounts, including trade and service-related
foreign exchange transactions, payment of dividends and service of foreign debt. However, foreign exchange transactions by our PRC subsidiaries
under capital accounts continue to be subject to significant foreign exchange controls and require the approval of, or registration with,
PRC governmental authorities. There can be no assurance that these PRC laws and regulations on foreign investment will not cast uncertainties
on our financing and operating plans in China. Under current foreign exchange regulations in China, subject to the relevant registration
at SAFE, we will be able to pay dividends in foreign currencies, without prior approval from SAFE, by complying with certain procedural
requirements. However, there can be no assurance that the current PRC foreign exchange policies regarding debt service and payment of
dividends in foreign currencies will continue in the future. Changes in PRC foreign exchange policies might have a negative impact on
our ability to service our foreign currency-denominated indebtedness, if any, and to distribute dividends to our shareholders in foreign
currencies.

 Future inflation in China may inhibit our
activity to conduct business in China.

 In recent years, the
Chinese economy has experienced periods of rapid expansion and high rates of inflation, which have led to the adoption by the Chinese
government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain
inflation. While inflation has been more moderate since 1995, high inflation may in the future cause Chinese government to impose controls
on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our
products.

 Because Chinese law governs
almost all of our material agreements, we may not be able to enforce our legal rights within China or elsewhere, which could result in
a significant loss of business, business opportunities, or capital.

 We cannot assure you
that we will be able to enforce any of our material agreements or that remedies will be available outside of China. The system of laws
and the enforcement of existing laws in China may not be as certain in implementation and interpretation as in the United States. The
inability to enforce or obtain a remedy under any of our current or future agreements could result in a significant loss of business,
business opportunities or capital. It will be extremely difficult to acquire jurisdiction and enforce liabilities against our officers,
directors and assets based in China.

 Substantially all of
our assets are located in the PRC and all of our officers and most of our present directors reside outside of the United States. As
a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors
or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors
and officers under Federal securities laws. Moreover, we have been advised that China does not have treaties providing for the reciprocal
recognition and enforcement of judgments of courts with the United States. Further, it is unclear if extradition treaties now in effect
between the United States and China would permit effective enforcement of criminal penalties of the Federal securities laws.

 Failure to comply
with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

 We are subject to the
United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited
payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some that may compete with
us, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time
in the PRC. We can make no assurance, however, that our employees or other agents will not engage in such conduct for which we might be
held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other
consequences that may have a material adverse effect on our business, financial condition and results of operations.

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

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

 Although the audit
report included in this annual report is prepared by U.S. auditors who are currently inspected by the PCAOB, there is no guarantee that
future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the
benefits of such inspection. Furthermore, trading in our securities may be prohibited under the HFCA Act if the SEC subsequently determines
our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national
securities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on December 29, 2022, the Consolidated
Appropriations Act, was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical
provision to AHFCAA, which reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA
Act from three years to two.

 As an auditor of companies
that are registered with the SEC and publicly traded in the United States and a firm registered with the PCAOB, our auditor is required
under the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United
States and professional standards.

 Although currently we
operates substantially in mainland China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval
of the Chinese government authorities, our auditor, the independent registered public accounting firm that issues the audit report included
elsewhere in this annual report, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess
our auditor's compliance with the applicable professional standards. Inspections of other auditors conducted by the PCAOB outside
mainland China have at times identified deficiencies in those auditors' audit procedures and quality control procedures, which may
be addressed as part of the inspection process to improve future audit quality. The lack of the PCAOB inspections of audit work undertaken
in mainland China prevents the PCAOB from regularly evaluating auditors' audits and their quality control procedures. As a result,
if there is any component of our auditor's work papers become located in mainland China in the future, such work papers will not
be subject to inspection by the PCAOB. As a result, investors would be deprived of such PCAOB inspections, which could result in limitations
or restrictions to our access of the U.S. capital markets.

 As part of a continued
regulatory focus in the United States on access to audit and other information currently protected by national law, in particular mainland
China's, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress which, if passed, would
require the SEC to maintain a list of issuers for which the PCAOB is not able to inspect or investigate the audit work performed by a
foreign public accounting firm completely. The proposed Ensuring Quality Information and Transparency for Abroad-Based Listings on our
Exchanges ("EQUITABLE") Act prescribes increased disclosure requirements for these issuers and, beginning in 2025, the delisting
from U.S. national securities exchanges such as the Nasdaq of issuers included on the SEC's list for three consecutive years. It
is unclear if this proposed legislation will be enacted. Furthermore, there have been recent deliberations within the U.S. government
regarding potentially limiting or restricting China-based companies from accessing U.S. capital markets. On May 20, 2020, the U.S. Senate
passed the HFCA Act, which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB
is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor's local jurisdiction.
The U.S. House of Representatives passed the HFCA Act on December 2, 2020, and the HFCA Act was signed into law on December 18, 2020.
Additionally, in July 2020, the U.S. President's Working Group on Financial Markets issued recommendations for actions that can
be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed
on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. In response, on November 23, 2020,
the SEC issued guidance highlighting certain risks (and their implications to U.S. investors) associated with investments in China-based
issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks. On March 24, 2021, the
SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. We
will be required to comply with these rules if the SEC identifies us as having a "non-inspection" year (as defined in the
interim final rules) under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements
of the HFCA Act, including the listing and trading prohibition requirements described above. Under the HFCA Act, our securities may be
prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive
years, and this ultimately could result in our common stock being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the
AHFCAA, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer's securities from trading on any U.S.
stock exchanges if its auditor is not subject to the PCAOB inspections for two consecutive years instead of three and would reduce the
time before our securities may be prohibited from trading or delisted. On September 22, 2021, the PCAOB adopted a final rule implementing
the AHFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the AHFCAA, whether the Board is unable
to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken
by one or more authorities in that jurisdiction. On November 5, 2021, the SEC approved the PCAOB's Rule 6100, Board Determinations
Under the HFCA Act. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements
in the HFCA Act The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by
a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely
because of a position taken by an authority in foreign jurisdictions. The PCAOB issued a Determination Report on December 16, 2021 which
found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland
China of the PRC, and (2) Hong Kong. In addition, the PCAOB's report identified the specific registered public accounting firms
which are subject to these determinations. On December 29, 2022, the Consolidated Appropriations Act, was signed into law by President
Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to AHFCAA, which reduce the number of
consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. Our auditor, OneStop
Assurance PAC, is headquartered in Singapore, not mainland China or Hong Kong and was not identified in this report as a firm subject
to the PCAOB's determination. Therefore, our auditor is not currently subject to the determinations announced by the PCAOB on December
16, 2021, and it is currently subject to the PCAOB inspections.

 While our auditor is
based in the U.S. and is registered with the PCAOB and has been inspected by the PCAOB on a regular basis, in the event it is later determined
that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction,
then such lack of inspection could cause trading in the our securities to be prohibited under the HFCA Act, and ultimately result in a
determination by a securities exchange to delist our securities. In addition, the recent developments would add uncertainties to the listing
of our securities and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria
to us after considering the effectiveness of our auditor's audit procedures and quality control procedures, adequacy of personnel
and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. It remains
unclear what the SEC's implementation process related to the above rules will entail or what further actions the SEC, the PCAOB
or Nasdaq will take to address these issues and what impact those actions will have on U.S. companies that have significant operations
in the PRC and have securities listed on a U.S. stock exchange (including a national securities exchange or over-the-counter stock market).
In addition, the above amendments and any additional actions, proceedings, or new rules resulting from these efforts to increase U.S.
regulatory access to audit information could create some uncertainty for investors, the market price of our common stock could be adversely
affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being required to engage
a new audit firm, which would require significant expense and management time.

 On August 26, 2022,
the PCAOB signed Statement of Protocol (the "SOP") Agreement with the CSRC and China's Ministry of Finance. The SOP
Agreement, together with two protocol agreements (collectively, "SOP Agreements"), governs inspections and investigations
of audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate
registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol
disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has
the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to
secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and
voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate
the PCAOB's access in the future, the PCAOB Board will consider the need to issue a new determination. Delisting of our common
stock would force holders of our common stock to sell their shares of common stock. The market price of our common stock could be adversely
affected as a result of anticipated negative impacts of these executive or legislative actions upon, as well as negative investor sentiment
towards, companies with significant operations in China that are listed in the United States, regardless of whether these executive or
legislative actions are implemented and regardless of our actual operating performance.

 Recent greater oversight
by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact the operating
entities' business.

 On December 28, 2021,
the CAC, together with 12 other governmental departments of the PRC, jointly promulgated the Cybersecurity Review Measures, which became
effective on February 15, 2022. The Cybersecurity Review Measures provides that, in addition to critical information infrastructure operators
("CIIOs") that intend to purchase Internet products and services, data processing operators engaging in data processing activities
that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC. According
to the Cybersecurity Review Measures, a cybersecurity review assesses potential national security risks that may be brought about by any
procurement, data processing, or overseas listing. The Cybersecurity Review Measures further requires that CIIOs and data processing operators
that possess personal data of at least one million users must apply for a review by the Cybersecurity Review Office of the PRC before
conducting listings in foreign countries.

 On November 14, 2021,
the CAC published the Security Administration Draft, which provides that data processing operators engaging in data processing activities
that affect or may affect national security must be subject to network data security review by the relevant Cyberspace Administration
of the PRC. According to the Security Administration Draft, data processing operators who possess personal data of at least one million
users or collect data that affects or may affect national security must be subject to network data security review by the relevant Cyberspace
Administration of the PRC. The deadline for public comments on the Security Administration Draft was December 13, 2021.

 As of the date of this
annual report, we have not received any notice from any authorities identifying any of the operating entities as a CIIO or requiring any
of the operating entities to go through cybersecurity review or network data security review by the CAC. As the Cybersecurity Review Measures
became effective and if the Security Administration Draft is enacted as proposed, we believe that our operating entity, Guangsha's
operations and our listing will not be affected and that the operating entities are not subject to cybersecurity review or network data
security review by the CAC, given that: (i) Guangsha engages in real estate development, primarily in the construction and sale of residential
apartments, car parks and commercial properties, therefore it is unlikely to be classified as a CIIO by the PRC regulatory agencies; (ii)
Guangsha possesses personal data of fewer than one million individual clients in its business operations as of the date of this annual
report and do not anticipate that Guangsha will be collecting over one million users' personal information in the near future, which
we understand might otherwise subject Guangsha to the Cybersecurity Review Measures; and (iii) since Guangsha are in real estate development,
data processed in their business is unlikely to have a bearing on national security and therefore is unlikely to be classified as core
or important data by the authorities. There remains uncertainty, however, as to how the Cybersecurity Review Measures and the Security
Administration Draft will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws,
regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Security Administration
Draft. If any such new laws, regulations, rules, or implementation and interpretation come into effect, the operating entities will take
all reasonable measures and actions to comply and to minimize the adverse effect of such laws on them. We cannot guarantee, however, that
our operating entity in mainland China will not be subject to cybersecurity review and network data security review in the future. During
such reviews, our operating entity in mainland China may be required to suspend its operations or experience other disruptions to its
operations. Cybersecurity review and network data security review could also result in negative publicity with respect to our Company
and diversion of Guangsha's managerial and financial resources, which could materially and adversely affect its business, financial
conditions, and results of operations.

 The Opinions recently
issued by the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council may
subject the operating entities to additional compliance requirement in the future.

 Recently, the General
Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions,
which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal
securities activities and the supervision on overseas listings by China-based companies. These opinions proposed to take effective measures,
such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed
companies and the demand for cybersecurity and data privacy protection. The aforementioned policies and any related implementation rules
to be enacted may subject the operating entities to additional compliance requirement in the future. As the Opinions were recently issued,
official guidance and interpretation of the Opinions remain unclear in several respects at this time. Therefore, we cannot assure you
that the operating entities will remain fully compliant with all new regulatory requirements of the Opinions or any future implementation
rules on a timely basis, or at all.

 Risks Relating to Our Corporate Structure

 If the PRC government
deems that the contractual arrangements in relation to Guangsha, our consolidated variable interest entity, do not comply with PRC regulatory
restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change
in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

 We are a holding company incorporated under the laws of the State
of Florida. As a holding company with no material operations of our own, we conduct all of our operations through our subsidiaries established
in PRC and the VIE. We control and receive the economic benefits of the VIE's business operations through certain contractual arrangements.

 The VIE contributed 94%
and 60% of the Company's consolidated results of operations for the years ended September 30, 2023 and 2022, respectively. As of
September 30, 2023, the VIE accounted for approximately 87% of the consolidated total assets and 97% of total liabilities of the Company,
respectively.

 We rely on and expect
to continue to rely on our wholly owned PRC subsidiary's contractual arrangements with Guangsha and its shareholders to operate
our business. These contractual arrangements may not be as effective in providing us with control over Guangsha as ownership of controlling
equity interests would be in providing us with control over or enabling us to derive economic benefits from the operations of Guangsha.
Under the current contractual arrangements, as a legal matter, if Guangsha or any of its shareholders executing the VIE Agreements fails
to perform its, his or her respective obligations under these contractual arrangements, we may have to incur substantial costs and resources
to enforce such arrangements, and rely on legal remedies available under PRC laws, including seeking specific performance or injunctive
relief, and claiming damages, which we cannot assure you will be effective. For example, if shareholders of a variable interest entity
were to refuse to transfer their equity interests in such variable interest entity to us or our designated persons when we exercise the
purchase option pursuant to these contractual arrangements, we may have to take a legal action to compel them to fulfill their contractual
obligations.

 If (i) the applicable
PRC authorities invalidate these contractual arrangements for violation of PRC laws, rules and regulations, (ii) any variable interest
entity or its shareholders terminate the contractual arrangements (iii) any variable interest entity or its shareholders fail to perform
its/his/her obligations under these contractual arrangements, or (iv) if these regulations change or are interpreted differently in the
future, our business operations in China would be materially and adversely affected, and the value of your shares would substantially
decrease or even become worthless. Further, if we fail to renew these contractual arrangements upon their expiration, we would not be
able to continue our business operations unless the then current PRC law allows us to directly operate businesses in China.

 In addition, if any variable
interest entity or all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue
some or all of our business activities, which could materially and adversely affect our business, financial condition and results of operations.
If any of the variable interest entities undergoes a voluntary or involuntary liquidation proceeding, its shareholders or unrelated third-party
creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially
and adversely affect our business and our ability to generate revenues.

 All of these contractual arrangements are governed
by PRC law and provide for the resolution of disputes through arbitration in the PRC. The legal environment in the PRC is not as developed
as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability
to enforce these contractual arrangements. In the event we are unable to enforce these contractual arrangements, we may not be able to
exert effective control over our operating entities and we may be precluded from operating our business, which would have a material adverse
effect on our financial condition and results of operations.

 These contractual arrangements may not be as effective
as direct ownership in providing us with control over the VIE. For example, the VIE and its shareholders could breach their contractual
arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that
are detrimental to our interests. If we had direct ownership of the VIE, we would be able to exercise our rights as a shareholder to effect
changes in the board of directors of the VIE, which in turn could implement changes, subject to any applicable fiduciary obligations,
at the management and operational level. However, under the current contractual arrangements, we rely on the performance by the VIE and
its shareholders of their obligations under the contracts to exercise control over the VIE. The shareholders of our consolidated VIE may
not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the
period in which we intend to operate certain portions of our business through the contractual arrangements with the VIE.

 If the VIE or its shareholders fail to perform
their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources
to enforce such arrangements. For example, if the shareholders of the VIE refuse to transfer their equity interest in the VIE to us or
our designee if we exercise the purchase option pursuant to these contractual arrangements, or if they otherwise act in bad faith toward
us, then we may have to take legal actions to compel them to perform their contractual obligations. In addition, if any third parties
claim any interest in such shareholders' equity interests in the VIE, our ability to exercise shareholders' rights or foreclose
the share pledge according to the contractual arrangements may be impaired. If these or other disputes between the shareholders of the
VIE and third parties were to impair our control over the VIE, our ability to consolidate the financial results of the VIE would be affected,
which would in turn result in a material adverse effect on our business, operations and financial condition.

 In the opinion of our PRC legal counsel, each
of the contractual arrangements among our WFOE, the VIE and its shareholders governed by PRC laws are valid, binding and enforceable,
and will not result in any violation of PRC laws or regulations currently in effect. However, our PRC legal counsel has also advised us
that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and
rules. Accordingly, the PRC regulatory authorities may ultimately take a view that is contrary to the opinion of our PRC legal counsel.
In addition, it is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or
if adopted, what they would provide. PRC government authorities may deem that foreign ownership is directly or indirectly involved in
the VIE's shareholding structure. If our corporate structure and contractual arrangements are deemed by the Ministry of Industry
and Information Technology, MIIT, or the Ministry of Commerce, MOFCOM, or other regulators having competent authority to be illegal, either
in whole or in part, we may lose control of our consolidated VIE and have to modify such structure to comply with regulatory requirements.
However, there can be no assurance that we can achieve this without material disruption to the VIE's business. Furthermore, if we
or the VIE is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required
permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations
or failures, including, without limitation:

 revoking the business license and/or operating licenses of our WFOE or the VIE;

 discontinuing or placing restrictions or onerous conditions on our operations through any transactions among our WFOE and the VIE;

 imposing fines, confiscating the income from our WFOE, the VIE or its subsidiaries, or imposing other requirements with which we or the VIE may not be able to comply;

 placing restrictions on our right to collect revenues;

 requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with the VIE and deregistering the equity pledges of the VIE, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control over the VIE; or

 taking other regulatory or enforcement actions against us that could be harmful to our business.

 The imposition of any of these penalties would
result in a material and adverse effect on our ability to conduct our business. In addition, it is unclear what impact the PRC government
actions would have on us and on our ability to consolidate the financial results of the VIE in our consolidated financial statements,
if the PRC government authorities were to find our corporate structure and contractual arrangements to be in violation of PRC laws and
regulations. If the imposition of any of these government actions causes us to lose our right to direct the activities of the VIE or our
right to receive substantially all the economic benefits and residual returns from the VIE and we are not able to restructure our ownership
structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of the VIE in our consolidated
financial statements. Either of these results, or any other significant penalties that might be imposed on us in this event, would have
a material adverse effect on our financial condition and results of operations.

 We rely on contractual arrangements with our
variable interest entity and its subsidiary in China for our business operations, which may not be as effective in providing operational
control or enabling us to derive economic benefits as through ownership of controlling equity interests.

 We are a holding company with no material operations
of our own. We conduct a substantial majority of our operations through our subsidiaries established and the VIE in the PRC. We rely on
and expect to continue to rely on our wholly owned PRC subsidiary's contractual arrangements with Guangsha and its shareholders
to operate our business. These contractual arrangements may not be as effective in providing us with control over Guangsha as direct
ownership in providing us with control over Guangsha, or enabling us to derive economic benefits from the operations of Guangsha. Under
the current contractual arrangements, as a legal matter, if Guangsha or any of Guangsha Shareholders fails to perform its, his or her
respective obligations under these contractual arrangements, we may have to incur substantial costs and resources to enforce such arrangements,
and rely on legal remedies available under PRC laws, including seeking specific performance or injunctive relief, and claiming damages,
which we cannot assure you will be effective. For example, if Guangsha Shareholders were to refuse to transfer their equity interests
in Guangsha to us or our designated persons when we exercise the purchase option pursuant to these contractual arrangements, we may have
to take a legal action to compel them to fulfill their contractual obligations. Furthermore, if we had direct ownership of Guangsha,
we would be able to exercise our rights as a shareholder to effect changes in the board of directors of Guangsha, which in turn could
implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the VIE Agreements,
we rely on the performance by Guangsha and its shareholders of their obligations under the contracts to exercise control over Guangsha.
The shareholders of Guangsha may not act in the best interests of our Company or may not perform their obligations under these contracts.
Such risks exist throughout the period in which we intend to operate certain portions of our business through the contractual arrangements
with Guangsha. In addition, if any third parties claim any interest in such shareholders' equity interests in the VIE, our ability
to exercise shareholders' rights or foreclose the share pledge according to the contractual arrangements may be impaired. If these
or other disputes between the shareholders of the VIE and third parties were to impair our control over the VIE, our ability to consolidate
the financial results of the VIE would be affected, which would in turn result in a material adverse effect on the business, operations
and financial condition.

 Our PRC counsel, Shaanxi Jiameng Law Firm, has
advised us that the ownership structure of the PRC entities does not violate PRC laws or regulations currently in effect, and that the
contractual arrangements are valid, binding and enforceable, and do not result in any violation of PRC laws or regulations currently in
effect. However, there are substantial uncertainties regarding the interpretation and application of current PRC Laws, and there can be
no assurance that the PRC government will ultimately take a view that is consistent with such opinion.

 If (i) the applicable PRC authorities invalidate
these contractual arrangements for violation of PRC laws, rules and regulations, (ii) any variable interest entity or its shareholders
terminate the contractual arrangements or (iii) any variable interest entity or its shareholders fail to perform its/his/her obligations
under these contractual arrangements, our business operations in China would be materially and adversely affected, and the value of your
shares would substantially decrease. Further, if we fail to renew these contractual arrangements upon their expiration, we would not be
able to continue our business operations unless the then current PRC law allows us to directly operate businesses in China.

 In addition, if any variable interest entity or
all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our
business activities, which could materially and adversely affect our business, financial condition and results of operations. If our variable
interest entity undergoes a voluntary or involuntary liquidation proceeding, its shareholders or unrelated third-party creditors may claim
rights to some or all of their assets, thereby hindering our ability to operate our business, which could materially and adversely affect
our business and our ability to generate revenues.

 All of these contractual arrangements are governed
by PRC law and provide for the resolution of disputes through arbitration in the PRC. The legal environment in the PRC is not as developed
as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability
to enforce these contractual arrangements. In the event we are unable to enforce these contractual arrangements, we may not be able to
exert effective control over our operating entity and we may be precluded from operating our business, which would have a material adverse
effect on our financial condition and results of operations.

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

 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 State Administration of Foreign Exchange
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 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.

 We may not be able to consolidate the financial
results of our affiliated companies or such consolidation could materially and adversely affect our operating results and financial condition.

 Our business is conducted through Guangsha, which
is considered a VIE for accounting purposes, and we, through Shaanxi HGS, are considered the primary beneficiary, thus enabling us
to consolidate our financial results in our consolidated financial statements. In the event that in the future a company we hold as a
VIE no longer meets the definition of a VIE under applicable accounting rules, or we are deemed not to be the primary beneficiary, we
would not be able to consolidate line by line that entity's financial results in our consolidated financial statements for reporting
purposes. Also, if in the future an affiliate company becomes a VIE and we become the primary beneficiary, we would be required to consolidate
that entity's financial results in our consolidated financial statements for accounting purposes. If such entity's financial
results were negative, this would have a corresponding negative impact on our operating results for reporting purposes.

 Because we rely on
the Contractual Arrangements for our revenue, the termination of these agreements would severely and detrimentally affect our continuing
business viability under our current corporate structure.

 We are a holding company,
and all of our business operations are conducted through the Contractual Arrangements. Although Guangsha does not have termination rights
pursuant to the Contractual Arrangements, it could terminate, or refuse to perform under, the Contractual Arrangements. Because neither
we, nor our subsidiaries, own equity interests of Guangsha, the termination or non-performance of the Contractual Arrangements would sever
our ability to consolidate Guangsha and to receive payments from them under our current holding company structure. While we are currently
not aware of any event or reason that may cause the Contractual Arrangements to terminate, we cannot assure you that such an event or
reason will not occur in the future. In the event that the Contractual Arrangements are terminated, this would have a severe and detrimental
effect on our continuing business viability under our current corporate structure, which, in turn, would affect the value of your investment.

 Contractual arrangements
in relation to the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owe additional
taxes, which could negatively affect our financial condition and the value of your investment.

 Under applicable PRC laws and regulations, arrangements and transactions
among related parties may be subject to audit or challenge by the PRC tax authorities within ten years after the taxable year when the
transactions are conducted. We could face material and adverse tax consequences if the PRC tax authorities determine that the VIE contractual
arrangements were not entered into on an arm's-length basis in such a way as to result in an impermissible reduction in taxes under
applicable PRC laws, rules and regulations, and adjust the income of the VIE in the form of a transfer pricing adjustment. The PRC tax
authorities could effectively disregard the VIE structure, resulting in increased tax liabilities. A transfer pricing adjustment could,
among other things, result in a reduction of expense deductions recorded by the VIE for PRC tax purposes, which could in turn increase
tax liabilities without reducing our tax expenses. In addition, the PRC tax authorities may impose late payment fees and other penalties
on the VIE for the adjusted but unpaid taxes according to the applicable regulations. Our financial position could be materially and adversely
affected if the VIE's tax liabilities increase or if it is required to pay late payment fees and other penalties.

 We conduct our business
through Guangsha by means of Contractual Arrangements. If the PRC courts or administrative authorities determine that these contractual
arrangements do not comply with applicable regulations, we could be subject to severe penalties and our business could be adversely affected.
In addition, changes in such PRC laws and regulations may materially and adversely affect our business.

 There are uncertainties
regarding the interpretation and application of PRC laws, rules and regulations, including the laws, rules and regulations governing the
validity and enforcement of the Contractual Arrangements between Shaanxi HGS and Guangsha. We have been advised by our PRC counsel,
the Shaanxi Jiameng Law Firm, based on their understanding of the current PRC laws, rules and regulations, that (i) the structure for
operating our business in China (including our corporate structure and Contractual Arrangements with Shaanxi HGS, Guangsha and its shareholders)
will not result in any violation of PRC laws or regulations currently in effect; and (ii) the Contractual Arrangements among Shaanxi HGS
and Guangsha and its shareholders governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC
laws or regulations currently in effect. However, there are substantial uncertainties regarding the interpretation and application of
current or future PRC laws and regulations concerning foreign investment in the PRC, and their application to and effect on the legality,
binding effect and enforceability of the contractual arrangements. In particular, we cannot rule out the possibility that PRC regulatory
authorities, courts or arbitral tribunals may in the future adopt a different or contrary interpretation or take a view that is inconsistent
with the opinion of our PRC legal counsel. Therefore, the Contractual Arrangements may be determined by PRC authorities to be inconsistent
with the laws and regulations of the PRC, including those related to foreign investment in certain industries.

 If any of our PRC entities
or their ownership structure or the Contractual Arrangements are determined to be in violation of any existing or future PRC laws, rules
or regulations, or any of our PRC entities fail to obtain or maintain any of the required governmental permits or approvals, the relevant
PRC regulatory authorities would have broad discretion in dealing with such violations, including:

 revoking the business and operating licenses;

 discontinuing or restricting the operations;

 imposing conditions or requirements with which the PRC entities may not be able to comply;

 requiring
us and our PRC entities to restructure the relevant ownership structure or operations, including termination of the contractual arrangements
with the VIE and deregistering the equity pledge of the VIE, which in turn would affect our ability to consolidate, derive economic interests
from, or exert effective control the VIE;

 imposing
fines or confiscating the income from our PRC subsidiaries or the VIE.

 The imposition of any
of these penalties would severely disrupt our ability to conduct business and have a material adverse effect on our financial condition,
results of operations and prospects.

 The shareholders of
the VIE may have actual or potential conflicts of interest with us and as a result may refuse to perform, or may breach, the Contractual
Arrangements, which may materially and adversely affect our business and financial condition.

 The shareholders of the
VIE may have actual or potential conflicts of interest with us. These shareholders may refuse to perform or sign or may breach, or cause
the VIE to breach, or refuse to renew, the existing Contractual Arrangements, which would have a material and adverse effect on our ability
to effectively control the VIE and receive economic benefits from it. As a result, control over, and funds due from, the VIE may be jeopardized
if the shareholders of the VIE breach, or refuse to renew, the Contractual Arrangements. For example, the shareholders may be able to
cause our agreements with the VIE to be performed in a manner adverse to us by, among other things, failing to remit payments due under
the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise any or all of these shareholders
will act in the best interests of our Company or such conflicts will be resolved in our favor. Currently, we do not have any arrangements
to address potential conflicts of interest between these shareholders and our Company. If we cannot resolve any conflict of interest or
dispute between us and these shareholders, we would have to rely on legal proceedings, which could result in disruption of our business
and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

 Any failure by the
VIE or its shareholders to perform their obligations under the Contractual Arrangements, or any unauthorized use of indicia of corporate
power or authority, would have a material adverse effect on our business.

 We refer to the shareholders
of the VIE as its nominee shareholders because although they remain the holders of equity interests on record in the VIE, pursuant to
the terms of the relevant power of attorney, such shareholders have irrevocably authorized the individual appointed by Shaanxi HGS to
exercise their rights as a shareholder of the VIE. If the VIE or its shareholders fail to perform their respective obligations under the
Contractual Arrangements or if any physical instruments, such as chops and seals, or other indicia of corporate power or authority, are
used without our authorization, we may have to incur substantial costs and expend additional resources to seek legal remedies under PRC
laws, including specific performance or injunctive relief, and/or claiming damages, which we cannot assure you will be effective under
PRC laws. For example, if the shareholders of the VIE were to refuse to transfer their equity interest in the VIE to us or our designee
if we exercise the purchase option pursuant to the Contractual Arrangements, or if they were otherwise to act in bad faith toward us,
then we may have to take legal action to compel them to perform their contractual obligations.

 The Contractual Arrangements are governed by PRC laws. Accordingly,
any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other
jurisdictions, such as the U.S. As a result, uncertainties in the PRC legal system could limit our ability to enforce the Contractual
Arrangements or could affect the validity of the Contractual Arrangements, and as a result we may not be able to exert effective control
over the VIE, and our ability to conduct our business may therefore be materially adversely affected.

 Our current corporate
structure and business operations may be affected by the newly enacted Foreign Investment Law.

 On March 15, 2019, the National People's Congress approved the
Foreign Investment Law, which took effect on January 1, 2020. Since it is relatively new, uncertainties exist in relation to its interpretation
and its implementation rules that are yet to be issued. The Foreign Investment Law does not explicitly classify whether variable interest
entities that are controlled through contractual arrangements would be deemed as foreign-invested enterprises if they are ultimately "controlled"
by foreign investors. However, it has a catch-all provision under definition of "foreign investment" that includes investments
made by foreign investors in China through other means as provided by laws, administrative regulations or the State Council of the PRC,
or the State Council. Therefore, it still leaves leeway for future laws, administrative regulations or provisions of the State Council
to provide for contractual arrangements as a form of foreign investment. Therefore, there can be no assurance that our control over the
VIE through contractual arrangements will not be deemed as a foreign investment in the future.

 The Foreign Investment Law grants national treatment to foreign-invested
entities, except for those foreign-invested entities that operate in industries specified as either "restricted" or "prohibited"
from foreign investment in a "negative list". The Foreign Investment Law provides that foreign-invested entities operating
in "restricted" or "prohibited" industries will require market entry clearance and other approvals from relevant
PRC government authorities. If our control over the VIE through contractual arrangements are deemed as foreign investment in the future,
and any business of the VIE is "restricted" or "prohibited" from foreign investment under the "negative
list" effective at the time, we may be deemed to be in violation of the Foreign Investment Law, the contractual arrangements that
allow us to have control over the VIE may be deemed as invalid and illegal, and we may be required to unwind such contractual arrangements
and/or restructure our business operations, any of which may have a material adverse effect on our business operations. In addition,
as the Chinese government has been updating the Negative List in recent years and reducing the sectors prohibited or restricted for foreign
investment, it is probable in the future that, even if the VIE is identified as a FIE, it is still allowed to acquire or hold equity of
enterprises in sectors currently prohibited or restricted for foreign investment.

 Furthermore, the PRC
Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment
may maintain their structure and corporate governance within five years after the implementing of the PRC Foreign Investment Law.

 In addition, the PRC
Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in the PRC, including,
among others, that a foreign investor may freely transfer into or out of China, in Renminbi or a foreign currency, its contributions,
profits, capital gains, income from disposition of assets, royalties of intellectual property rights, indemnity or compensation lawfully
acquired, and income from liquidation, among others, within China; local governments shall abide by their commitments to the foreign investors;
governments at all levels and their departments shall enact local normative documents concerning foreign investment in compliance with
laws and regulations and shall not impair legitimate rights and interests, impose additional obligations onto FIEs, set market access
restrictions and exit conditions, or intervene with the normal production and operation activities of FIEs; except for special circumstances,
in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriation
or requisition of the investment of foreign investors is prohibited; and mandatory technology transfer is prohibited.

 Notwithstanding the above,
the PRC Foreign Investment Law stipulates that foreign investment includes "foreign investors invest through any other methods under
laws, administrative regulations or provisions prescribed by the State Council". Therefore, there are possibilities that future
laws, administrative regulations or provisions prescribed by the State Council may regard contractual arrangements as a form of foreign
investment, and then whether our contractual arrangement will be recognized as a foreign investment, whether our contractual arrangement
will be deemed to be in violation of the foreign investment access requirements and how the above-mentioned contractual arrangement will
be handled are uncertain.

 The
Chinese government may exercise significant oversight influence over the manner in which we must conduct our business activities.
We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges, however, if the VIE or the holding
company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges,
we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors.

 The Chinese government has exercised and continues to exercise substantial
control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate through the
VIE in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land
use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or
interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with
such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support
recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic
policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest
ourselves of any interest we then hold in Chinese properties.

 For example, the Chinese
cybersecurity regulator announced on July 2021 that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later
ordered that the company's app was removed from smartphone app stores. On July 24, 2021, the General Office of the Communist Party
of China Central Committee and the General Office of the State Council jointly released the Guidelines for Further Easing the Burden of
Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which foreign investment in
such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from this sector.

 We believe that our operations
in China are in material compliance with all applicable legal and regulatory requirements. However, the Company's business
segments may be subject to various government and regulatory interference in the provinces in which they operate. The Company could be
subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions.
The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure
to comply, and such compliance or any associated inquiries or investigations or any other government actions may:

 delay or impede our development;

 result in negative publicity or increase the Company's operating costs;

 require significant management time and attention; and

 Furthermore, it is uncertain
when and whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and
even when such permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain
permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S.
exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its
business or industry, which could result in a material adverse change in the value of our securities, potentially rendering it worthless.
As a result, both you and us face uncertainty about future actions by the PRC government that could significantly affect our ability to
offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

 If any of our affiliated
entities becomes the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy assets held by such entity,
which could materially and adversely affect our business, financial condition and results of operations.

 We currently conduct our operations in China through our Contractual
Arrangements. As part of these arrangements, substantially all of our assets that are significant to the operation of our business are
held by the VIE. If the becomes bankrupt and all or part of its become subject to liens or rights of third-party creditors, we may be
unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition
and results of operations. In addition, if any of our affiliated entities undergoes a voluntary or involuntary liquidation proceeding,
its equity owner or unrelated third-party creditors may claim rights relating to some or all of these assets, which would hinder our ability
to operate our business and could materially and adversely affect our business, our ability to generate revenue and the market price of
our common stock.

 Risks Relating to our Securities

 We have never paid cash dividends and are
not likely to do so in the foreseeable future.

 We have never declared
or paid any cash dividends on our common stock. We currently intend to retain any future earnings for use in the operation and expansion
of our business. We do not expect to pay any cash dividends in the foreseeable future but will review this policy as circumstances dictate.

 We may be subject
to the penny stock rules which will make the 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 $1.00 per share. Penny
stocks generally are equity securities with a price of less than $1.00. 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.

 On June 21, 2019,
the "Company received a letter from the Listing Qualifications staff of The Nasdaq Stock Market ("Nasdaq") notifying
the Company that it is no longer in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market.
Nasdaq Listing Rule 5550(a)(2) requires listed companies to maintain a minimum bid price of $1.00 per share. The letter noted
that the bid price of the Company's common stock was below $1.00 for the 30-day period ending June 20, 2019. The notification
letter has no immediate effect on the Company's listing on the Nasdaq Capital Market. Nasdaq has provided the Company with 180 days,
or until January 14, 2020, to regain compliance with the minimum bid price requirement by having a closing bid price of at least
$1.00 per share for a minimum of 10 consecutive business days. On December 19, 2019, Nasdaq determined that the Company is eligible
for an additional 180 calendar day period, or until June 15, 2020, to regain compliance. Given the extraordinary market conditions
caused by COVID-19, Nasdaq has determined to toll the compliance periods for bid price and market value of publicly held shares requirements
through June 30, 2020. In that regard, on April 16, 2020, Nasdaq filed an immediately effective rule change with the Securities
and Exchange Commission. Accordingly, the Company had until August 31, 2020, to regain compliance. On November 2, 2020, NASDAQ
advised the Company that so long as it remains in compliance with NASDAQ continued listing standards until March 1, 2021, NASDAQ would
grant the Company continued listing on NASDAQ. Should the company fail to demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) by
that date, the Panel will issue a final delist determination and the Company will be suspended from trading on The Nasdaq Stock Market.
The Company maintained compliance through March 1, 2021.

 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.

 Our shares of common
stock are very thinly traded, and the price if traded may not reflect our value. There can be no assurance that there will be an active
market for our shares of common stock either now or in the future.

 Our shares of common
stock are very thinly traded, and the price if traded may not reflect our value. There can be no assurance that there will be an active
market for our shares of common stock either now or in the future. The market liquidity will be dependent on the perception of our operating
business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that
there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price
that reflects the value of our business. If a more active market should develop, the price may be highly volatile. Because there may be
a low price for our shares of common stock, many brokerage firms may not be willing to effect transactions in the securities. Even if
an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions,
transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit
the use of such shares of common stock as collateral for any loans.

 In addition, the securities
markets have from time to time experienced price and volume fluctuations that are not related to the operating performance of particular
companies. As a result, to the extent shareholders sell our shares in a negative market fluctuation, they may not receive a price per
share that is based solely upon our business performance. We cannot guarantee that shareholders will not lose some or all of their investment
in our common stock.

 Currently, we are
listed on the NASDAQ Capital Market. If our financial condition deteriorates, we may not meet continued listing standards on the NASDAQ
Capital Market.

 The NASDAQ Capital Market
requires companies to fulfill specific requirements in order for their shares to continue to be listed. In order to qualify for continued
listing on the NASDAQ Capital Market, we must meet the following criteria:

 Our stockholders' equity must be at least $2,500,000; or the market value of our listed securities must be at least $35,000,000; or our net income from continuing operations in our last fiscal year (or two of the last three fiscal years) must have been at least $500,000;

 The market value of our publicly held shares must be at least $1,000,000;

 The minimum bid price for our shares must be at least $1.00 per share;

 We must have at least 300 stockholders;

 We must have at least 500,000 publicly held shares;

 We must have at least 2 market makers; and

 We must have adopted NASDAQ-mandated corporate governance measures, including a board of directors comprised of a majority of independent directors, an Audit Committee comprised solely of independent directors and the adoption of a code of ethics among other items.

 Current, we are listed
on the NASDAQ Capital Market, but if we are delisted from the NASDAQ Capital Market at some later date, our stockholders could find it
difficult to sell our shares. In addition, if our common stock is delisted from the NASDAQ Capital Market at some later date, we may apply
to have our common stock quoted on the Bulletin Board or in the "pink sheets" maintained by the National Quotation Bureau,
Inc. The Bulletin Board and the "pink sheets" are generally considered to be less efficient markets than the NASDAQ Capital
Market. In addition, if our common stock is not so listed or are delisted at some later date, our common stock may be subject to the "penny
stock" regulations. These rules impose additional sales practice requirements on broker-dealers that sell low-priced securities
to persons other than established customers and institutional accredited investors and require the delivery of a disclosure schedule explaining
the nature and risks of the penny stock market. As a result, the ability or willingness of broker-dealers to sell or make a market in
our common stock might decline. If our common stock is delisted from the NASDAQ Capital Market at some later date or become subject to
the penny stock regulations, it is likely that the price of our shares would decline and that our stockholders would find it difficult
to sell their shares.

 The requirements of
being a public company may strain our resources and divert management's attention, which could have a material adverse effect on
our business.

 As a public company,
we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley
Act, the Dodd-Frank Act, the listing requirements of the securities exchange on which we list, and other applicable securities rules and
regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase
our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems
and resources. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our
business and operating results.

 As a result of disclosure
of information in this annual report and in filings required of a public company, our business and financial condition will become more
visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims
are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved
in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely
affect our business, brand and reputation and results of operations.

 The obligation to
disclose information publicly may put us at a disadvantage to competitors that are private companies which could have an adverse effect
on our results of operations.

 We are a reporting company
in the United States. As a reporting company, we are required to file periodic reports with the Securities and Exchange Commission upon
the occurrence of matters that are material to our Company and stockholders. In some cases, we are required to disclose material agreements
or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access
to this information, which would otherwise be confidential. This may give them advantages in competing with our Company. Similarly, as
a U.S.-listed public company, we are governed by U.S. laws that our competitors, which are mostly private Chinese companies, are not required
to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, this
could affect our results of operations.

 Securities analysts
may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price
or trading volume to decline.

 The trading market will
be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We do
not control these analysts. As we are a reporting company in the United States, we may attract research coverage and the analysts who
publish information about our common stock will have had relatively little experience with us or our industry, which could affect their
ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. In the event we obtain
securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research or issue an adverse
opinion regarding our stock price, our stock price could decline. If one or more of these analysts cease coverage of us or fail to publish
reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to
decline and result in the loss of all or a part of your investment in us.

 ITEM 1B. Unresolved Staff Comments

 None.

 ITEM 2. Properties

 The Company's principal
administrative, sales, and marketing facilities are located at 6 Xinghan Road, 19th Floor, Hanzhong City, Shaanxi Province. The Company
built the office building in which its headquarters are located and owns the floor that houses its headquarters. In addition, the Company
also owns a sales office in Yang County. See Item 1. Business — Overview.

 ITEM 3. Legal Proceedings

 There are 112 on-going
legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or
has a material interest adverse to the Company. Some of the Company's property is the subject of on-going legal proceedings.

 1)

 Dispute of labor services contracts between WangCang County Lexin Labor Services Co. Ltd (WangCang), Xi'an branch office of Zhejiang Hongcheng Construction Group Co. Ltd. (Hongcheng) and Shaanxi Guangxia Investment Development Group Co., Ltd (Guangxia). The court judgement pronounced that Guangxia was not responsible, but after WangCang applying enforcement of lawsuit execution, Guangxia was debtors to Hongcheng. The Intermediate People's Court of Hanzhong City sent letters requiring Guangxia to assist in executing and fulfilling mature liabilities. Guangxia was appended as party subject to enforcement later. During the period when WangCang substituted execution, Guangxia provided real estate for the court to sequestrate and auction. Afterwards, WangCang sued for the same case at the People's court of HanTai District, requesting that Guangxia assumed responsibilities within the range of unpaid project funds. the court decided that Guangxia assumed responsibilities for the principal of WangCang' project funds within the range of its unpaid project funds to Hongcheng, This case concurrently entered the execution procedure. As the subject matter of the above lawsuits coincided, Hongcheng also has applied enforcement with the Intermediate People's Court of Hanzhong city to sequestrate enough real estate of Guangxia. Guangxia proposed objection to execution to the Intermediate People's Court of Hanzhong city, requiring to terminate the petition to execute by WangCang and to unfreeze the sequestration of real estate. WangCang' execution constitutes duplicate execution, and continuing its substituted execution was unjustifiable from law standpoint. At of November 17, 2023, the Intermediate People's Court of Hanzhong city has held hearing and has not arrived at any effective verdict. As of September 30, 2023, unpaid principal was RMB 24 million ($3.3 million) and unpaid interest accrual was included in the following case 2.

 2)

 Execution of dispute over projects construction contracts between Zhejiang Hongcheng Construction Group Co. Ltd (Hongcheng) and Shaanxi Guangxia Investment Development Group Co., Ltd (Guangxia). Guangxia proposed objection to execution to the Intermediate People's Court of Hanzhong city, As Guangxia and Hongcheng both have lawsuit execution against each other, Guangxia has fulfilled execution payments to some executors who assisted and the three lawsuits in which Guangxia prosecuted Hongcheng for construction contracts disputes have not been ruled by the court that involving around RMB 60 million ($8.3 million), therefore, whether Guangxia Co owes should be confirmed after all lawsuits are judged effectively and the two parties reconciled with each other's accounting books. As of September 30, 2023, RMB 6.33 million ($0.87 million) has been paid, unpaid balance was RMB53.68 million ($7.38 million), plus the interests accrual in RMB2,33 million ($0.32 million) in fiscal 2023, accumulated principle and interest totaled in RMB67.01 million ($9.22 million) as at September 30, 2023.

 3)
 Disputes over leasing contracts between Hantai District Community
Center Hanzhong Urban Counsel and Shaanxi Guangsha Investment Development Group Co., Ltd, was in execution stage at present. As the implementation
of project cooperated with the government of HanTai district to renovate housing units in run-down areas, it has been suspended, the
fund should be assumed by the government of HanTai district. Guangxia can recover from the government of HanTai district after assuming.
As of September 30, 2023, unpaid principal was RMB0.77 million ($0.11 million) and interest was RMB0.17 million ($0.02 million), plus
the interest accrual in RMB0.06 million ($0.008 million) in fiscal 2023, accumulated principle and interest totaled in RMB0.99 million
($0.14 million) as at September 30, 2023.

 4)
 Disputes over construction contracts between Shaanxi Tangxin
Fire-Fighting Safety Engineering Co., Ltd and Shaanxi Guangxia Investment Development Group Co., Ltd, the two parties mediated and wound
up. The execution of this lawsuit has been concluded. As of September 30, 2023, unpaid principal was RMB0.91 million ($0.13 million)
plus the interests accrual in RMB0.04 million ($0.005 million) in fiscal 2023, accumulated principle and interest totaled in RMB0.95
million ($0.13 million) as at September 30, 2023.

 ITEM 4. Mine
Safety Disclosure

 Not applicable.

 Item 5. Market For Registrant's
Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities

 Market
Information

 Our common stock is currently
quoted on the NASDAQ Capital Market under the symbol "GGE." Between September 13, 2010 and July 19, 2012, our common
stock was quoted on the NASDAQ Global Market under the symbol "HGSH." Prior to our listing on the NASDAQ Global Market, our
common stock was quoted on the OTC Bulletin Board under the symbol "CAHS." The following table sets forth the high and low
sale prices for the Company's common stock for the periods indicated.

 FISCAL 2023

 High

 Low

 1st Quarter Ended December 31, 2022

 $
 3.77

 $
 0.66

 2nd Quarter Ended March 31,2023

 $
 3.11

 $
 2.00

 3rd Quarter Ended June 30, 2023

 $
 2.95

 $
 2.09

 4th Quarter Ended September 30, 2023

 $
 2.25

 $
 0.80

 FISCAL 2022

 High

 Low

 1st Quarter Ended December 31, 2021

 $
 2.06

 $
 1.97

 2nd Quarter Ended March 31,2022

 $
 3.20

 $
 2.91

 3rd Quarter Ended June 30, 2022

 $
 1.51

 $
 1.41

 4th Quarter Ended September 30, 2022

 $
 1.21

 $
 1.05

 Holders

 According to the records
of our transfer agent, the Company had 291 stockholders of record as of September 30, 2023.

 Dividends

 All of our assets are
located within the PRC. Under the laws of the PRC governing foreign invested enterprises, dividend distributions and liquidating distributions
are allowed but subject to special procedures under relevant rules and regulations. Any dividend payment is subject to the approval
of the Board of Directors and subject to foreign exchange rules governing such repatriation. Any liquidating distribution is subject
to both the relevant government agency's approval and supervision, as well as foreign exchange controls.

 We have never declared
or paid any cash dividends on our common stock and we do not expect to pay any cash dividends in the foreseeable future. We expect to
retain any earnings to support operations and to finance the growth and development of our business. Any future determination
relating to our dividend policy will be made at the discretion of our Board of Directors and will depend on a number of factors, including
future earnings, capital requirements, financial conditions and future prospects and other factors the Board of Directors may deem relevant. The
payment of dividends from our subsidiaries to our parent company is subject to restrictions including primarily the restriction that foreign
invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business
after providing valid commercial documents.

 PRC regulations restrict
the ability of our PRC subsidiary to make dividends and other payments to its offshore parent company. PRC legal restrictions permit
payments of dividends by our PRC subsidiary only out of its accumulated after-tax profits, if any, determined in accordance with PRC accounting
standards and regulations. Our PRC subsidiary is also required under PRC laws and regulations to allocate at least 10% of its annual
after-tax profits determined in accordance with PRC GAAP to a statutory general reserve fund until the amounts in said fund reaches 50%
of its registered capital. Allocations to this statutory reserve fund can only be used for specific purposes and are not transferable
to us in the form of loans, advances or cash dividends. Any limitations on the ability of our PRC subsidiary to transfer funds to us could
materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends
and otherwise fund and conduct our business.

 Equity Compensation Plan Information

 See "Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" for disclosure regarding our equity compensation
plan.

 Purchase of Equity Securities by Our Company
and Affiliated Purchases

 None.

 Recent Sales of Unregistered Securities

 During the fiscal years
ended September 30, 2023 and 2022, we did not have sales of unregistered securities other than those already disclosed in the quarterly
reports on Form 10-Q in the fiscal years 2023 and 2022 and current reports on Form 8-K.

 Item 6. [Reserved]

 Not applicable.

 Item 7. Management's Discussion
and Analysis of Financial Conditions and Results of Operations.

 The following discussion
and analysis of financial condition and results of operations relates to the operations and financial condition reported in the financial
statements of Green Giant Inc. for the fiscal years ended September 30, 2023 and 2022 and should be read in conjunction with such financial
statements and related notes included in this report.

 Preliminary Note Regarding Forward-Looking
Statements.

 We make forward-looking
statements in Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report
based on the beliefs and assumptions of our management and on information currently available to us. Forward-looking statements include
information about our possible or assumed future results of operations which follow under the headings "Business and Overview,"
"Liquidity and Capital Resources," and other statements throughout this report preceded by, followed by or that include the
words "believes," "expects," "anticipates," "intends," "plans," "estimates"
or similar expressions.

 Forward-looking statements
are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed in these
forward-looking statements, including the risks and uncertainties described below and other factors we describe from time to time in our
periodic filings with the SEC. We therefore caution you not to rely unduly on any forward-looking statements. The forward-looking statements
in this report speak only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statement,
whether as a result of new information, future developments or otherwise. These forward-looking statements include, among other things,
statements relating to:

 our
ability to sustain our project development

 our
ability to obtain additional land use rights at favorable prices;

 the
market for real estate in Tier 3 and 4 cities and counties;

 our
ability to obtain additional capital in future years to fund our planned expansion; or

 economic,
political, regulatory, legal and foreign exchange risks associated with our operations.

 Our Business Overview

 The Company currently
operates in two segments, the real estate development business and green energy business. The Company engages in real estate development
through the VIE, Guangsha, in mainland China, and is transitioning itself from its real estate development business to a new energy corporation.

 Currently, we are operating
in Hanzhong, a prefecture-level city in Shaanxi Province, and Yang County, a county in Hanzhong. Our management has been focused on expanding
our business in Tier 3 and Tier 4 cities and counties in China that we strategically select based on population and urbanization growth
rates, general economic conditions and growth rates, income and purchasing power of resident consumers, anticipated demand for private
residential properties, availability of future land supply and land prices, and governmental urban planning and development policies.
Initially, these Tier 3 and Tier 4 cities and counties will be located in the Shaanxi province, China. We utilize a standardized and scalable
model that emphasizes rapid asset turnover, efficient capital management and strict cost control. We plan to expand into strategically
selected Tier 3 and Tier 4 cities and counties with real estate development potential in Shaanxi Province, and expect to benefit from
rising demand for residential housing as a result of increasing income levels of consumers and growing populations in these cities and
counties due to urbanization.

 In September 2020, the
Company started land leveling and construction process for the Oriental Garden Phase II and Liangzhou Mansion real estate properties in
the Liangzhou Road related projects. The Company started the construction of the Liangzhou Road related projects, which consist of residential
buildings, office buildings and a commercial plaza, after the approval by the local government of the road. Upon completion, the Liangzhou
Road related projects will become a new city center of Hanzhong city.

 Since November 2022, the Company started to explore the possibility
of entering into the green energy sector in the U.S. As the usage of electric vehicles and other battery-powered technologies surges,
the demand for batteries correspondingly rises. This growth cycle presents both a challenge and an opportunity when these batteries reach
their end-of-life stage. Our solution to this challenge lies in our innovative battery recycling process. We have been searching for a
warehouse for our battery recycling production. During the recycling process, valuable metal such as lithium, nickel, and cobalt are extracted
from the used batteries. These metals are then converted into lead ingots and blocks. The global market for these metals is dynamic, with
prices fluctuating in response to the constantly changing supply and demand. We have started trading metal, the end-product of battery
recycling, in April 2023, to leverage the fluctuation in their prices. The Company recorded $0.79 million revenue from the green
energy segment for the fiscal year ended September 30, 2023.

 The
Company is planning to enter the medical industry through selling medical devices like vitro short-wave radiometer, high-pressure syringe
and related consumables. In the future, it also plans to sell high-end medical equipment including gamma knife and apparatus for kidney.

 For
the fiscal year of 2023, our sales and net loss were approximately $1.5 million and
$110.1 million, representing a decrease of approximately 83.0% and
an increase of 1.8% from fiscal 2022, respectively. The year-over-year decrease was mainly caused by the following reasons: 1) The
macro-control of the real estate market by the Chinese government, mainly suppressed in the past 12 months; 2) China's
economic downturn due to repeated epidemic; 3) Lower disposable income resulted in the decreased demand for housing; 4) The Company
is a real estate developer in the third and fourth tier cities in China, the decline in house prices is especially obvious than that
in the first tier and second tier cities. For th e fiscal year of 2023, our average selling price ("ASP") for
real estate projects located in Yang County was approximately $643per square meter, increased from
ASP of $524 per square meter in fiscal 2022 due to less commercial units sold in Yangzhou Palace during fiscal
2023.

 Recent Developments

 Sales Agreement

 On March 23, 2023, Green
Giant Energy Texas Inc. ("Green Giant Energy"), an indirect wholly owned subsidiary of Green Giant Inc., entered into a sales
contract with AGR Enterprises Inc. ("AGR"), pursuant to which Green Giant Energy agreed to purchase, and AGR agreed to sell
to Green Giant Energy, 80 MT Zorba Scrap, with the unit price of $1,930 per MT.

 Termination and Settlement Agreement with
Spartan Capital Securities LLC

 On June 15, 2023, the Company and Spartan Capital
Securities LLC ("Spartan") entered into certain financial advisory agreement (the "Financial Advisory Agreement"),
pursuant to which Spartan will serve as the exclusive lead underwriter, financial advisor, deal manager, sole book running manager, placement
agent and/or investment banker for the Company in connection with any public or private offerings and debt offering, including all equity
linked financings and any financing during the term of the Financial Advisory Agreement.

 On December 5, 2023, the Company entered into
certain termination and settlement agreement with Spartan (the "Termination Agreement"), pursuant to which Spartan agreed
to waive all claims and liabilities against the Company in connection with the Financial Advisory Agreement for a one-time lump sum payment
of the greater of (i) 1.50% of the gross proceeds raised in this offering and (ii) $75,000 (the "Settlement Payment").

 Registered Offering

 On December 12, 2023,
the Company entered into certain securities purchase agreement (the "Purchase Agreement") with certain non-affiliated institutional
investors (the "Purchasers") pursuant to which the Company agreed to sell 21,470,585 common units (each, a "Common Unit",
collectively, the "Common Units"), each consisting of one share of common stock, $0.001 par value per share (the "Common
Stock"), one Class A common warrant to purchase one share of Common Stock (each, a "Class A Warrant" and collectively,
the "Class A Warrants") and one Class B common warrant to purchase one share of Common Stock (each, a "Class B Warrant"
and collectively, the "Class B Warrants") at a purchase price of $0.17 per Common Unit, and 13,529,415 pre-funded units (each,
a "Pre-Funded Unit", collectively, the "Pre-Funded Units"), each consisting of one pre-funded warrant to purchase
one share of Common Stock (each, a "Pre-Funded Warrant") and collectively, the "Pre-Funded Warrants"), one Class
A Warrant, and one Class B Warrant in a registered offering (the "Offering"), for gross proceeds of approximately $5.95 million.
The purchase price for each Common Unit is $0.17. The purchase price for each Pre-Funded Unit is $0.1699. The Offering closed on December
14, 2023.

 Market Outlook

 On November 11, 2022
the People's Bank of China and the China Banking and Insurance Regulatory Commission issued "Yin Fa [2022] No. 254 "Notice
on Supporting the Stable and Healthy Development of the Real Estate Market" to support the stable and healthy development of the
real estate market.

 On November 14, 2022
China Banking and Insurance Regulatory Commission, the Ministry of Housing and Urban-Rural Development and the Central Bank issued the
"Notice on the Relevant Work of Commercial Banks Issuing letters of Guarantee to Replace the Pre-sale Supervision Funds" (the
"Pre-sale Supervision Funds Notice"). Commercial banks' house related credit business is expected to expand. The "Financial
Support for Real Estate Notice" issued sixteen measures to generate power at both supply and demand ends, it further clarifies the
support policies for housing credit. Many policies have been implemented at the document system level for the first time, or will push
banks to increase their support for the real estate market. It is expected to positively affect the conservative attitude of commercial
banks to intervene in the development of loan market and support the increasing demand from home buyers for mortgage loans.

 According to China Galaxy Securities Research Report dated October
25, 2023, the sixth session of China's 14th National People's Congress Standing Committee voted and passed resolutions on incremental
issuance of treasury bonds by the state council and adjustment scheme of central government's 2023 budget. The central finance will
additionally issue 1 trillion treasury bonds of 2023 in the fourth quarter 2023, and all of the treasury bonds issued will be arranged
to local governments through transfer payments. This will generate impacts to economy in following aspects: to assist reconstruction
of disaster areas and economic resurgence, and will directly drive investment growth in local infrastructure, the directions concentrated
on drainage and flood control projects and farmland construction related to water conservancy engineering.

 According to CNR Cultural Media dated November 23, 2023, responsible
officer from the ministry of finance stated that according to plan of the State Council and related work arrangement, part of
increased 2024 debt limit of local governments was released in advance, to reasonably guarantee local financing need. The institutions
predicted that the limit approved in advance may exceed 2.7 trillion and may continue to tilt towards east region in good fiscal condition.
From the usage of special debit published by ministry of finance, fields of livelihood services, transportation infrastructure, infrastructure
for municipal administration and Industrial Park, agriculture, forestry, and water conservancy accounted for 64.9% 23.8% 6.0%
and 3.6% respectively.

 The Company intends to
remain focused on our existing construction projects in Hanzhong City and Yang County, deepening our institutional sales network, enhancing
our cost and operational synergies and improving cash flows and strengthening our balance sheet.

 The Company started the
construction of the Liangzhou Road related projects after the approval by the local government of the road. These projects comprise residential
for end-users and upgraders, shopping malls as well as serviced apartments and offices to satisfy different market demands.

 In December 2019, a novel
strain of coronavirus (COVID-19) surfaced. COVID-19 has spread rapidly to many parts of the PRC and other parts of the world in the first
quarter of 2020, which has caused significant volatility in the PRC and international markets. There is significant uncertainty around
the breadth and duration of business disruptions related to COVID-19, as well as its impact on the PRC and international economies. For
the year ended September 30, 2022, the COVID-19 pandemic did not have did have a material net impact on the Company's financial
position and operating results, especially Yang County which is operation was shut down. On and off from August 2022 onwards The extent
of the impact on the Company's future financial results will be dependent on future developments such as the length and severity
of the crisis, the potential resurgence of the pandemic, future government actions in response to the pandemic and the overall impact
of the COVID-19 pandemic on the local economy and real estate markets, among many other factors, all of which remain highly uncertain
and unpredictable. Given this uncertainty, the Company is currently unable to quantify the future impact of the COVID-19 pandemic on its
future operations, financial condition, liquidity and results of operations if the current situation continues.

 Liangzhou road related projects

 In September 2013, the
Company entered into an agreement ("Liangzhou Agreement") with the Hanzhong local government on the Liangzhou Road reformation
and expansion project ("Liangzhou Road Project"). Pursuant to the Liangzhou Agreement, the Company was contracted to reform
and expand the Liangzhou Road, a commercial street in downtown Hanzhong City, with a total length of 2,080 meters and width of 30 meters
and to resettle the existing residents in the Liangzhou Road area. The government's original road construction budget was approximately
$33million in accordance with the Liangzhou Agreement. The Company, in return, is being compensated by the local government to have an
exclusive right on acquiring at least 394.5 Mu (approximately 65 acres) land use rights in a specified residential zone of Hanzhong City.
The Liangzhou Road Project's road construction started at the end of 2013. In 2014, the original scope and budget on the Liangzhou
Road reformation and expansion project was extended, because the local government included more area and resettlement residences into
the project, which resulted in additional investments from the Company. In return, the Company was authorized by the local government
to develop and manage the commercial and residential properties surrounding the Liangzhou Road project.

 As of September 30, 2023,
the actual costs incurred by the Company were approximately $ 172.3 million (September 30, 2022 - 173.3 million). The Liangzhou
Road related projects mainly consists of Oriental Garden Phase II, Liangzhou Mansion and Pearl Commercial Plaza surrounding the Liangzhou
road area:

 Oriental Garden Phase II

 Oriental Garden Phase
II project is planned to consist of 8 high-rise residential buildings and 6 commercial buildings with total planned GFA of 370,298 square
meters. The project will also include a farmer's market.

 Liangzhou Mansion

 Liangzhou Mansion project is planned to consist
 of 7 high-rise building and commercial shops on the first floor with total planned GFA of 160,000 square meters.

 Pearl Commercial Plaza

 Pearl Commercial Plaza is planned to consist one
 office building, one service apartment (or hotel), classical architecture style of Chinese traditional houses and shopping malls with
 total planned GFA of 124,191 square meters.

 The Company plans to
start these three real estate projects after the road construction passes the local government's inspection and approval.
These related projects may take 2-3 years to be fully completed.

 Road Construction

 Other road construction
projects mainly included the Yang County East 2nd Ring Road construction project. The Company was engaged by the Yang County local government
to construct the East 2nd Ring Road with a total length of 2.15 km. The local government is required to repay the Company's project
investment costs within 3 years after completion of the project with interest at the interest rate based on the commercial borrowing rate
with the similar term published by the China Construction Bank (which as of September 30, 2022 –was 4.75%). The local government's
repayment could be used by the Company to reduce local surcharges or taxes otherwise required in the real estate development. The road
construction was substantially completed as of September 30, 2021 and is in the process of government review and approval. For
the year ended September 30, 2023, the Company received local government' installment payments of approximately $2.1 million
and the final payment approximately of $4.4 million is pending the local government's approval. The installment received was
included in the Company's customer deposits as of September 30, 2022.

 In September 2012, the
Company was approved by the Hanzhong local government to construct four municipal roads with a total length of approximately
1,192 meters. The project was deferred and then restarted during the quarter ended March 31, 2014. As
of September 30, 2023, the local government was still in the process of assessing the budget for these projects, which is expected
to be completed in fiscal year of 2024.

 Under development:

 Estimated Completion time of construction

 Hanzhong City Hanfeng Beiyuan East Road

 The road construction was substantially completed and is pending local government's acceptance.

 Hanzhong City Liangzhou Road related projects

 The road construction was substantially completed and is pending local government's acceptance.

 Hanzhong City Beidajie project

 Under planning stage and waiting for local government's zoning plan

 Yang County East 2 nd Ring Road

 The road construction was substantially completed and is pending local government's acceptance.

 RESULTS OF OPERATIONS

 Year ended September 30, 2023 as compared
to year ended September 30, 2022

 Revenues

 We derive our revenues
from three operating segments, (i) real estate sales and (ii) battery recycling. The following table sets forth our revenues by segment
and as a percentage of total revenues for the periods indicated:

 For the Years Ended September 30,

 2023

 2022

 %

 %

 %

 Real estate sales

 $
 993,954

 48.9
 %

 $

 100.0
 %

 $
 (8,583,451
)

 (91.7
)%

 Sales tax

 (239,356
)

 (505,652
)

 266,296

 Battery recycling

 51.1
 %

 —

 —
 %

 100.0
 %

 Total revenues

 $
 1,543,180

 %

 $
 9,071,753

 100.0
 %

 $
 (7,528,573
)

 (83.0
)%

 We generate more than
half of our revenues from real estate sales in fiscal 2023. We also generate revenues from the sale of battery recycling which contributed
51.1% of our total revenues in fiscal 2023, there were no such revenues in fiscal 2022.The following table summarizes our revenue generated
by different real estate projects:

 For the Years Ended September 30,

 2023

 2022

 %

 %

 %

 Projects:

 Yangzhou Pearl Garden Phase I and II

 $
 8,777

 0.9
 %

 $
 —

 —
 %

 $
 8,777

 100.0
 %

 —

 —
 %

 810,220

 8.5
 %

 (810,220
)

 (100.0
)%

 Nanyuan II Project

 —

 —
 %

 —

 —
 %

 —

 —
 %

 Mingzhu Garden (Nanyuan and Beiyuan) Phase I and II

 4,996

 0.5
 %

 1,063,278

 11.1
 %

 (1,058,282
)

 (99.5
)%

 Yangzhou Palace

 980,181

 98.6
 %

 7,703,907

 80.4
 %

 (6,723,726
)

 (87.3
)%

 Total Revenue

 993,954

 100.0
 %

 100.0
 %

 (8,583,451
)

 (89.6
)%

 Sales Tax

 (239,356
)

 —

 (505,652
)

 —

 266,296

 (52.7
)%

 Revenue net of sales tax

 $
 754,598

 $
 9,071,753

 $
 (8,317,155
)

 (91.7
)%

 Real estate revenue is derived from the sale
of residential buildings, commercial store-fronts and parking spaces in projects that we have developed. Compared to last year, revenues
before sales tax decreased by $8.6 million to approximately $1.0 million for the year ended September 30, 2023. The total GFA sold for
the remaining real estate projects during the year September 30, 2023 and 2022 was 1,538 square meters and 16,182 square meters, respectively.
The sales tax for the years ended September 30, 2023 was approximately $0.2 million, decreased by 52.7% from fiscal 2022, consistent with
the revenue decrease in fiscal 2023.

 The year-over-year decrease
in revenue was mainly caused by the following reasons: 1) The macro-control of the real estate market by the Chinese government, mainly
suppressed in the past 12 months; 2) China's economic downturn due to recurring epidemic; 3) Lower disposable income resulted in the decreased
demand for housing.

 Cost of Revenues

 The following table sets
forth our cost of revenues by segment and as a percentage of total cost of revenues for the periods indicated:

 For the Years Ended September 30,

 2023

 2022

 %

 %

 %

 Cost of Real estate sales

 $
 796,623

 50.5
 %

 $
 5,489,411

 100.0
 %

 $
 (4,692,788
)

 (85.5
)%

 Cost of Battery recycling

 781,173

 49.5
 %

 —

 —
 %

 781,173

 100.0
 %

 Total cost of revenues

 $
 1,577,796

 100.0
 %

 $
 5,489,411

 100.0
 %

 $
 (3,911,615
)

 (71.3
)%

 The following table
sets forth a breakdown of cost of real estate.

 For the Years Ended September 30,

 2023

 2022

 Cost

 Percentage

 Cost

 Percentage

 %

 Land use rights

 $
 80,282

 10.1
 %

 $
 582,548

 10.6
 %

 $
 (502,266
)

 (86.2
)%

 Construction costs

 716,341

 89.9
 %

 4,906,863

 89.4
 %

 (4,190,522
)

 (85.4
)%

 Total

 $
 796,623

 100.0
 %

 $
 5,489,411

 100.0
 %

 $
 (4,692,788
)

 (85.5
)%

 Our cost of sales consists
primarily of costs associated with land use rights and construction costs. Cost of sales are capitalized and allocated to development
projects using a specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales
area of units to the estimated total sales area of the project or phase of the project times the total cost of the project or phase of
the project.

 Cost of sales was approximately
$0.8 million for the year ended September 30, 2023 compared to $5.5 million for last year. It was mainly attributable to limited GFA sold
for the year ended September 30, 2023.

 Land use rights cost: The
cost of land use rights includes the land premium we pay to acquire land use rights for our property development sites, plus taxes. Our
land use rights cost varies for different projects according to the size and location of the site and the minimum land premium set for
the site, all of which are influenced by government policies, as well as prevailing market conditions. Costs for land use rights for the
year ended September 30, 2023 were approximately $0.1 million, as compared to approximately $0.6 million for fiscal 2022, representing
an decrease of approximately $0.5 million from the same period of last year. The decrease was consistent with the fact that total GFA
sold in fiscal 2023 was significantly decreased from previous year.

 Construction cost: We
outsource the construction of all of our projects to third party contractors, whom we select through a competitive tender process. Our
construction contracts provide a fixed payment which covers substantially all labor, materials and equipment costs, subject to adjustments
for some types of excess, such as design changes during construction or changes in government-suggested steel prices. Our construction
costs consist primarily of the payments to our third-party contractors, which are paid over the construction period based on specified
milestones. In addition, we purchase and supply a limited range of fittings and equipment, including elevators, window frames and door
frames. Our construction costs for the year ended September 30, 2023 were approximately $0.7 million as compared to approximately $4.9
million for last year, representing a decrease of approximately $4.2 million. The decrease in construction cost was due to less real
estate property units sold during fiscal 2023.

 The following table
sets forth the gross profit and gross margin by segment:

 For the Year Ended September 30

 2023

 2022

 Gross

 Gross

 Gross

 Gross

 Profit

 Margin

 Profit

 Margin

 %

 Real estate

 $
 (42,025
)

 (4.2
)%

 $
 3,582,342

 37.4
 %

 $
 (3,624,367
)

 (101.2
)%

 Battery recycling

 7,409

 0.9
 %

 —

 —
 %

 7,409

 100.0
 %

 Total Gross Profit

 $
 (34,616
)

 (1.9
)%

 $
 3,582,342

 37.4
 %

 $
 (3,616,958
)

 (101.0
)%

 Gross profit of real
estate was approximately negative $0.04 million for the year ended September 30, 2023 as compared to gross profit of approximately $3.6
million in the prior year. The gross margin was negative 4.2% in fiscal 2023 as compared to gross margin of 37.4% in last year
mainly attributable to enthusiasm in purchasing houses reduced drastically and the liquidity of real estate industry deteriorated extremely
after the end of Covid-19.

 For the Year Ended September 30

 2023

 2022

 Gross

 Gross

 Gross

 Gross

 Project

 Profit

 Margin

 Profit

 Margin

 %

 Yangzhou Pearl Garden Phase I and II

 $
 1,371

 15.6
 %

 $
 —

 —
 %

 $
 1,371

 100.0
 %

 Yangzhou Palace

 194,405

 19.8
 %

 3,028,858

 39.3
 %

 (2,834,453
)

 (93.6
)%

 Mingzhu Garden (Mingzhu Nanyuan and Beiyuan) Phase I and II

 1,555

 31.1
 %

 431,523

 40.6
 %

 (429,968
)

 (99.6
)%

 Nanyuan II project

 —

 —
 %

 —

 —
 %

 —

 —
 %

 —

 —
 %

 627,613

 77.5
 %

 (627,613
)

 (100.0
)%

 Sales Tax

 (239,356
)

 —

 (505,652
)

 —

 266,296

 (52.7
)%

 Impairment losses on real estate property development completed

 —

 —

 —

 —

 —

 —
 %

 Total Gross Profit

 $
 (42,025
)

 (4.2
)%

 $
 3,582,342

 37.4
 %

 $
 (3,624,367
)

 (101.2
)%

 Operating expenses

 The following table presents our operating
expenses by nature for the periods indicated:

 2023

 2022

 General and administrative expenses

 $
 10,307,380

 $
 31,198,365

 Selling expenses

 175,631

 361,746

 Impairment of contract assets

 —

 5,264,748

 Impairment of real estate property under development

 72,255,403

 73,624,727

 Impairment of due from local governments for real estate property development completed

 27,293,775

 —

 Total operating expenses

 $
 110,032,189

 $
 110,449,586

 Percentage of revenue after sales tax

 7,130.2
 %

 1,217.5
 %

 General and administrative expenses were $10,307,380 for fis cal
2023 compared to $31,198,365 for fiscal 2022. The year-on-year decrease for fiscal 2023 was $20,890,985, mainly consisted of a $19.4 million
(RMB126.9 million) decrease in share-based compensation to the Consultants in fiscal 2022.

 Interest expense, net

 Net interest income was
less than $0.1 million for the year ended September 30, 2023 and 2022.

 Income taxes

 PRC Taxes

 Our Company is governed
by the Enterprise Income Tax Law of the People's Republic of China concerning private-run enterprises, which are generally subject
to tax at a statutory rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. For the
years ended September 30, 2023 and 2022, the Company is subject to income tax rate of 25% on taxable income. Although the possibility
exists for reinterpretation of the application of the tax regulations by higher tax authorities in the PRC, potentially overturning the
decision made by the local tax authority, the Company has not experienced any reevaluation of the income taxes for prior years. The PRC
tax rules are different from the local tax rules and the Company is required to comply with local tax rules. The difference between the
two tax rules will not be a liability of the Company. There will be no further tax payments for the difference. For the years ended September
30, 2023, the Company's effective income tax rate was 0%.

 Net income

 We reported net loss
of approximately $110.1million for the year ended September 30, 2023, as compared to the net loss approximately $108.1 million for fiscal
2022 due to aforementioned.

 Other comprehensive income

 We operate primarily
in the PRC and the functional currency of our operating subsidiary is the Chinese Renminbi ("RMB"). The RMB is not freely
convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation
is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation.

 Translation
adjustments amounted to approximately $1.1 million and negative $11.4million for the years ended September 30, 2023 and 2022,
respectively. The balance sheet amounts with the exception of equity at September 30, 2023 were translated at RMB7.2960 to 1.00 USD
as compared to 7.1135 RMB to 1.00 USD at September 30, 2022. The equity accounts were stated at their historical rate. The average
translation rates applied to the income statements accounts for the years ended September 30, 2023 and 2022 were 7.0533 RMB to 1.00
USD and 6.5532 RMB to 1.00 USD, respectively.

 Liquidity and Capital Resources

 Cash Flow

 Year ended September 30, 2023 as compared
to year ended September 30, 2022

 Comparison of cash flows
results for the fiscal year ended September 30, 2023 and fiscal year ended September 30, 2022 are summarized as follows:

 2023

 2022

 Net cash (used in) provided by operating activities

 $

 (5,481,098

)

 $

 (757,507

)

 $

 (4,723,591

)

 Net Cash Used in Investing Activities

 $

 —

 (26,936,915

)

 Net cash (used in) provided by financing activities

 $

 $

 $

 (23,629,445

)

 Effect of changes of foreign exchange rate on cash

 $

 (1,516,859

)

 $

 (339,505

)

 $

 (1,177,354

)

 Net (decrease) in cash

 $

 (1,690,487

)

 $

 902,988

 $

 (2,593,475

)

 Operating activities

 Net cash used in operating
activities during fiscal 2023 was approximately $5.5 million, consisting of net loss of approximately $110.1 million, net changes
in our operating assets and liabilities, which mainly included a decrease in real estate property completed of approximately $2.6 million
due to the sales of real estate properties, a $4.7 million increase in other payables to suppliers and an increase of $1.5 million in
accrued expenses.

 Financing activities

 Net cash provided by
financing activities during fiscal 2023 was $5.3 million while net cash provided by financing activities during fiscal 2022 was $28.9
million.

 Off-Balance Sheet Arrangements

 We do not have any off-balance
sheet arrangements.

 As an industry practice,
the Company provides guarantees to PRC banks with respect to loans procured by the purchasers of the Company's real estate properties
for the total mortgage loan amount until the completion of obtaining the "Certificate of Ownership" of the properties from
the government, which generally takes six to twelve months. Because the banks provide loan proceeds without getting the "Certificate
of Ownership" as loan collateral during the six to twelve months' period, the mortgage banks require the Company to maintain,
as security for the Company's obligations under such guarantees, restricted cash of at least 5% of the mortgage proceeds. If a purchaser
defaults on its payment obligations, the mortgage bank may deduct the delinquent mortgage payment from the security deposit and require
the Company to pay the excess amount if the delinquent mortgage payments exceed the security deposit. If the delinquent mortgage payments
exceed the security deposit, the banks may require us to pay the excess amount. If multiple purchasers default on their payment obligations
at around the same time, we will be required to make significant payments to the banks to satisfy our guarantee obligations. If we are
unable to resell the properties underlying defaulted mortgages on a timely basis or at prices higher than the amounts of our guarantees
and related expenses, we will suffer financial losses. The Company has made necessary reserves in its restricted cash account to cover
any potential mortgage defaults as required by the mortgage lenders. The Company has not experienced any delinquent mortgage loans and
has not experienced any losses related to this guarantee. As of September 30, 2023 and September 30, 2022, our outstanding guarantees
in respect of our customers' mortgage loans amounted to approximately $24.2 million and $24.9 million, respectively. As of
September 30, 2023 and September 30, 2022, the amount of security deposits provided for these guarantees was approximately $1.7 million
and $1.8 million, respectively, and the Company believes that such reserves are sufficient.

 Inflation

 Inflation has not had a material impact on
our business and we do not expect inflation to have a material impact on our business in the near future.

 Critical Accounting Policies and Management
Estimates

 Revenue recognition

 The Company adopted FASB
ASC Topic 606 Revenue from Contracts with Customers ("ASC 606") on October 1, 2018 using the modified retrospective approach.
Under ASC 606, Revenue from Contracts with Customers, revenue is recognized in accordance with the transfer of goods and services to customers
at an amount that reflects the consideration that the Company expects to be entitled to for those goods and services. The Company determines
revenue recognition through the following steps:

 identification of the contract, or contracts, with a customer;

 identification of the performance obligations in the contract;

 determination of the transaction price, including the constraint on variable consideration;

 allocation of the transaction price to the performance obligations in the contract; and

 recognition of revenue when (or as) the Group satisfy a performance obligation.

 The
Company currently operates in three segments, the real estate development business and battery recycling. The Company engages in real
estate development through the VIE, Guangsha, in mainland China, and is transitioning itself from its real estate development business
to a new energy corporation and has appointed a CEO in its Delaware subsidiary to lead and operate the green energy business.

 Most of the Company's
revenue is derived from real estate sales of condominiums and commercial property in the PRC. The majority of the Company's contracts
contain a single performance obligation involving significant real estate development activities that are performed together to deliver
a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred
to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units
in a real estate development projects, the Company has an enforceable right to payment for performance completed to date, revenue is recognized
over time by measuring the progress towards complete satisfaction of that performance obligation ("percentage completion method").
Otherwise, revenue is recognized at a point in time when the customer obtains control of the asset.

 Under percentage completion
method, revenue and profit from the sales of long-term real estate development properties is recognized by the percentage of completion
method on the sale of individual units when all the following criteria are met:

 a.

 Construction is beyond a preliminary stage.

 b.

 The buyer is committed to the extent of being unable to require a refund except for non-delivery of the unit or interest.

 c.

 Sufficient units have already been sold to assure that the entire property will not revert to rental property.

 d.

 Sales prices are collectible.

 e.

 Aggregate sales proceeds and costs can be reasonably estimated.

 If
any of the above criteria is not met, proceeds shall be accounted for as deposits until the criteria are met.

 Under
the percentage of completion method, revenues from individual real estate condominium units sold under development and related costs are
recognized over the course of the construction period, based on the completion progress of a project. The progress towards complete satisfaction
of the performance obligation is measured based on the Company's efforts or inputs to the satisfaction of the performance obligation,
by reference to the contract costs incurred up to the end of reporting period as a percentage of total estimated costs for each contract.
In relation to any project, revenue is determined by calculating the ratio of incurred costs, including land use rights costs and construction
costs, to total estimated costs and applying that ratio to the contracted sales amounts. Cost of sales is recognized by determining the
ratio of contracted sales during the period to total estimated sales value and applying that ratio to the incurred costs. Current period
amounts are calculated based on the difference between the life-to-date project totals and the previously recognized amounts.

 Any changes in significant
judgments and/or estimates used in determining construction and development revenue could significantly change the timing or amount of
construction and development revenue recognized. Changes in total estimated project costs or losses, if any, are recognized in the period
in which they are determined.

 Revenue from the sales
of completed real estate condominium units is recognized at the time of the closing of an individual unit sale. This occurs when the customer
obtains the physical possession, the legal title, or the significant risks and rewards of ownership of the assets and the Company has
present right to payment and the collection of the consideration is probable. For municipal road construction projects, fees are generally
recognized at the time of the projects are completed.

 Contract balances

 Timing of revenue recognition
may differ from the timing of billing and cash receipts from customers. The Company records a contract asset when revenue is recognized
prior to invoicing, or a contract liability when cash is received in advance of recognizing revenue. A contract asset is a right to consideration
that is conditional upon factors other than the passage of time. Contract assets include billed and billable receivables, which are the
Company's unconditional rights to consideration other than to the passage of time. Contract liabilities include cash collected in
excess of revenues. Customer deposits are excluded from contract liabilities.

 The Company has elected
to apply the optional practical expedient for costs to obtain a contract which allows the Company to immediately expense sales commissions
(included under selling expenses) because the amortization period of the asset that the Company otherwise would have used is one year
or less. Contract assets and liabilities are generally classified as current based on our contract operating cycle.

 The Company provides
"mortgage loan guarantees" only with respect to buyers who make down-payments of 20%-50% of the total purchase price of the
property. The period of the mortgage loan guarantee begins on the date the bank approves the buyer's mortgage and we receive the
loan proceeds in our bank account and ends on the date the "Certificate of Ownership" evidencing that title to the property
has been transferred to the buyer. The procedures to obtain the Certificate of Ownership take six to twelve months (the "Mortgage
Loan Guarantee Period"). If, after investigation of the buyer's income and other relevant factors, the bank decides not to
grant the mortgage loan, our mortgage-loan based sales contract terminates and there will be no guarantee obligation. If, during the Mortgage
Loan Guarantee Period, the buyer defaults on his or her monthly mortgage payment for three consecutive months, we are required to return
the loan proceeds back to the bank, although we have the right to keep the customer's deposit and resell the property to a third
party. Once the Certificate of Property has been issued by the relevant government authority, our loan guarantee terminates. If the buyer
then defaults on his or her mortgage loan, the bank has the right to take the property back and sell it and use the proceeds to pay off
the loan. The Company is not liable for any shortfall that the bank may incur in this event. To date, no buyer has defaulted on his or
her mortgage payments during the Mortgage Loan Guarantee Period and the Company has not returned any loan proceeds pursuant to its mortgage
loan guarantees.

 Use of estimates

 The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying notes, and disclosure of contingent liabilities at the date
of the consolidated financial statements. Estimates are used for, but not limited to, the assumptions and estimates used by management
in recognizing development revenue under the percentage of completion method, the selection of the useful lives of property and equipment,
provision necessary for contingent liabilities, revenue recognition, taxes and budgeted costs.
 The Company plans to enter the medical industry through selling medical devices like vitro short-wave radiometer,
high-pressure syringe and related consumables. In the future, it also plans
to sell high-end medical equipment including gamma knife and apparatus for kidney. Management believes that the estimates utilized in preparing its consolidated financial statements are reasonable and prudent.
Actual results could differ from these estimates.

 Real estate property development completed
and under development

 Real estate property
consists of finished residential unit sites, commercial offices and residential unit sites under development. The Company leases the land
for the residential unit sites under land use right leases with various terms from the PRC government. The cost of land use rights is
included in the development cost and allocated to each project. Real estate property development completed and real estate property under
development are stated at the lower of cost or fair value.

 Expenditures for land
development, including cost of land use rights, deed tax, pre-development costs, and engineering costs, exclusive of depreciation, are
capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within
a project based on the ratio of the sales area of units to the estimated total sales area of the project (or phase of the project) multiplied
by the total cost of the project (or phase of the project).

 Cost of amenities transferred
to buyers is allocated to specific units as a component of total construction cost. The amenity cost includes landscaping, road paving, etc.
Once the projects are completed, the amenities are under control of the property management companies.

 Real
estate property development completed and under development are subject to valuation adjustments when the carrying amount exceeds fair
value. An impairment loss is recognized only if the carrying amount of the asset is not recoverable and exceeds fair value. The carrying
amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the asset. The Company reviewed
all of its real estate projects for future losses and impairment by comparing the estimated future undiscounted cash flows for each project
to the carrying value of such project. For the years ended September 30, 2023, the Company recognized $136.0 million
impairment for real estate property under development.

 Capitalization of Interest

 Interest incurred during
and directly related to real estate development projects is capitalized to the related real estate property under development during the
active development period, which generally commences when borrowings are used to acquire real estate assets and ends when the properties
are substantially complete or the property becomes inactive. Interest is capitalized based on the interest rate applicable to specific
borrowings or the weighted average of the rates applicable to other borrowings during the period. Interest capitalized to real estate
property under development is recorded as a component of cost of real estate sales when related units are sold. All other interest is
expensed as incurred.

 Subsequent Events

 On November 17, 2023,
the shareholders approved the Company's 2023 Equity Incentive Plan (the "2023 Plan"). The 2023 Plan provides for the
grant of awards which are distribution options, stock appreciation rights, restricted stock, restricted stock unit awards, stock bonus
awards and performance compensation awards to key management employees and nonemployee directors, and nonemployee consultants and advisers
of the Company. The Company has reserved a total of 8,360,000 shares of common stock for issuance under the 2023 Plan. On November
30, 2023, we filed with the SEC our registration statement on Form S-8 ( Registration No. 333-275803) to register the issuance.

 On
December 12, 2023, the Company entered into a securities purchase agreement with certain accredited investors to sell $5.95 million of
its units, each consisting of one share of its common stock, $0.001 par value per share, one Class A common warrant to purchase
one share of common stock and one Class B common warrant to purchase one share of common stock, and pre-funded units, each consisting
of one pre-funded warrant, one Class A common warrant to purchase one share of common stock and one Class B common warrant to purchase
one share of common stock. The Offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-270324)
previously filed with the U.S. Securities and Exchange Commission which was declared effective on May 2, 2023.

 Under the terms of the
securities purchase agreement, GGE has agreed to sell 35,000,000 units at a per unit purchase price of $0.17. The Class A common warrants
will be exercisable immediately upon the increase of the Company's authorized shares for a term of five years and have an initial
exercise price of $0.17 subject to certain reset 30 trading days after the increase of the Company's authorized shares. The Class
B common warrants will be exercisable immediately upon the date of issuance for a term of five years and have an initial exercise price
of $0.27. In addition to the customary cashless exercise rights provided in both the Class A common warrants and the Class B common warrants,
the Class B common warrants will also provide an alternate cashless exercise allowing the holder to right to exercise at any time, on
a cashless exercise basis for a larger number of shares of common stock under certain conditions. The Company agreed to hold a shareholders'
meeting within 120 days of closing of the Offering to increase the authorized share of common stock of the Company. The holders of the
warrants agreed not to exercise cashlessly below $1.50 during the first 20 trading days after effectuation of a reverse split of the common
stock. The Offering closed on December 14, 2023.

 On December 5, 2023,
the Company terminated a financial advisory agreement, which was originally entered into by and between the Company and Spartan Capital
Securities LLC ("Spartan") on January 15, 2023. Spartan is willing to waive all claims and liabilities against the Company
in connection with the financial advisory agreement for a one-time lump sum payment as follows: (i) 1.50% of the gross proceeds raised
from the next financing (other than commercial bank loan) of GGE and (ii) $75,000.00 (the "Settlement Payment"). The Settlement
Payment shall be paid from the flow of funds of the next financing by wire transfer to Spartan's bank account.

 Item 7A. Quantitative and Qualitative Disclosures
about Market Risk

 Not applicable.

 Item
8. Financial Statements and Supplementary Data

 GREEN

 TABLE
OF CONTENTS

 Report
 of Independent Registered Public Accounting Firms

 Balance Sheets as of September 30, 2023 and 202 2

 Statements of Operations and Comprehensive Loss for the Years ended September 30, 2023 and 2022 respectively

 Statements of Stockholders' Equity for the Years ended September 30, 2023 and 202 2

 Statements of Cash Flows for the Years ended September 30, 2023 and 202 2

 Notes
 to Consolidated Financial Statements

 – F-28

 F- 1

 Report
of Independent Registered Public Accounting Firms

 To the Board
of Directors and Shareholders of Green Giant Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Green Giant. Inc and its subsidiaries (collectively the "Company")
as of September 30, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss consolidated
statements of changes in stockholders' equity, and cash flows for each of the two years in the period ended September
30, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the consolidated financial position of the Company as of September 30,
2023 and 2022, and the consolidated results of its operations and its cash flows for the two years in the period ended September
30, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Explanatory
Paragraph – Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of
September 30, 2023, the Company had net assets of $15.7 million in which total assets of $205.1 million and total liability of
$189.4 million. The Company incurred operating losses of $110.1 million and had negative operating cash flows of $5.5 million. These
conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

 Basis
for Opinion

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

 F- 2

 Going
concern

 As
of September 30, 2023, the Company had net assets of $15.7 million in which total assets of $205.1 million and total liability of $189.4
million. The Company incurred operating losses of $110.1 million and had negative operating cash flows of $5.5 million.
These conditions raise substantial doubt about the Company's ability to continue as a going concern.

 This
significant unusual situation is a critical audit matter as it relates to a material disclosure of going concern and involved complex
estimation by management and auditor subjective.

 How
we Addressed the Matter in Our Audit

 Our
principal audit procedures included, among others:

 Obtain
 a thorough understanding of management's process for evaluating the entity's
 ability to continue as a going concern. Evaluate the reasonableness of management's
 assessment by considering the entity's current financial condition, obligations due
 or anticipated in the near future, and other significant factors;

 Assessing the management's plans and obtaining sufficient appropriate
audit evidence to support the conclusion on the going concern assumption is appropriate;

 Review the adequacy of the entity's disclosures concerning its ability
to continue as a going concern. Ensure that the disclosures are comprehensive, clear, and provide an accurate picture of the entity's
financial position.

of long-lived assets related to Real estate property under development

 At
September 30, 2023, the Company's book value of Real estate property under development was US$76.9 million. As discussed in Note
2 to the consolidated financial statements, real estate property under development is tested for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected
to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized
for the amount by which the carrying value exceeds the fair value.

 The
principal considerations for our determination that performing procedures relating to the impairment of long-lived assets related to
Real estate property under development is a critical audit matter are there was significant judgment made by management estimating the
discount rate and discounting period. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures
to evaluate the significant assumptions in the value in use estimate.

 How
we Addressed the Matter in Our Audit

 Addressing
the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These audit procedures included:

 evaluating
 the estimation methodology and testing the aforementioned significant assumptions and the
 completeness, accuracy, and relevance of underlying data used.

 significant
 assumptions were compared to current available economic trends data and known regulatory
 changes and evaluations were made of how changes to such assumptions, and other factors would
 affect the outcomes.

 assess
 the arithmetical correctness of the valuation model and the completeness of disclosures in
 the consolidated financial statements.

 /s/ OneStop
Assurance PAC

 We have served
as the Company's auditors since 2022.

 Singapore

 December
28, 2023

 PCAOB Register
Number 6732

 F- 3

 GREEN

 CONSOLIDATED
BALANCE SHEETS

 2023

 2022

 ASSETS

 Cash

 $
 93,133

 $
 1,360,217

 Restricted cash

 2,584,557

 3,007,960

 Contract assets

 6,920,884

 7,628,770

 Real estate property-development
 completed

 72,132,068

 74,772,530

 Inventory

 7,272

 —

 Other assets

 2,454,530

 3,767,190

 Prepayment

 26,952,415

 Property, plant and equipment,
 net

 449,395

 483,219

 Security deposits

 1,726,720

 1,771,019

 Real estate property under
 development

 76,857,916

 145,300,588

 Due
 from local government- property development completed

 14,913,578

 42,358,986

 Total
 Assets

 $
 205,092,468

 $
 307,387,394

 LIABILITIES
 AND STOCKHOLDERS' EQUITY

 Construction loans

 $
 105,655,707

 $
 108,366,351

 Accounts payable

 10,326,702

 10,606,635

 Other payables

 18,243,185

 13,578,713

 Amount due to related parties

 414,466

 —

 Construction deposits

 2,953,784

 3,029,565

 Contract liabilities

 1,910,327

 1,989,898

 Customer deposits

 19,226,695

 19,842,768

 Accrued expenses

 12,031,621

 10,547,436

 Taxes
 payable

 18,636,024

 19,980,358

 Total
 liabilities

 189,398,511

 187,941,724

 Commitments
 and Contingencies

 Stockholders' equity*

 Common stock, $ 0.001 par value, 200,000,000 shares authorized; 55,793,268 and 46,464,929 shares outstanding as at September 30, 2023 and September 30, 2022

 55,793

 46,464

 Additional paid-in capital

 190,119,912

 184,821,771

 Statutory surplus

 Accumulated
 loss

 ( 177,554,205
)

 ( 67,432,727
)

 Accumulated
 other comprehensive loss

 ( 8,023,482
)

 ( 9,085,777
)

 Total
 stockholders' equity

 Total
 Liabilities and Stockholders' Equity

 $
 205,092,468

 $
 307,387,394

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

 F- 4

 GREEN

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 FOR
THE YEARS ENDED SEPTEMBER 30, 2023 and 2022

 2023

 2022

 Real estate
 sales

 $
 993,954

 $

 Revenue from Battery Recycling

 —

 Less: Sales tax

 239,356

 505,652

 Cost of real estate sales

 ( 796,623
)

 ( 5,489,411
)

 Cost of Battery Recycling

 ( 781,173
)

 —

 Gross
 profit

 ( 34,616
)

 3,582,342

 Operating expenses

 Selling and distribution expenses

 175,631

 361,746

 General and administrative expenses

 10,307,380

 31,198,365

 Impairment of contract assets

 —

 5,264,748

 Impairment of real estate property under development

 72,255,403

 73,624,727

 Impairment of due from local governments- property
 development completed

 27,293,775

 —

 Total
 operating expenses

 110,032,189

 110,449,586

 Operating loss

 ( 110,066,805
)

 ( 106,867,244
)

 Interest (expense)income,
 net

 ( 1,013
)

 5,927

 Other
 expense, net

 ( 53,660
)

 ( 1,263,365
)

 Income before income taxes

)

)

 Provision for income
 taxes

 Net loss

)

)

 Other comprehensive income:

 Foreign currency translation
 adjustment

 1,062,295

 ( 11,434,674
)

 Comprehensive
 (loss) income

 $
 ( 109,059,183
)

 $
 ( 119,559,356
)

 Basic and diluted income
 per common share*:

 Basic

 $
 ( 2.00
)

 $
 ( 2.99
)

 Diluted

 $
 ( 2.00
)

 $
 ( 2.99
)

 Weighted average common shares outstanding*:

 Basic

 55,144,039

 36,189,189

 Diluted

 55,144,039

 36,189,189

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

 F- 5

 GREEN

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 FOR
THE YEARS ENDED SEPTEMBER 30, 2023 AND 2022

 Accumulated

 Common Stock

 Additional

 Paid-in

 Statutory

 Retained

 Earnings

 Other

 Comprehensive

 Shares*

 Amount

 Capital

 Reserve

 (Accumulated
 loss)

 Income
 (Loss)

 Total

 Balance
 at September 30, 2021

 25,617,807

 $
 25,617

 $
 136,535,303

 $

 $
 40,691,955

 $
 2,348,897

 $
 190,697,711

 Issuance
 of shares for debt settlement

 14,847,122

 14,847

 28,922,068

 —

 —

 —

 Net
 income

 —

 —

 —

 —

)

 —

)

 Appropriation
 to statutory reserve

 —

 —

 —

 —

 —

 —

 —

 Share-based
 compensation

 6,000,000

 6,000

 19,364,400

 —

 —

 —

 19,370,400

 Foreign
 currency translation adjustments

 —

 —

 —

 —

 —

 ( 11,434,674
)

 ( 11,434,674
)

 Balance
 at September 30, 2022

 46,464,929

 $
 46,464

 $
 184,821,771

 $

 $
 ( 67,432,727
)

 $
 ( 9,085,777
)

 $

 Private
 placements

 9,328,339

 9,329

 5,298,141

 —

 —

 —

 Net
 income

 —

 —

 —

 —

)

 —

)

 Foreign
 currency translation adjustments

 —

 —

 —

 —

 —

 1,062,295

 1,062,295

 Balance
 at September 30, 2023

 55,793,268

 $
 55,793

 $
 190,119,912

 $

 $
 ( 177,554,205
)

 $
 ( 8,023,482
)

 $

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

 F- 6

 GREEN

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 FOR
THE YEARS ENDED SEPTEMBER 30, 2023 and 2022

 2023

 2022

 Cash flows from operating activities:

 Net loss

 $
)

 $
)

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

 Depreciation

 22,485

 24,201

 99,549,178

 78,889,475

 Allowance for contract assets

 1,823,720

 —

 Share based compensation

 —

 19,370,400

 Contract assets

 707,886

 ( 51,931
)

 Real estate property development completed

 2,640,462

 5,503,345

 Real estate property under development

 ( 3,812,731
)

 ( 13,039,391
)

 Prepayment

 ( 15,500
)

 —

 Other assets

 ( 511,060
)

 4,143,409

 Inventory

 ( 7,272
)

 —

 Accounts payables

 ( 279,933
)

 ( 6,439,990
)

 Amount due to related parties

 414,466

 —

 Other payables

 4,664,472

 8,357,875

 Contract liabilities

 ( 79,571
)

 305,561

 Customer deposits

 ( 616,073
)

 2,067,231

 Construction deposits

 —

 —

 Accrued expenses

 1,484,185

 9,482,260

 Taxes payables

 ( 1,344,334
)

 ( 1,245,270
)

 Net
 cash (used in) operating activities

 ( 5,481,098
)

 ( 757,507
)

 Cash Flows from Investing Activities:

 Prepayment for energy
 equipment

 —

 ( 26,936,915
)

 Net Cash (used in) Investing
 Activities

 —

 ( 26,936,915
)

 Cash flow from financing
 activities:

 Proceeds from private
 placements

 Net
 cash provide by financing activities

 Effect
 of changes in foreign exchange rate on cash

 ( 1,516,859
)

 ( 339,505
)

 Net increase (decrease)
 in cash

 ( 1,690,487
)

 902,988

 Cash,
 restricted cash, beginning of year

 4,368,177

 3,465,189

 Cash,
 restricted cash, end of year

 $
 2,677,690

 $
 4,368,177

 Supplemental disclosures
 of cash flow information:

 Interest paid

 $
 —

 $
 —

 Income taxes paid

 $
 —

 $
 18,733

 Cash

 $
 93,133

 $
 1,360,217

 Restricted cash

 $
 2,584,557

 $
 3,007,960

 $
 2,677,690

 $
 4,368,177

 Non-cash financing activities:

 Reclassification of interest payable to construction
 loan

 $
 5,471,169

 $
 6,612,142

 Settlements of accounts payable with real estate
 property under development

 $
 —

 $
 —

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

 F- 7

 GREEN

 NOTE 1. ORGANIZATION
AND BASIS OF PRESENTATION

 Green
Giant Inc (Formerly known as China HGS Real Estate Inc.) (the "Company" or "GGE" or "we", "our",
"us") is a corporation organized under the laws of the State of Florida.

 GGE
does not conduct any substantive operations of its own. Instead, through its subsidiary, Shaanxi HGS Management and Consulting Co., Ltd
("Shaanxi HGS"), it entered into certain exclusive contractual agreements with the owners of the Company's PRC operating
subsidiary, Shaanxi Guangsha Investment and Development Group Co., Ltd ("Guangsha"). Pursuant to these agreements, Shaanxi
HGS is obligated to absorb a majority of the risk of loss from Guangsha's activities and entitles Shaanxi HGS to receive a majority
of Guangsha's expected residual returns. In addition, Guangsha's shareholders have pledged their equity interest in Guangsha
to Shaanxi HGS, irrevocably granted Shaanxi HGS an exclusive option to purchase, to the extent permitted under PRC Law, all or part of
the equity interests in Guangsha and agreed to entrust all the rights to exercise their voting power to the person(s) appointed
by Shaanxi HGS.

 Based
on these contractual arrangements, management believes that Guangsha should be considered a "Variable Interest Entity" ("VIE")
under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810,
because the equity investors in Guangsha no longer have the characteristics of a controlling financial interest, and the Company, through
Shaanxi HGS, is the primary beneficiary of Guangsha. Accordingly, Guangsha has been consolidated.

 The
Company, through its subsidiaries and VIE, engages in real estate development, in the construction and sale of residential apartments,
parking lots and commercial properties. Total assets and liabilities presented on the consolidated balance sheets and sales, cost of
sales, net income presented on Consolidated Statement of Income and Comprehensive Income (Loss) as well as the cash flows from operations,
investing and financing activities presented on the Consolidated Statement of Cash Flows are substantially the financial position, operations
and cash flow of Guangsha. The Company has not provided any financial support to Guangsha for the years ended September 30,
2023 and 2022. The following assets,liabilities and impairment loss of the consolidated VIE are included in the accompanying consolidated
financial statements of the Company as of September 30, 2023 and 2022:

 Balance as of

 2023

 2022

 Total
 assets

 $
 178,996,918

 $
 280,939,924

 Total
 liabilities

 $
 184,487,122

 $
 183,674,040

 2023

 2022

 loss

 99,549,178

 78,889,475

 NOTE 2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

 Principles
of consolidation and basis of presentation

 The
Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America ("U.S. GAAP"). The consolidated financial statements include the accounts of Green Giant Inc.
(the "Company" or "China HGS"), China HGS Investment Inc. ("HGS Investment"), Shaanxi HGS Management
and Consulting Co., Ltd. ("Shaanxi HGS") and its variable interest entity ("VIE"), Shaanxi Guangsha Investment
and Development Group Co., Ltd. ("Guangsha"). All inter-company transactions and balances between the Company and its
subsidiaries have been eliminated upon consolidation.

 The
Company's operations involve real estate development and sales. Starting from the year ended September 30, 2020, the Company has
been involved in larger real estate property development with an extended development cycle. As a result, it is not possible to precisely
measure the duration of its operating cycle. The accompanying consolidated balance sheets of the Company have been prepared on an unclassified
basis in accordance with real estate industry practice.

 F- 8

 GREEN

 Liquidity

 In
assessing the liquidity, management monitors and analyzes the Company's cash on-hand, its ability to generate sufficient revenue
sources in the future, and its operating and capital expenditure commitments. As of September 30, 2023, our total cash and restricted
cash balance was approximately $ 2.7 million, a decrease from approximately $ 1.7 million as of September 30, 2022. With respect
to capital funding requirements, the Company budgeted its capital spending based on ongoing assessments of needs to maintain adequate
cash. As of September 30, 2023, we had approximately $ 72.1 million of completed residential apartments and commercial units available
for sale to potential buyers. Although we reported approximately $ 10.3 million accounts payable as of September 30, 2023, due to
the long-term relationship with our construction suppliers and subcontractors, we were able to effectively manage cash spending on construction
and negotiate with them to adjust the payment schedule based on our cash on hand. In addition, most of our existing real estate development
projects relate to the old town renovation which are supported by the local government. As of September 30, 2023, we reported approximately
$ 105.7 million of construction loans borrowed from financial institutions controlled by the local government and such loans can
only be used on the old town renovation related project development. We expect that we will be able to renew all of the existing construction
loans upon their maturity and borrow additional new loans from local financial institutions, when necessary, based on our past experience
and the Company's good credit history. Also, the Company's cash flows from pre-sales and current sales should provide financial
support for our current development projects and operations. For the year ended September 30, 2023, we had four large ongoing construction
projects (see Note 4, real estate properties under development) which were under the preliminary development stage due to delayed inspection
and acceptance of the development plans by the local government. In June 2020, we completed the residence relocation surrounding the
Liangzhou Road related projects and launched the construction of these projects in December 2020.

 On
December 12, 2023, the Company entered into a securities purchase agreement with certain accredited investors to sell $ 5.95 million of
its units, each consisting of one share of its common stock, $ 0.001 par value per share, one Class A common warrant to purchase
one share of common stock and one Class B common warrant to purchase one share of common stock, and pre-funded units, each consisting
of one pre-funded warrant, one Class A common warrant to purchase one share of common stock and one Class B common warrant to purchase
one share of common stock. Under the terms of the securities purchase agreement, GGE has agreed to sell 35,000,000 units at a per unit
purchase price of $ 0.17. The Offering closed on December 14, 2023 with net proceeds of $ 5.21 million.

 Segment
Reporting

 The
Company's segments are business units that offer different services and are reviewed separately by the chief operating decision
maker in deciding how to allocate resources and in assessing performance. The Company's operating decision maker is the Company's
Chief Executive Officer.

recognition

 The
Company follows FASB ASC Topic 606 "Revenue from Contracts with Customers" ("ASC 606"). Under ASC 606, Revenue
from Contracts with Customers, revenue is recognized in accordance with the transfer of goods and services to customers at an amount
that reflects the consideration that the Company expects to be entitled to for those goods and services. The Company determines revenue
recognition through the following steps:

 identification
 of the contract, or contracts, with a customer;

 identification
 of the performance obligations in the contract;

 determination
 of the transaction price, including the constraint on variable consideration;

 allocation
 of the transaction price to the performance obligations in the contract; and

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

 F- 9

 GREEN

 For
the year ended September 30, 2023, 48.9 % of the Company's revenue is derived from real estate sales of condominiums and commercial
properties in the PRC. The majority of the Company's contracts contain a single performance obligation involving significant real
estate development activities that are performed together to deliver a real estate property to its customers. Revenues arising from real
estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer
over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has
an enforceable right to payment for performance completed to date, revenue is recognized over time by measuring the progress towards
complete satisfaction of that performance obligation ("percentage completion method"). Otherwise, revenue is recognized at
a point in time when the customer obtains control of the asset. For the years ended September 30, 2023 and 2022, the Company did not
have any construction in progress meet the revenue recognition under percentage completion method.

 Under
the percentage completion method, revenue and profit from the sales of long-term real estate development properties is recognized by
the percentage of completion method on the sale of individual units when all the following criteria are met:

 a.

 Construction
 is beyond a preliminary stage.

 b.

 The buyer
 is committed to the extent of being unable to require a refund except for non-delivery of the unit or interest.

 c.

 Sufficient
 units have already been sold to assure that the entire property will not revert to rental property.

 d.

 Sale prices
 are collectible.

 e.

 Aggregate
 sales proceeds and costs can be reasonably estimated.

 If
any of the above criteria are not met, proceeds shall be accounted for as deposits until the criteria are met.

 Under
the percentage of completion method, revenues from individual real estate condominium units sold under development and related costs
are recognized over the course of the construction period, based on the completion progress of a project. The progress towards complete
satisfaction of the performance obligation is measured based on the Company's efforts or inputs to the satisfaction of the performance
obligation, by reference to the contract costs incurred up to the end of reporting period as a percentage of total estimated costs for
each contract. In relation to any project, revenue is determined by calculating the ratio of incurred costs, including land use rights
costs and construction costs, to total estimated costs and applying that ratio to the contracted sales amounts. Cost of sales is recognized
by determining the ratio of contracted sales during the period to total estimated sales value and applying that ratio to the incurred
costs. Current period amounts are calculated based on the difference between the life-to-date project totals and the previously recognized
amounts.

 Any
changes in significant judgments and/or estimates used in determining construction and development revenue could significantly change
the timing or amount of construction and development revenue recognized. Changes in total estimated project costs or losses, if any,
are recognized in the period in which they are determined.

from the sales of previously completed real estate condominium units is recognized at the time of the closing of an individual unit sale.
This occurs when the customer obtains the physical possession, the legal title, or the significant risks and rewards of ownership of
the property and the Company has the right to payment and the collection of the consideration is probable. For municipal road construction
projects, revenues are generally recognized at the time the projects are completed.

 For
the year ended September 30, 2023, 51.1 % of the revenue is generated from battery recycling. The Company controls of the lead ingots
or blocks. Revenue is recognized in gross amount at the point of time when they are delivered to the customers.

 For
the year ended September 30, 2023, the Company had real estate sales revenue of nil related to sales to the local government for residence
reallocation purposes, representing 0 % of the Company's total real estate sales revenue for the year ended September 30, 2023.

 F- 10

 GREEN

 Disaggregation
of Revenues

 Disaggregated
revenues are as follows:

 2023

 2022

 recognized for completed condominium real estate projects, net of sales taxes

 $
 754,598

 $
 9,071,753

 recognized for completed condominium real estate projects sold to government, net of sales taxes

 —

 —

 recognized for Battery Recycling

 —

 Total
 revenue, net of sales taxes

 $
 1,543,180

 $
 9,071,753

 Contract
balances

 Timing
of revenue recognition may differ from the timing of billing and cash receipts from customers. The Company records a contract asset when
revenue is recognized prior to invoicing, or a contract liability when cash is received in advance of recognizing revenue. A contract
asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets include billed and
billable receivables, which are the Company's unconditional rights to consideration other than the passage of time. Contract liabilities
include cash collected in advance and in excess of revenue recognized. Customer deposits are excluded from contract liabilities.

 The
Company has elected to apply the optional practical expedient for costs to obtain a contract which allows the Company to immediately
expense sales commissions (included under selling expenses) because the amortization period of the asset that the Company otherwise would
have used is one year or less.

 The
Company provides "mortgage loan guarantees" only with respect to buyers who make down-payments of 20 %- 50 % of the total
purchase price of the property. The period of the mortgage loan guarantee begins on the date the bank approves the buyer's mortgage
and we receive the loan proceeds in our bank account and ends on the date the "Certificate of Ownership" evidencing that
title to the property has been transferred to the buyer. The procedures to obtain the Certificate of Ownership take six to twelve months
(the "Mortgage Loan Guarantee Period"). If, after investigation of the buyer's income and other relevant factors, the
bank decides not to grant the mortgage loan, our mortgage-loan based sales contract terminates and there will be no guarantee obligation.
If, during the Mortgage Loan Guarantee Period, the buyer defaults on his or her monthly mortgage payment for three consecutive months,
we are required to return the loan proceeds back to the bank, although we have the right to keep the customer's deposit and resell
the property to a third party. Once the Certificate of Ownership has been issued by the relevant government authority, our loan guarantee
terminates. If the buyer then defaults on his or her mortgage loan, the bank has the right to take the property back and sell it and
use the proceeds to pay off the loan. The Company is not liable for any shortfall that the bank may incur in this event. To date, no
buyer has defaulted on his or her mortgage payments during the Mortgage Loan Guarantee Period and the Company has not returned any loan
proceeds pursuant to its mortgage loan guarantees.

 Use
of estimates

 The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying notes, and disclosure of contingent liabilities at the date
of the consolidated financial statements. Estimates are used for, but not limited to, the assumptions and estimates used by management
in recognizing development revenue under the percentage of completion method, the selection of the useful lives of property and equipment,
provision necessary for contingent liabilities, revenue recognition, taxes and budgeted costs. The Company will enter the medical industry
selling medical device like vitro short-wave radiometer, high-pressure syringe and related consumables. In future, it will also enter
high-end products including gamma knife and apparatus for kidney. Management believes that the estimates utilized in preparing its consolidated
financial statements are reasonable and prudent. Actual results could differ from these estimates.

 Changes
of estimated gross profit margins related to revenue recognized under the percentage of completion method are made in the period in which
circumstances requiring the revisions become known. For the year ended September 30, 2023 and 2022, the Company did not change the estimated
revenue and related gross profit margin.

 Going
Concern

 The
Company's financial statements are prepared assuming that the Company will continue as a going concern. The Company has
suffered recurring losses from operations that raise doubt about its ability to continue as a going concern. As of September 30,
2023, the Company had net assets of $ 15.7 million in which total assets of $ 205.1 million and total liability of $ 189.4 million. The
Company incurred operating losses of $ 110.1 million and had negative operating cash flows of $ 5.5 million.

 F- 11

 GREEN

 The
ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy
and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary
if the Company is unable to continue as a going concern.

 Fair
value of financial instruments

 The
Company follows the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures." It clarifies the definition of
fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring
fair value as follows:

 Level
1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 Level
2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets
and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated
by observable market data.

 Level
3-Inputs are unobservable inputs which reflect the reporting entity's own assumptions or what assumptions the market participants
would use in pricing the asset or liability based on the best available information.

 The
carrying amounts reported in the accompanying consolidated balance sheets for cash, restricted cash and all other current assets, security
deposits for land use rights, loans and all current liabilities approximate their fair value based on the short-term maturity of these
instruments. The fair value of the customer, construction and security deposits approximate their carrying amounts because the deposits
are received in cash. It was impractical to estimate the fair value of the amount due from the local government and the other payables.

 Foreign
currency translation

 The
Company's financial information is presented in U.S. dollars. The functional currency of the Company's operating VIE is Renminbi
("RMB"), the currency of the PRC. The consolidated financial statements of the Company have been translated into U.S. dollars
in accordance with ASC Topic 830-30 "Translation of Financial Statements". The financial information is first prepared in
RMB and then is translated into U.S. dollars at year-end exchange rates as to assets and liabilities and average exchange rates
as to revenue, expenses and cash flows. Capital accounts are translated at their historical exchange rates when the capital transactions
occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income
(loss) in stockholders' equity.

 2023

 2022

 Year end RMB
: USD exchange rate

 7.2960

 7.1135

 Annual
 average RMB: USD exchange rate

 7.0533

 6.5532

 The
RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.
No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.

 Cash

 Cash
includes cash on hand and demand deposits in accounts maintained with large reputable commercial banks within the PRC. The Company considers
all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

 F- 12

 GREEN

 Restricted
cash

 The
restricted cash is required by the banks as collateral for mortgage loans given to the home buyers before obtaining the certificates
of ownership of the properties as collateral. In order to provide the banks with the certificates of ownership, the Company is required
to complete certain procedures with the Chinese government, which normally takes six to twelve months. Because the banks provide
the loan proceeds to the Company without obtaining certificates of ownership as loan collateral during this six to twelve month
period, the mortgage banks require the Company to maintain, as restricted cash, 5 % to 10 % of the mortgage proceeds as security
for the Company's obligations under such guarantees. The restricted cash is released by the banks once they receive the certificate
of ownership. These deposits are not covered by insurance. The Company has not experienced any losses in such accounts and management
believes its restricted cash account is not exposed to any significant risks.

 Security
deposits for land use rights

 Security
deposits for land use rights consist of deposits held by the PRC government for the purchase of land use rights and the deposits held
by an unrelated party to transfer its land use rights to the Company. The deposits will be reclassified to real estate property under
development upon the transfer of legal title.

 Real
estate property development completed and under development

 Real
estate property consists of finished residential unit sites, commercial offices and residential unit sites under development. The Company
leases the land for the residential unit sites under land use right leases with various terms from the PRC government. The cost of land
use rights is included in the development cost and allocated to each project. Real estate property development completed and real estate
property under development are stated at the lower of cost or fair value.

 Expenditures
for land development, including cost of land use rights, deed tax, pre-development costs, and engineering costs, exclusive of depreciation,
are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within
a project based on the ratio of the sales area of units to the estimated total sales area of the project (or phase of the project) multiplied
by the total cost of the project (or phase of the project).

 Cost
of amenities transferred to buyers is allocated to specific units as a component of total construction cost. The amenity cost includes
landscaping, road paving, etc. Once the projects are completed, the amenities are under control of the property management companies.

 Real
estate property development completed and under development are subject to valuation adjustments when the carrying amount exceeds fair
value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds its fair value. The
carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets. The Company
reviews all of its real estate projects for future losses and impairment by comparing the estimated future undiscounted cash flows for
each project to the carrying value of such project. For the years ended September 30, 2023 and 2022, the Company recognized $ 72.3 million
and $ 73.6 million impairment loss for its real estate properties, respectively.

 Capitalization
of interest

 Interest
incurred during and directly related to real estate development projects is capitalized to the related real estate property under development
during the active development period, which generally commences when borrowings are used to acquire real estate assets and ends when
the properties are substantially complete or the property becomes inactive. Interest is capitalized based on the interest rate applicable
to specific borrowings or the weighted average of the rates applicable to other borrowings during the period. Interest capitalized to
real estate property under development is recorded as a component of cost of real estate sales when related units are sold. All other
interest is expensed as incurred. For the years ended September 30, 2023 and 2022, the total interest capitalized in the real estate
property development was $ 5,471,169 and $ 6,612,142, respectively.

 Property,
plant and equipment, net

 Property,
plant and equipment are recorded at cost less accumulated depreciation and any impairment losses. The cost of an asset comprises its
purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use.

 Depreciation
is computed using the straight-line method over the estimated useful lives of the assets, less any estimated residual value. Estimated
useful lives of the assets are as follows:

 Buildings

 39 years

 Vehicles

 8 years

 F- 13

 GREEN

 Any
gain or loss on disposal or retirement of a fixed asset is recognized in the profit and loss account and is the difference between the
net sales proceeds and the net carrying amount of the asset. When property and equipment are retired or otherwise disposed of, the asset
and accumulated depreciation are removed from the accounts and the resulting profit or loss is reflected in income (loss).

 Maintenance,
repairs and minor renewals are charged directly to expense as incurred unless such expenditures extend the useful life or represent a
betterment, in which case they are capitalized.

of long-lived assets

 The
Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition
of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value
exceeds the fair value.

 Assets
are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other
groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment
and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If
the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment
by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally determined by using the asset's
expected future discounted cash flows or market value. The Company estimates fair value of the assets based on certain assumptions such
as budgets, internal projections, and other available information as considered necessary. There impairment of long-lived assets is $ 99.5 million
and $ 78.9 million for the years ended September 30, 2023 and 2022.

 For
contract assets and prepayment of uncompleted projects, the Company adopts aging analysis and discounted cash flow by attaching a percentage
rate to calculate impair loss respectively.

 Customer
deposits

 Customer
deposits consist of amounts received from customers relating to the sale of residential units in the PRC. In the PRC, customers will
generally obtain permanent financing for the purchase of their residential unit prior to the completion of the project. The lending institution
will provide the funding to the Company upon the completion of the financing rather than the completion of the project. The Company receives
these funds and recognizes them as a liability until the revenue can be recognized.

 Property
warranties

 The
Company provides its customers with warranties which cover major defects of the building structure and certain fittings and facilities
of properties sold. The warranty period varies from two years to five years, depending on different property components the warranty
covers. The Company continually estimates potential costs for materials and labor with regard to warranty-type claims expected to be
incurred subsequent to the delivery of a property. Reserves are determined based on historical data and trends with respect to similar
property types and geographical areas. The Company continually monitors the warranty reserve and makes adjustments to its pre-existing
warranties, if any, in order to reflect changes in trends and historical data as information becomes available. The Company may seek
further recourse against its contractors or any related third parties if it can be proved that the faults are caused by them. In addition,
the Company also withholds up to 2 % of the contract cost from sub-contractors for periods of two to five years. These amounts are
included in construction deposits, and are only paid to the extent that there has been no warranty claim against the Company relating
to the work performed or materials supplied by the subcontractors. For the years ended September 30, 2023 and 2022, the Company
had not recognized any warranty costs in excess of the amount retained from subcontractors and therefore, no warranty reserve is considered
necessary at the balance sheet dates.

 Construction
deposits

 Construction
deposits are the warranty deposits the real estate contractors provide to the Company upon signing the construction contracts. The Company
can use such deposits to reimburse customers in the event of customer claims due to construction defects. The remaining balance of the
deposits are returned to the contractors when the terms of the after-sale property warranty expires, which normally occurs within two
to five years after the date of the deposit.

 Income
taxes

 In
accordance with FASB ASC Topic 740 "Income Taxes," deferred tax assets and liabilities are for the expected future tax consequences
of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized
for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting
amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected
to affect taxable income. A valuation allowances is established, when necessary, to reduce net deferred tax assets to the amount expected
to be realized.

 F- 14

 GREEN

 ASC
740-10-25 prescribes a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax positions
taken (or expected to be taken) in a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification
of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, years
open for tax examination, accounting for income taxes in interim periods and income tax disclosures. There are no material uncertain
tax positions as of September 30, 2023 and September 30, 2022.

 The
Company is a corporation organized under the laws of the State of Florida. However, all of the Company's operations are conducted
solely by its subsidiaries and VIE in the PRC. No income is earned in the United States and the management does not repatriate any
earnings outside the PRC. As a result, the Company did not generate any U.S. taxable income for the years ended September 30, 2023
and 2022. As of September 30, 2023, the Chinese entities' income tax returns filed in China for the years ended December 31,
2022, 2021, 2020, 2019 and 2018 are subject to examination by the Chinese taxing authorities.

 The
parent Company, China HGS Real Estate Inc.'s both U.S. federal tax returns and Florida state tax returns are delinquent since
2009. Its tax years ended September 30, 2009 through September 30, 2022 remain open for statutory examination by U.S.
federal and state tax authorities.

 On
December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "Act") was signed into law making significant changes to the
Internal Revenue Code. Changes include, but are not limited to, a U.S. corporate tax rate decrease from 35 % to 21 % effective
for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to
a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31,
2017. Due to the complexity involved in applying the provisions of the Tax Act, we made reasonable estimates of the effects and recorded
accrued amounts in our consolidated financial statements as of September 30, 2023 and 2022, including an approximately $ 2.3 million
provision on the deemed repatriation of undistributed foreign earnings and an additional $ 0.8 million provision for delinquent U.S.
 and State tax fillings. The
Company is in the process of engaging a tax professional to file its delinquent tax returns. Failure to furnish any income tax and information
returns with respect to any foreign business entity required, within the time prescribed by the IRS, subjects the Company to civil penalties.

 Land
appreciation tax ("LAT")

 In
accordance with the relevant taxation laws in the PRC, the Company is subject to LAT based on progressive rates ranging from 30 %
to 60 % on the appreciation of land value, which is calculated as the proceeds of sales of properties less deductible expenditures
including borrowing costs and all property development expenditures. LAT is exempted if the appreciation values do not exceed certain
thresholds specified in the relevant tax laws.

 The
whole project must be completed before the LAT obligation can be assessed. Accordingly, the Company should record the liability and the
total related expense at the completion of a project unless the tax authorities impose an assessment at an earlier date. The methods
to implement this tax law vary among different geographic areas. Hanzhong, where the projects Mingzhu Garden, Nan Dajie and Central Plaza
are located, implements this tax rule by requiring real estate companies prepay the LAT based upon customer deposits received. The
tax rate in Hanzhong is 1 %. Yang County, where the Yangzhou Pearl Garden and Yangzhou Palace projects are located, has a tax rate
of 0.5 %.

 Comprehensive
income (loss)

 In
accordance with ASC 220-10-55, comprehensive income (loss) is defined as all changes in equity except those resulting from investments
by owners and distributions to owners. The Company's only components of comprehensive income (loss) for the years ended September
30, 2023 and 2022 were net income and foreign currency translation adjustments.

 Advertising
expenses

 Advertising
costs are expensed as incurred. For the years ended September 30, 2023 and 2022, the Company recorded advertising expenses of $ 20,172 and
$ 4,593, respectively.

 F- 15

 GREEN

 Share-based

 The
Company accounts for share-based awards to employees and nonemployees directors and consultants in accordance with the provisions of
ASC 718, Compensation—Stock Compensation, and under the recently issued guidance following FASB's pronouncement, ASU 2018-07,
Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Under ASC 718, and applicable
updates adopted, for employee stock-based awards, share-based compensation cost is measured at the grant date based on the fair value
of the award and is recognized as expense with graded vesting on a straight-line basis over the requisite service period for the entire
award. For the non-employee stock-based awards, the fair value of the awards to non-employees are measured every reporting period based
on the value of the Company's common stock.

 Basic
and diluted earnings (loss) per share

 The
Company computes earnings (loss) per share ("EPS") in accordance with the FASB ASC Topic 260, "Earnings per share,"
which requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average
common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of
potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods
presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per
share or decrease loss per share) are excluded from the calculation of diluted EPS. Diluted
loss per share is the same as basic loss per share due to the lack of dilutive items in the Company for the years ended September 30,
2023. The number of warrants is omitted excluded from the computation as the anti-dilutive effect As
of September 30, 2023, there were outstanding warrants to purchase approximately 58,606,383 shares of
the Company's common stock (September 30, 2022- 30,741,366)

 Concentration
risk

 The
Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of
operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC's
economy. The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated
with companies in North America. The Company's results may be adversely affected by changes in governmental policies with respect
to laws and regulations, anti-inflationary measures, currency conversion and remittances abroad, and rates and methods of taxation, among
other things. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash
and trade accounts receivable. The Company's cash and restricted cash were on deposit at financial institutions in the PRC, which
the management believes are of high credit quality. In May, 2015, China's new Deposit Insurance Regulation came into effect, pursuant
to which banking financial institutions, such as commercial banks, established in China are required to purchase deposit insurance for
deposits in RMB and in foreign currency placed with them. Such Deposit Insurance Regulation would not be effective in providing complete
protection for the Company's accounts, as its aggregate deposits are much higher than the compensation limit of RMB 500,000 (approximately
$ 68,531). However, the Company believes that the risk of failure of any of these Chinese banks is remote. Bank failure is uncommon in
China and the Company believes that the Chinese banks that hold the Company's cash and restricted cash are financially sound based
on public available information. The Company has not experienced any losses in its bank accounts.

 Impact
of Recent Accounting Pronouncements

 The accounting
standards that we adopted beginning October 1, 2022 did not have a significant impact on our consolidated financial statements.

 F- 16

 GREEN

 NOTE
3. PREPAYMENT FOR EQUIPMENT

 As
of September 30, 2023 and 2022, prepayment for energy equipment was as follows:

 2023

 2022

 Energy equipment

 Others

 15,500

 -

 Total

 $
 26,952,415

 $

 The
prepayment of Energy equipment was for the Company's new business on green energy. The counterparties are Golden Mainland Inc.
and Golden Ocean Inc.

 NOTE 4. REAL
ESTATE PROPERTY COMPLETED AND UNDER DEVELOPMENT

 The
following summarizes the components of real estate property completed and under development as of September 30, 2023 and 2022:

 Balance as of:

 2023

 2022

 Development
 completed:

 Hanzhong City
 Mingzhu Garden Phase II

 $
 20,151,590

 $
 20,672,000

 Hanzhong City Oriental
 Pearl Garden

 16,989,637

 17,425,514

 Yang County Yangzhou Pearl
 Garden Phase II

 1,981,727

 2,039,912

 Yang
 County Yangzhou Palace

 33,009,114

 34,635,104

 Real
 estate property development completed

 $
 72,132,068

 $
 74,772,530

 Under
 development:

 Hanzhong City Liangzhou
 Road and related projects (a)

 $
 172,277,097

 $
 173,289,941

 Hanzhong City Hanfeng Beiyuan
 East (b)

 767,270

 786,954

 Hanzhong City Beidajie
 (b)

 32,334,013

 31,144,446

 Yang County
 East 2 nd Ring Road (c)

 7,460,428

 7,904,869

 Real
 estate property under development

 $
 212,838,808

 $
 213,126,210

 ( 135,980,892
)

 ( 67,825,622
)

 Real
 estate property under development

 $
 76,857,916

 $
 145,300,588

 (a)
 In September 2013, the Company entered into an agreement ("Liangzhou Agreement") with the Hanzhong local government on the Liangzhou Road reformation and expansion project (Liangzhou Road Project"). Pursuant to the agreement, the Company is contracted to reform and expand the Liangzhou Road, a commercial street in downtown Hanzhong City, with a total length of 2,080 meters and a width of 30 meters and to resettle the existing residences in the Liangzhou road area. The government's original road construction budget was approximately $ 33 million in accordance with the Liangzhou Agreement. The Company, in return, is being compensated by the local government to have an exclusive right on acquiring at least 394.5 Mu land use rights in a specified location of Hanzhong City. The Liangzhou Road Project's road construction started at the end of 2013. In 2014, the original scope and budget on the Liangzhou road reformation and expansion project was extended, because the local government included more area and resettlement residences into the project, which resulted in additional investments from the Company. In return, the Company is authorized by the local government to develop and manage the commercial and residential properties surrounding the Liangzhou Road project. The Company launched the construction of the Liangzhou Road related projects in December 2020. As of September 30, 2023, the main Liangzhou road construction is substantially completed.

 F- 17

 GREEN

 The
Company's development cost incurred on Liangzhou Road Project is treated as the Company's deposit on purchasing
the related land use rights, as agreed by the local government. As of September 30, 2023, the actual costs incurred by the Company
were approximately $ 172.3 million (September 30, 2022 - $ 173.3 million) and the incremental cost related to residence resettlements
approved by the local government. The Company determined that the Company's Investment in the Liangzhou Road Project in exchange
for interests in future land use rights is a barter transaction with commercial substance.

 (b)
 In September 2012, the Company was approved by the Hanzhong local government to construct four municipal roads with a total length of approximately 1,192 meters. The project was deferred and then restarted during the quarter ended June 30, 2014. As of September 30, 2021, the local government has not completed the budget for these projects therefore the delivery for these projects for the government's acceptance and related settlement were extended to 2023. Due to delays in the government approval and slow development progress, in January 2021, the Company disposed of certain construction properties in the Beidajie project at carrying value to Hanzhong Guangsha Real Estate Development Inc. ("Hanzhong Guangsha") an entity controlled by the Company's former chairman and Chief executive officer, Mr. Xiaojun Zhu to settle the payable of approximately $27.5 million related to Hanzhong Guangsha in connection with the acquisition of the Hanzhong Nanyuan II Project disclosed below.

 On
January 20, 2021, the Company entered into agreement with Hanzhong Guangsha, an entity controlled by Mr. Xiaojun Zhu, to acquire certain
real estate under development in the Hanzhong Nanyuan II Project in the amount of approximately $ 27.5 million,
for the local government's residence reallocation related to the Liangzhou road and affiliated project. All the real estate property
in Hanzhong Nanyuan II project was completed and sold to the local government for residence reallocation purposes by September 30, 2021.

 (c)
 The Company was engaged by the Yang County local government to construct the East 2nd Ring Road with a total length of 2.15 km. The local government is required to repay the Company's project investment costs within 3 years with interest at the interest rate based on the commercial borrowing rate with the similar term published by the China Construction Bank (September 30, 2023 and 2022 - 4.75 %). The local government has approved a refund to the Company by reducing local surcharges or taxes otherwise required in the real estate development. The road construction was substantially completed as of September 30, 2021 and is in process of the government's review and approval. For the year ended September 30, 2023, the Company received the local government's installment payments of approximately $ 2.1 million, which was included in the Company's customer deposits as of September 30, 2023.

 NOTE 5. PROPERTY,
PLANT AND EQUIPMENT, NET

 As
of September 30, 2023 and 2022, property, plant and equipment was as follows:

 2023

 2022

 Buildings

 $
 749,320

 $
 768,544

 Automobiles

 —

 —

 Total

 749,320

 768,544

 Less:
 accumulated depreciation

 ( 299,925
)

 ( 285,325
)

 Property,
 plant and equipment, net

 $
 449,395

 $
 483,219

 Depreciation
expense for the years ended September 30, 2023 and 2022 was $ 22,485 and $ 24,201, respectively.

 F- 18

 GREEN

 NOTE 6. RECEIVABLE
FROM LOCAL GOVERNMENT

 In
June 2012, the Company was approved by the Hanzhong local government to construct two municipal roads with a total length
of 1,064 meters. The Company completed and delivered these two roads to the local government on March 21, 2014 with the local government's
approval. The Company recognized such revenue during the year ended September 30, 2014. As of September 30, 2023, a receivable
balance from the Hanzhong local government was $ 41,299,431 (September 30, 2022 $ 42,358,987) and the Company expects to realize
the receivable to offset municipal surcharges from the local government for the Liangzhou Road related projects when the Company started
the Liangzhou Road related real estate property construction in 2023 and later years. The Company made a bad debt provision in amount
of $ 26,385,853 during the fiscal year.

 NOTE 7. SECURITY
DEPOSITS

 As
of September 30, 2023 and 2022, security deposits were as follows:

 2023

 2022

 Security
 deposit for land use right (1)

 $
 1,726,720

 $
 1,771,019

 (1)
 In May 2011, the Company entered into a development agreement with the Hanzhong local government. Pursuant to the agreement, the Company prepaid $ 1,726,720 and $ 1,771,019 to Hanzhong Urban Construction Investment Development Co., Ltd to acquire certain land use rights through public bidding as of September 30, 2023 and 2022, respectively. The Company currently expects to make payment of the remaining development cost as the government's work progresses.

 NOTE 8. CONSTRUCTION
LOANS

 2023

 2022

 Loan A (i)

 $
 89,382,520

 $
 91,675,668

 Loan
 C (ii)

 16,273,187

 16,690,683

 $
 105,655,707

 $
 108,366,351

 (i)
 On June 26, 2015 and March 10, 2016, the Company signed phase I and Phase II agreements with Hanzhong Urban Construction Investment Development Co., Ltd, a state-owned Company, to borrow up to approximately $ 106.2 million (RMB 775,000,000) for a long term loan with interest at 4.75 % to the develop Liangzhou Road Project. As of September 30, 2023, the Company borrowed $ 89,382,520 under this credit line (September 30, 2022 - $ 91,675,668). Due to the local government's delay in the reallocation of residences in the Liangzhou Road Project and related area, the Hanzhong Urban Construction Investment Development Co., Ltd has not released all the funds available to the Company and additional withdrawals will be based on the project's development progress and the Company expects the loan will be extended upon maturity. The loan is guaranteed by Hanzhong City Hantai District Municipal Government and pledged by the Company's Yang County Yangzhou Palace project with a carrying value of $ 33,009,114 as of September 30, 2023 (September 30, 2022 - $ 34,635,104). For the year ended September 30, 2023, the interest was $ 3,229,555 (September 30, 2022 - $ 6,066,302), which was capitalized into the development cost of the Liangzhou Road Project.

 (ii)
 In December 2016, the Company signed a loan agreement with Hantai District Urban Construction Investment Development Co., Ltd, a state-owned Company, to borrow up to approximately $ 16.3 million (RMB 119,000,000) for the development of the Hanzhong City Liangzhou Road Project. The interest is 1.2% and due on June 20, 2031. The Company is required to repay the loan in equal annual principal repayments of approximately $ 3.2 million commencing from December 2027 through June 2031 with interest payable on an annual basis. The Company pledged the assets of the Liangzhou Road related projects with a carrying value of $ 172,277,097 as collateral for the loan. Total interest of $ 205,270 for the year ended September 30, 2023 was capitalized into the development cost of the Hanzhong City Liangzhou Road Project (September 30, 2022 - $ 220,935).

 F- 19

 GREEN

 Additionally,
in September 2017, the Urban Development Center Co., Ltd. approved a construction loan for the Company in the amount of approximately
$ 24.0 million (RMB 175,000,000) with an annual interest rate of 1.2 % per year in connection with the Liangzhou Road and
related Project. The Company is required to repay the loan in equal annual principal repayment of approximately $ 5 million commencing
from December 2027 through May 2031 with the interest payable on an annual basis. The amount of this loan is available to be
drawn down as soon as the land use rights of the Liangzhou Road Project are approved and the construction starts, which is expected to
be completed before the end of 2023. As of September 30, 2023 and 2022, the outstanding balance of the loan was Nil. Interest charges
for the year ended September 30, 2023 and 2022 were $ 301,868 and $ 324,905, respectively, which was included in the construction
capitalized costs.

 NOTE 9. OTHER
PAYABLES

 The
following table presents the other payables balances as of September 30, 2023 and 2022.

 2023

 2022

 Accrued interest
 expense

 12,884,953

 7,790,654

 Maintenance Funds

 1,617,842

 2,002,289

 Others

 3,740,390

 3,785,770

 Total

 $
 18,243,185

 $
 13,578,713

 NOTE 10. CONTRACT
LIABILITIES

 The
following table presents the contract balances as of September 30, 2023 and 2022.

 2023

 2022

 Contract
 liabilities

 1,910,327

 1,989,898

 Total

 $
 1,910,327

 $
 1,989,898

 NOTE 11. CUSTOMER
DEPOSITS

 Customer
deposits consist of amounts received from customers for the pre-sale of residential units in the PRC. The details of customer deposits
are as follows:

 2023

 2022

 Customer deposits by real estate projects:

 Mingzhu Garden
 (Mingzhu Nanyuan and Mingzhu Beiyuan)

 $
 8,091,255

 $
 8,300,749

 2,939,411

 3,015,526

 Liangzhou road related projects

 175,439

 186,968

 Yang County Pearl Garden

 713,190

 731,206

 Yang County
 East 2nd Ring Road

 2,055,921

 2,108,667

 Yangzhou
 Palace

 5,251,479

 5,499,652

 Total

 $
 19,226,695

 $
 19,842,768

 Customer
deposits are typically 10 % - 20 % of the unit selling price for those customers who purchase properties in cash and 30 %- 50 %
of the unit selling price for those customers who purchase properties with mortgages.

 NOTE 12. TAXES

 (A) Business
sales tax and VAT

 The
Company is subject to a 5 % VAT for its existing real estate projects based on the local tax authority's practice. As of September
30, 2023, the Company had business VAT tax payable of $ 3,330,804 (September 30, 2022 - $ 4,144,254), which is expected to be paid
when the projects are completed and assessed by the local tax authority.

 F- 20

 (B) Corporate income
taxes ("CIT")

 The Company's
PRC subsidiary and VIE are governed by the Income Tax Law of the People's Republic of China concerning the privately run enterprises,
which are generally subject to income tax on income reported in the statutory financial statements after appropriate tax adjustments.
The Company's CIT rate is 25 % on taxable income. Although the possibility exists for reinterpretation of the application of
the tax regulations by higher tax authorities in the PRC, potentially overturning the decision made by the local tax authority, the Company
has not experienced any reevaluation of the income taxes for prior years. The PRC tax rules are different from the local tax rules and
the Company is required to comply with local tax rules. The difference between the two tax rules will not be a liability of the Company.
There will be no further tax payments for the difference. As of September 30, 2023 and September 30, 2022, the Company's total income
tax payable amounted to $ 12,907,040 and $ 13,279,845, respectively, which included the income tax payable balances in the PRC of $ 9,342,041 and
$ 9,714,844, respectively and the Company expects to pay this income tax payable balance when the related real estate projects are completely
sold.

 The following
table reconciles the statutory rates to the Company's effective tax rate for the years ended September 30, 2023 and 2022:

 2023

 2022

 Chinese statutory tax rate

 25.0
 %

 25.0
 %

 ( 22.6
)%

 ( 18.2
)%

 Bad debt provision

 ( 0.4
)%

 —

 Valuation allowance change

 ( 2.0
)%

 ( 2.1
)%

 Net impact of tax exemption and other adjustments

 —

 %

 ( 4.7
)%

 Effective tax rate

 —

 %

 —

 %

 Income tax expense for the years
ended September 30, 2023 and 2022 is summarized as follows:

 2023

 2022

 Current tax provision

 $

 —

 $

 —

 Deferred tax provision

 —

 —

 Income tax expense

 $

 —

 $

 —

 Recent U.S.
federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the "U.S. Tax Reform"), was signed into law on
December 22, 2017. The U.S. Tax Reform significantly modified the U.S. Internal Revenue Code by, among other things, reducing the statutory
U.S. federal corporate income tax rate from 35 % to 21 % for taxable years beginning after December 31, 2017; limiting and/or
eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transition tax on a mandatory deemed
repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating
U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may
elect to pay the one-time transition tax over eight years or in a single lump sum. The U.S. Tax Reform also includes provisions for a
new tax on Global Intangible Low-Taxed Income ("GILTI") effective for tax years of foreign corporations beginning after December
31, 2017. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of controlled foreign corporations
("CFCs"), subject to the possible use of foreign tax credits and a deduction equal to 50 percent to offset the income
tax liability, subject to some limitations. As of September 30, 2023 and 2022, the Company's GILTI tax payable was Nil.

 For
the year ended September 30, 2018, the Company recognized a one-time transition toll tax of approximately $ 2.3 million that represented
management's estimate of the amount of U.S. corporate income tax based on the deemed repatriation to the United States of the Company's
share of previously deferred earnings of certain non-U.S. subsidiaries and VIE of the Company mandated by the U.S. Tax Reform. The Company's
estimate of the onetime transition toll Tax is subject to the finalization of management's analysis related to certain matters,
such as developing interpretations of the provisions of the Tax Act and amounts related to the earnings and profits of certain foreign
VIEs and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the
Tax Act may require further adjustments and changes in our estimates. As of September 30, 2023 and 2022, the Company provided an additional
$ 0.8 million provision due to delinquent U.S. tax return fillings.

 F- 21

 GREEN

 Composition of deferred tax assets
and liabilities:

 As of

 2023

 Deferred tax assets

 24,887,295

 Bad debt provision

 455,930

 Tax losses carried forward and other

 2,187,145

 27,530,370

 Valuation allowance

 ( 27,530,370
)

 Total deferred tax assets

 -

 (C) Land appreciation
tax ("LAT")

 Since January
1, 1994, LAT has been applicable at progressive tax rates ranging from 30 % to 60 % on the appreciation of land values, which
is calculated as the proceeds of sales of properties less deductible expenditures including borrowing costs and all property development
expenditures. LAT is exempted if the appreciation values do not exceed certain thresholds specified in the relevant tax laws.

 The whole
project must be completed before the LAT obligation can be assessed. Accordingly, the Company should record the liability and the total
related expense at the completion of a project unless the tax authorities impose an assessment at an earlier date. The methods to implement
this tax law vary among different geographic areas. Hanzhong, where the projects Mingzhu Garden, Nan Dajie and Central Plaza are located,
implements this tax rule by requiring real estate companies prepay the LAT based upon customer deposits received. The tax rate in
Hanzhong is 1 %. Yang County, where the Yangzhou Pearl Garden and Yangzhou Palace projects are located, has a tax rate of 0.5 %.

 As at September
30, 2023 and 2022, the outstanding LAT payable balance was Nil with respect to completed real estate properties sold up to September
30, 2023 and 2022, respectively.

 (D) Taxes payable consisted
of the following:

 2023

 2022

 CIT

 $
 12,907,040

 $
 13,279,845

 Business tax

 3,330,804

 4,144,254

 Other taxes and fees

 2,398,180

 2,556,259

 Total taxes payables

 $
 18,636,024

 $
 19,980,358

 NOTE 13. STOCKHOLDERS'
EQUITY

 (a) Common stock

 1)
 On January 14, 2022, the Company closed a private placement with certain investors. In connection
with the private placement, the Company issued an aggregate of 10,247,122 units (the "Units"), each Unit consisting
of one share of common stock, par value $ 0.001 per share ("Common Stock") and a warrant to purchase three shares
of Common Stock with an initial exercise price of $ 2.375 at a price of $ 2.375 per Unit, for gross proceeds of approximately
$ 24.3 million. The warrants expire five and a half years from its date of issuance. The warrants are subject to customary
anti-dilution provisions reflecting stock dividends and splits or other similar transactions.

 In
connection with the private placement of 10,247,122 units that closed on January 14, 2022, the Company issued warrants to purchase 30,741,366 shares
of Common Stock at $ 2.375 per share. These warrants are not exercisable until six months from the date of issuance and required the
reservation of common shares for their issuance. With the sales these units and other sales of Common Stock, the Company does not have
the necessary authorized shares should these warrants be converted and was not able to reserve the Common Stock underlying these warrants.
The Company is planning to increase their authorized shares prior to the warrants becoming exercisable. If the Company has not increased
the authorized shares sufficiently, these warrants will be reflected at their fair value as a liability which could be material. On
March 30, 2022, the transaction contemplated by the SPA closed.

 2)
 On March 16, 2022, the Company entered into a certain securities purchase agreement (the "SPA") with certain purchasers whom are "non-U.S. Persons" (the "Investors") as defined in Regulation S of the Securities Act of 1933, pursuant to which the Company agreed to sell an aggregate of 4,600,000 shares of Common Stock, par value $ 0.001 per share, for an aggregate purchase price of approximately $ 4.6 million. On March 30, 2022, the transaction contemplated by the SPA closed.

 F- 22

 GREEN

 3)
 On October 5, 2022, the Company entered into a certain securities purchase agreement (the "SPA")
with certain purchasers whom are "non-U.S. Persons" (the "Investors") as defined in Regulation S of the Securities
Act of 1933, pursuant to which the Company agreed to sell 9,288,339 units, each consisting of one share of the common stock of the Company,
par value $ 0.001 per share (the "Common Stock") and a warrant to purchase three shares of Common Stock. The purchase
price of each Unit is $ 0.56, for an aggregate purchase price of approximately $ 5.2 million. On October 25, 2022, the transaction
contemplated by the SPA closed.

 4)
 The Company awards common stocks to a director and three consultants pursuant to the 2022 Equity
Incentive Plan, which was registered on the Form S-8. Compensation cost related to such awards is measured based on the fair value of
the instrument on the grant date. These common stocks are vested immediately after granted.

 5)
 On August 10, 2022, Board of directors of the Company issued an aggregate of 5,990,000 registered
common stock of the Company, par value $ 0.001 per share ("Common Stock'), from the Company's current registration statement
on Form S-8 (Form S-8), to the Consultants or their designees namely, Aizhen Wei, Jun Liao and Youbing Li on the terms and conditions
setforth in the Agreements, immediately vested upon grant. We record stock-based compensation expense for non-employees at fair value
on the grant date as the consideration for service received. On August 10, 2022 the grant date, the Company's share price closed
at $ 3.23 per share, hence total share-based compensation is equal to $ 19,347,700;

 6)
 On September 6, 2022, the Company awarded Jia Zhang, one of the independent directors
of the Board, of 10,000 common shares as annual compensation for his role with the Board immediately vested upon the grant date. On
September 6, 2022/the grant date, the Company's share price closed at $ 2.27 per share, hence total share-based compensation
is equal to $ 22,700.

 7)
 On January 27, 2023, the company granted 40,000 shares
of GGE's restricted stock to FTGC or its designee for the termination of the Exclusion Placement Agent Agreement.

 (b) Statutory
surplus reserves

 The Company
is required to make appropriations to reserve funds, comprising the statutory surplus reserve and discretionary surplus reserve, based
on after-tax net income determined in accordance with generally accepted accounting principles of the PRC ("PRC GAAP").

 Appropriations
to the statutory surplus reserve is required to be at least 10 % of the after tax net income determined in accordance with PRC GAAP
until the reserve is equal to 50 % of the entities' registered capital. Appropriations to the discretionary surplus reserve
are made at the discretion of the Board of Directors. The statutory surplus reserve fund is non-discretionary other than during liquidation
and can be used to fund previous years' losses, if any, and may be utilized for business expansion or converted into share
capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of shares currently
held by them, provided that the remaining statutory surplus reserve balance after such issue is not less than 25 % of the registered
capital before the conversion. The Company is required to appropriate 10 % of its net profits as statutory surplus reserve. As
of September 30, 2023 and 2022, the balance of statutory surplus reserve was $ 11,095,939 and $ 11,095,939, respectively.

 The discretionary
surplus reserve may be used to acquire fixed assets or to increase the working capital to expend on production and operations of the business.
The Company's Board of Directors decided not to make an appropriation to this reserve for the years ended September 30, 2023
and 2022.

 NOTE 14. CONTINGENCIES
AND COMMITMENTS

 From time
to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated
with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss
contingencies are expensed as incurred. The Company's management does not believe the liability from the disposition of such claims
and litigation individually or in the aggregate would have a material adverse impact on the Company's consolidated financial position,
results of operations and cash flows.

 F- 23

 As an ind ustry
practice, the Company provides guarantees to PRC banks with respect to loans procured by the purchasers of the Company's real estate
properties for the total mortgage loan amount until the buyer obtains the "Certificate of Ownership" of the properties from
the government, which generally takes six to twelve months. Because the banks provide loan proceeds without getting the "Certificate
of Ownership" as loan collateral during the six to twelve month period, the mortgage banks require the Company to maintain, as restricted
cash of at least 5 % of the mortgage proceeds as security for the Company's obligations under such guarantees. If a purchaser
defaults on its payment obligations, the mortgage bank may deduct the delinquent mortgage payment from the security deposit and require
the Company to pay the excess amount if the delinquent mortgage payments exceed the security deposit. If the delinquent mortgage payments
exceed the security deposit, the banks may require us to pay the excess amount. If multiple purchasers' default on
their payment obligations at around the same time, we will be required to make significant payments to the banks to satisfy our guarantee
obligations. If we are unable to resell the properties underlying defaulted mortgages on a timely basis or at prices higher than the amounts
of our guarantees and related expenses, we will suffer financial losses. The Company has the required reserves in its restricted cash
account to cover any potential mortgage defaults as required by the mortgage lenders. Since inception through the release of this report,
the Company has not experienced any delinquent mortgage loans and has not experienced any losses related to these guarantees. As of September
30, 2023 and 2022, our outstanding guarantees in respect of our customers' mortgage loans amounted to approximately $ 24.2 million
and $ 24.9 million, respectively. As of September 30, 2023 and 2022, the amount of restricted cash reserved for these guarantees was
approximately $ 2.6 million and $ 3.0 million, respectively, and the Company believes that such reserves are sufficient.

 The Company
has been named as a defendant in a number of lawsuits arising in its ordinary course of business. As of the date of this annual report,
the Company continues to use all commercially reasonable efforts to defend itself in these proceedings and is undergoing on-going discussion
with regulatory authorities.

 1)
 Dispute
of labor services contracts between WangCang County Lexin Labor Services Co. Ltd (WangCang), Xi'an branch office of Zhejiang Hongcheng
Construction Group Co. Ltd. (Hongcheng) and Shaanxi Guangxia Investment Development Group Co., Ltd (Guangxia). The court judgement pronounced that
Guangxia was not responsible, but after WangCang applying enforcement of lawsuit execution, Guangxia was debtors to Hongcheng. The Intermediate
People's Court of Hanzhong City sent letters requiring Guangxia to assist in executing and fulfilling mature liabilities.
Guangxia was appended as party subject to enforcement later. During the period when WangCang substituted execution, Guangxia provided
real estate for the court to sequestrate and auction. Afterwards, WangCang sued for the same case at the People's court of HanTai
District, requesting that Guangxia assumed responsibilities within the range of unpaid project funds. the court decided that Guangxia
assumed responsibilities for the principal of WangCang' project funds within the range of its unpaid project funds to Hongcheng,
This case concurrently entered the execution procedure. As the subject matter of the above lawsuits coincided, Hongcheng also has applied
enforcement with the Intermediate People's Court of Hanzhong city to sequestrate enough real estate of Guangxia. Guangxia
 proposed objection to execution to the Intermediate People's Court of Hanzhong city, requiring to terminate the
petition to execute by WangCang and to unfreeze the sequestration of real estate. WangCang' execution constitutes duplicate execution,
and continuing its substituted execution was unjustifiable from law standpoint. At of November 17, 2023, the Intermediate People's
Court of Hanzhong city has held hearing and has not arrived at any effective verdict. As of September 30, 2023, unpaid principal
was RMB 24 million ($ 3.3 million) and unpaid interest accrual was included in the following case 2.

 2)
 Execution
of dispute over projects construction contracts between Zhejiang Hongcheng Construction Group Co. Ltd (Hongcheng) and Shaanxi Guangxia
 Investment Development Group Co., Ltd (Guangxia). Guangxia proposed objection to execution to the Intermediate People's
Court of Hanzhong city, As Guangxia and Hongcheng both have lawsuit execution against each other, Guangxia has fulfilled execution
payments to some executors who assisted and the three lawsuits in which Guangxia prosecuted Hongcheng for construction contracts disputes
have not been ruled by the court that involving around RMB 60 million ($ 8.2 million),
therefore, whether Guangxia owes should be confirmed after all lawsuits are judged effectively and the two parties reconciled with
each other's accounting books. As of September 30, 2023, RMB 6.33 million ($ 0.87 million) has been paid, unpaid balance was RMB 53.68
million ($ 7.36 million), plus the interests accrual in RMB2, 33 million ($ 0.32 million) in fiscal 2023, accumulated principle and interest
totaled in RMB 67.01 million ($ 9.18 million) as at September
30, 2023.

 3)
 Disputes over leasing contracts between Hantai District Community
Center Hanzhong Urban Counsel and Shaanxi Guangsha Investment Development Group Co., Ltd, was in execution stage at present. As the implementation
of project cooperated with the government of HanTai district to renovate housing units in run-down areas, it has been suspended, the
fund should be assumed by the government of HanTai district. Guangxia can recover from the government of HanTai district after assuming.
As of September 30, 2023, unpaid principal was RMB 0.77 million ($ 0.11 million) and interest was RMB 0.17 million ($ 0.02 million), plus
the interest accrual in RMB 0.06 million ($ 0.008 million) in fiscal 2023, accumulated principle and interest totaled in RMB 0.99 million
($ 0.14 million) as at September 30, 2023.

 4)
 Disputes over construction contracts between Shaanxi Tangxin
Fire-Fighting Safety Engineering Co., Ltd and Shaanxi Guangxia Investment Development Group Co., Ltd, the two parties mediated and wound
up. The execution of this lawsuit has been concluded. As of September 30, 2023, unpaid principal was RMB 0.91 million ($ 0.13 million)
plus the interests accrual in RMB 0.04 million ($ 0.005 million) in fiscal 2023, accumulated principle and interest totaled in RMB 0.95
million ($ 0.13 million) as at September 30, 2023.

 There
were additional 112 new cases in fiscal 2023 totaled in RMB 8.68 million
($ 1.19 million). The Company accrued RMB 11.12 million ($ 1.52 million)
for the 116 cases in the current fiscal year as the contingency liabilities.

 F- 24

 NOTE 15.
SUBSEQUENT EVENTS

 On November 17, 2023, the shareholders
approved the Company's 2023 Equity Incentive Plan (the "2023 Plan"). The 2023 Plan provides for the grant of
awards which are distribution options, stock appreciation rights, restricted stock, restricted stock unit award s,
stock bonus awards and performance compensation awards to key management employees and nonemployee directors, and nonemployee
consultants and advisers of the Company. The Company has reserved a total of 8,360,000 shares of common stock for issuance
under the 2023 Plan.

 On December 12, 2023, the Company entered into
a securities purchase agreement with certain accredited investors to sell $ 5.95 million of its units, each consisting of one share of its
common stock, $ 0.001 par value per share, one Class A common warrant to purchase one share of common stock and one Class B common warrant
to purchase one share of common stock, and pre-funded units, each consisting of one pre-funded warrant, one Class A common warrant to
purchase one share of common stock and one Class B common warrant to purchase one share of common stock. The Offering is being made pursuant
to an effective shelf registration statement on Form S-3 (File No. 333-270324) previously filed with the U.S. Securities and Exchange
Commission which was declared effective on May 2, 2023.

 Under the terms of the securities purchase agreement, GGE has agreed
to sell 35,000,000 units at a per unit purchase price of $ 0.17. The Class A common warrants will be exercisable immediately upon the increase
of the Company's authorized shares for a term of five years and have an initial exercise price of $ 0.17 subject to certain reset
30 trading days after the increase of the Company's authorized shares. The Class B common warrants will be exercisable immediately
upon the date of issuance for a term of five years and have an initial exercise price of $ 0.27. In addition to the customary cashless
exercise rights provided in both the Class A common warrants and the Class B common warrants, the Class B common warrants will also provide
an alternate cashless exercise allowing the holder to right to exercise at any time, on a cashless exercise basis for a larger number
of shares of common stock under certain conditions. The Company agreed to hold a shareholders' meeting within 120 days of closing
of the Offering to increase the authorized share of common stock of the Company. The holders of the warrants agreed not to exercise cashlessly
below $ 1.50 during the first 20 trading days after effectuation of a reverse split of the common stock. The Offering closed on December
14, 2023.

 F- 25

 SCHEDULE I- PARENT
COMPANY BALANCE SHEETS

 (UNAUDITED)

 2023

 2022

 ASSETS

 Cash

 $
 2,193

 Other assets

 187,699

 161,700

 Prepayment for energy equipment

 26,952,415

 Amount due from related party

 195,000

 2,000

 Long term investment

 100,000

 —

 Investment in subsidiary and VIE

 $
 —

 $
 94,868,534

 Total assets

 $
 27,437,307

 $
 123,043,589

 LIABILITIES AND STOCKHOLDERS' EQUITY

 LIABILITIES

 Accrued expenses

 $
 8,000

 17,528

 Other payables

 4,179

 15,391

 Tax payable

 3,565,000

 $
 3,565,000

 Amount due to related parties

 10,066

 —

 Loss in excess of investments in subsidiaries, VIEs and VIEs' subsidiaries

 8,156,105

 —

 Total liabilities

 11,743,350

 3,597,919

 Stockholders' equity*:

 Common stock,$ 0.001 par value, 200,000,000 shares authorized; 55,793,268 and 46,464,929 shares outstanding as at September 30, 2023 and September 30,2022

 55,793

 46,464

 Additional paid-in capital

 190,119,912

 184,821,771

 Statutory surplus

 Retained earnings

 ( 177,554,205
)

 ( 67,432,727
)

 Accumulated other comprehensive income (loss)

 ( 8,023,482
)

 ( 9,085,777
)

 Total stockholders' equity

 Total Liabilities and Stockholders' Equity

 $
 27,437,307

 $
 123,043,589

 *
 Adjusted to give retroactive effect to a one-for-two reverse stock split effective on August 20, 2020.

 The accompanying notes
are integral part of Schedule I

 F- 26

 SCHEDULE I –
PARENT COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

 FOR THE YEARS
ENDED SEPTEMBER 30, 2023 AND 2022

 (UNAUDITED)

 2023

 2022

 Equity in profit of subsidiary and VIE

 $
 ( 104,086,934
)

 $
 ( 87,959,503
)

 General and administrative expenses

 ( 5,885,561
)

 ( 20,164,709
)

 Interest expense

 ( 2,983
)

 ( 470
)

 Other expense

 ( 146,000
)

 —

 (Loss) income before income taxes

)

)

 Provision for income taxes

 —

 —

 Net (loss) income

)

)

 Other comprehensive loss

 Foreign currency translation adjustment

 1,062,295

 ( 11,434,674
)

 Comprehensive loss

 $
 ( 109,059,183
)

 $
 ( 119,559,356
)

 The accompanying notes
are integral part of Schedule I

 F- 27

 SCHEDULE I -PARENT
COMPANY STATEMENTS OF CASH FLOWS

 FOR THE YEARS
ENDED SEPTEMBER 30, 2023 AND 2022

 (UNAUDITED)

 2023

 2022

 Cash flows from operating activities

 Net (loss) income

 $
)

 $
)

 Adjustments to reconcile net income to net cash used in operating activities:

 Share based compensation

 —

 19,370,400

 Equity in profit of subsidiary and VIE

 104,086,934

 87,959,503

 Changes in assets and liabilities:

 Taxes payable

 —

 —

 Prepayment

 ( 15,500
)

 —

 Other assets

 ( 25,999
)

 ( 161,700
)

 Other payables

 ( 11,212
)

 15,391

 Accrued expenses

 ( 9,528
)

 17,528

 Interco

 ( 182,934
)

 ( 2,000
)

 Net cash used in operating activities

 ( 6,279,717
)

 ( 925,560
)

 Cash Flows from Investing Activities:

 Prepayment for energy equipment

 —

 ( 26,936,915
)

 Investment in subsidiary and VIE

 ( 100,000
)

 —

 Net Cash Used in Investing Activities

 ( 100,000
)

 ( 26,936,915
)

 Cash flow from financing activities:

 Proceeds from private placements

 Net cash (used in) financing activities

 Net increase (decrease) in cash

 ( 1,072,247
)

 Cash, beginning of year

 —

 Cash, end of year

 $
 2,193

 $

 Supplemental disclosures of cash flow information:

 Interest paid

 $
 —

 $
 —

 Income taxes paid

 $
 —

 $
 —

 The accompanying notes
are integral part of Schedule I

 F- 28

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

 None.

 Item 9A. Controls and
Procedures

 (a) Evaluation of Disclosure Controls
and Procedures

 Under
the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer,
we carried out an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in SEC Rules 13a-15(e) and
15d-15(e)) as of the end of the period covered by this report. Based on such evaluation, our management, including our Chief Executive
Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures were not effective as of September 30,
2023, because of the material weakness in our internal control over financial reporting as described below.

 (b) Management's Report on Internal
Control over Financial Reporting

 The Company's management
is responsible for establishing and maintaining internal controls over financial reporting. Internal Control Over Financial Reporting
is a process designed by, and under the supervision of, the Company's principal executive and principal financial officers, or persons
performing similar functions, and effected by the Company's board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and procedures that:

 1.

 Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 2.

 Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of its management and board of directors; and

 3.

 Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on its financial statements.

 Because of its inherent
limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated
financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject
to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.

 Our management, including
our chief executive officer and chief financial officer, has conducted a self-assessment, including attestation of the design and operational
effectiveness of the Company's internal controls over financial reporting as of September 30, 2023. In making its assessment, management
used the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the "2013 COSO Framework"). The 2013 COSO Framework outlines the 17 underlying principles and
the following fundamental components of a company's internal control: (i) control environment, (ii) risk assessment, (iii) control
activities, (iv) information and communication, and (v) monitoring. Our management has implemented and tested our internal control
over financial reporting based on these criteria and identified certain material weaknesses set forth below.

 Based on this evaluation,
our management concluded that our internal control over financial reporting as of September 30, 2023 was ineffective.

 A material weakness is
a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility
that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely
basis.

 Management
identified the following material weaknesses in its assessment of the effectiveness of internal control over financial reporting as of
September 30, 2023:

 Lack of full-time accounting staffs in our accounting department with sufficient knowledge of U.S. GAAP and SEC reporting experience and lack of internal audit function

 Remediation Efforts to Address Significant
Deficiencies

 To remediate the material
weaknesses described above and to prevent similar deficiencies in the future, we are currently evaluating additional controls and procedures,
which may include:

 Provide more U.S. GAAP knowledge and SEC reporting training for the accounting department and establish formal policies and procedures in internal audit function.

 Implementation of an ongoing initiative and training in the Company to ensure the importance of internal controls and compliance with established policies and procedures that are fully understood throughout the organization and plans to provide continuous U.S. GAAP knowledge training to relevant employees involved to ensure the performance of and compliance with those procedures and policies.

 Any actions we have taken
or may take to remediate these material weaknesses are subject to continued management review supported by testing, as well as oversight
by the Audit Committee of our Board of Directors. We cannot assure you that these material weaknesses will not occur in the future and
that we will be able to remediate such weaknesses in a timely manner, which could impair our ability to accurately and timely report our
financial position, results of operations or cash flows. See the Risk Factor included in this Annual Report on Form 10-K.

 (c) Changes in Internal Controls over
Financial Reporting

 The management is committed
to improving the internal controls over financial reporting and will undertake consistent improvements and enhancements on an ongoing
basis. Except as described above, there has been no change to our internal control over financial reporting during our most recent fiscal
quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 Item 9B. Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections

 None.

 Item 10. Directors, Executive
Officers and Corporate Governance

 Directors

is presently composed of five (5) members: Yuhuai Luo, Rongrong Dai, Xinping Li, Jian Zhang and Qingfeng Zhou. Mr. Luo serves
as Chairman of the Board of Directors. The Board of Directors has determined that Xinping Li, Jian Zhang, and Qingfeng Zhou are independent
directors within the meaning set forth in the NASDAQ listing rules and as required by the rules and regulations of the SEC,
as currently in effect.

 Below you will find
a tabular summary of our entire Board, their age, the year they were each elected, and the year in which their term ends.

 Name

 Age

 Position

 Director Since

 Yuhuai L uo

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

 2023

 Rongrong Dai

 Chief Financial Officer and Director

 2022

 Xinping Li

 2021

 2022

 2022

 The following paragraphs
provide information about each director, including all positions he or she holds, his or her principal occupation and business experience
for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served
as a director during the past five years.

 Yuhuai Luo, has severed as the
President and Chief Executive Officer of the Company since March 2023. He has served as the vice president of Guizhou Tobacco
Company since September 2016. From January 2009 to June 2016, Mr. Luo served as the vice president of Huaxin
Energy Subsidiary Company. From September 1989 to March 2008, Mr. Luo served as the director of Guizhou Tobacco
Company (Guiyang Branch). Mr. Luo obtained his bachelor's degree from China Guizhou Agricultural University.

 Rongrong Dai,
has severed as the Chief Financial Officer of the Company and the director since April 2022. She has served as the manager of Hunan Chenyifang
Clothing Co., Ltd. since January 2021. From July 2016 to December 2020, Ms. Rongrong Dai served as the Senior Auditor of Mazars Group
in China. Ms. Dai graduated from Hunan University of Finance and Economics in China with a bachelor's degree in accounting.

 Jian Zhang, has
served as a director since February 2022. He has served as the head of Greater China of Shanghai Branch of Standard International Bank
of United States since December 2020. From November 2017 to December 2020, Mr. Zhang served as a vice president of China Industrial GuoXin
Asset Management Co., Ltd. From December 2015 to November 2017, Mr. Zhang served as a vice president of sub-branch of Shanghai Branch
of China Construction Bank. From September 2013 to November 2015, Mr. Zhang served as an associate of Shanghai Branch of China Construction
Bank. Mr. Zhang graduated from ZhongNan University of Economics and Law in China with a Bachelor's degree in Economics.

 Xinping Li has
served as a director since November 2021. Dr. Li has served as the vice-dean of Shaoyang University's School of Economics and Management
since March 2005. From July 2002 to March 2005, Mr. Li served as a professor and researcher at Jiangxi Jiujiang University's Business
School. Mr. Li graduated from Shaoyang University in China with a bachelor's degree in mathematics. He later obtained a master's
degree in investment economics from Guangxi Normal University's School of Economics in China, and a doctoral degree in economics
from Liaoning University in China.

 Qingfeng Zhou has
served as a director since January 2022. He has served as the owner of Cangze Consulting Co., Ltd. since March 2018. Since
April 2016 and March 2016, Mr. Zhou has served as an overseas director of Engas Australasia Pty. Co., Ltd. and a supervisor of Sinuo Investment
Management Ltd., respectively. From April 2015 to April 2019, Mr. Zhou served as the owner of Gold Longrich Limited Hong Kong. Since February
1999, Mr. Zhou has served as the general manager and co-founder of Marquis Shanghai Limited. Mr. Zhou graduated from Shanghai Jiaotong
University in China with a Bachelor's degree in Mechanics.

 Family Relationships

 No family relationships
exist among our directors, executive officers, or persons nominated or chosen by us to become directors or executive officers.

 All directors hold office
until the next annual stockholders' meeting or until their death, resignation, retirement, removal, disqualification, or until their
successors have been elected and are qualified. Our officers serve at the will of the Board of Directors.

 Involvement in Certain Legal Proceedings

 To the best of our knowledge,
none of our directors or executive officers have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors,
or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final
order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding
of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as
set forth in our discussion below in "Certain Relationships and Related Transactions," none of our directors, director nominees
or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates
which are required to be disclosed pursuant to the rules and regulations of the SEC.

 Code of Ethics

has adopted a Code of Conduct which sets forth the standards by which the Company's employees, officers and directors should conduct
themselves. The Company will disclose any amendment to the Code of Conduct or waiver of a provision of the Code of Conduct that applies
to the Company's Chief Executive Officer, Chief Financial Officer and any other principal financial officer, and any other person
performing similar functions and relates to certain elements of the Code of Conduct, including the name of the officer to whom the waiver
was granted.

 Insider Trading Policy

 Effective October 25,
2022, we adopted a new insider trading policy that applies to all our executive officers, directors and employees. The insider trading
policy codifies the legal and ethical principles that govern trading in our securities by persons associated with the Company that may
possess material nonpublic information relating to Green Giant Inc.

 Committees of the Board of Directors

has the following standing committees: Audit, Compensation, and Nominating and Corporate Governance. The Board of Directors has adopted
written charters for each of these committees. All members of the committees appointed by the Board of Directors are non-employee directors
and the Board of Directors has determined that all such members are independent under the applicable rules and regulations of NASDAQ
and the SEC, as currently in effect. In addition, all directors who served on a committee during any portion of the fiscal year ended
September 30, 2023 were independent under the applicable rules and regulations of NASDAQ and the SEC during such director's
period of service.

 The following chart
details the membership of each standing committee as of September 30, 2023 and the number of meetings each committee held in fiscal year
2023:

 Nominating &

 Corporate

 Name of Director

 Audit

 Governance

 Xinping Li

 M

 M

 C

 C

 M

 M

 M

 C

 M

 Number of Meetings in Fiscal 2023

 M = Member C = Chair

 Executive Officers

 Our executive officers and their age as of September 30, 2023 are
as follows:

 Name

 Ages

 Position

 Yuhuai Luo *

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

 Rong Rong Dai**

 Chief Financial Officer

 *

 Mr. Luo's background and business experience is described above under "Directors"

 **

 Rongrong Dai has been the Chief Financial Officer of the Company since April 2022. Prior to join GGE, Ms. Rongrong Dai has four years of experience as an audit manager and two years of CEO experience. As an auditor,she has a profound professional audit technical background and a global vision. She also has a strong professional ability in the auditing major and has a strong logical thinking ability. As the CEO, she led the company's business planning, business policy and operation form, and established and improved the company's efficient organizational system and working mode. She received her degree from Hunan University of Finance and Economics in 2016 and a finalist of Association of Chartered Certified Accountants, UK.

 Audit Committee

 The Audit Committee oversees
our accounting, financial reporting and audit processes; appoints, determines the compensation of, and oversees, the Company's independent
registered public accounting firm; pre-approves audit and non-audit services provided by the independent registered public accountants;
reviews the results and scope of audit and other services provided by the independent registered public accountants; reviews the accounting
principles and practices and procedures used in preparing our financial statements; and reviews our internal controls.

 The Audit Committee works
closely with management and our independent registered public accountants. The Audit Committee also meets with our independent registered
public accountants without members of management present, on a quarterly basis, following completion of our independent registered public
accountants' quarterly reviews and annual audit and prior to our earnings announcements, to review the results of their work. The
Audit Committee also meets with our independent registered public accountants to approve the annual scope and fees for the audit and review
services to be performed.

has determined that Jian Zhang is an "audit committee financial expert" as defined by SEC rules, as currently in effect.

 Section 16(a) Beneficial Ownership
Reporting Compliance

 Section 16(a) of
the Exchange Act, requires the executive officers and directors of the Company and every person who is directly or indirectly the beneficial
owner of more than 10% of any class of security of the Company to file reports of ownership and changes in ownership with the SEC. Such
persons also are required to furnish our company with copies of all Section 16(a) forms they file.

 Based
solely on our review of copies of such forms received by us, we believe that during the fiscal year 2023, the executive officers and
directors of the Company and every person who is directly or indirectly the beneficial owner of more than 10% of any class of security
of the Company complied with the filing requirements of Section 16(a) of the Exchange Act.

 Item 11. Executive

 Compensation of Executive Officers

 Compensation Discussion and Analysis

 Our primary goal with
respect to our compensation programs has been to attract and retain the most talented and dedicated employees in key positions in order
to compete effectively in the market place, successfully execute our growth strategies, and create lasting shareholder value. The Compensation
Committee evaluates both individual and Company performance when determining the compensation of our executives. Our executives'
overall compensation is tied to the Company's financial and operational performance, as measured by revenues and net income, as
well as to accomplishing strategic goals such as merger and acquisitions and fund raising. We apply our compensation policies consistently
for determining compensation of our Chief Executive Officer as we do with the other executives. The Compensation Committee assesses the
performance of our Chief Executive Officer annually and determines the base salary and incentive compensation of our Chief Executive Officer.
Our Chief Executive Officer is primarily responsible for the assessment of our other executive officers' performance.

 Summary
Compensation Table

 The following identified
persons (the "Named Executive Officers") of the Company received compensation in the amounts set forth in the chart below
for the fiscal years ended September 30, 2023 and 2022. All compensation listed is in US dollars. No other item of compensation was paid
to any officer or director of the Company other than reimbursement of expenses.

 All Other

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 ($)

 Totals
 ($)

 Yuhuai Luo, Chief executive Officer and Chairman of the Board

 2023

 —

 —

 —

 —

 Neng Chen, former Chief Executive Officer and Chairman of the Board (1)

 2023

 —

 —

 —

 —

 2022

 30,519

 —

 —

 30,519

 Xiaojun Zhu, Former Chief Executive Officer and Chairman of the Board (1)

 2023

 —

 —

 —

 —

 2022

 —

 —

 —

 —

 Rongrong Dai, Chief Financial Officer (2)

 2023

 —

 —

 —

 —

 2022

 —

 —

 —

 —

 Jian Zhang, Independent Director

 2023

 —

 —

 —

 —

 Xinping Li, Independent Director

 2023

 5,026

 —

 —

 5,026

 Qingfeng Zhou, Independent Director

 2023

 —

 —

 —

 —

 (1)

 Mr. Chen became our Chief executive office on October 29, 2021, therefore no compensation was paid to Mr. Chen for the year ended September 30, 2021. Our former chief executive officer, Mr. Xiaojun Zhu was paid in Renminbi. His annual salary was RMB200,000 for fiscal 2021. The amounts reflected in this column have been converted to U.S. dollars at the exchange rate of RMB6.5532 to the U.S. dollar for fiscal 2022 and RMB6.5072 to the U.S. dollar for fiscal 2021.

 Option Grants Table.
There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation
Table in fiscal 2022 and 2021.

 Aggregated Option Exercises
and Fiscal Year-End Option Value Table. There were no stock options exercised during fiscal 2022 and 2021 by any executive officer named
in the Summary Compensation Table.

 Long-Term Incentive Plan ("LTIP")
Awards Table. There were no awards made to a Named Executive Officer in fiscal 2022 and 2021 under any LTIP.

 Our executive officers
are reimbursed by us for any out-of-pocket expenses incurred in connection with activities conducted on our behalf. There is no limit
on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of such expenses by anyone other than
our board of directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement
is challenged.

 Employment Contracts and Termination of
Employment

 The
Company is under a contract with Ms. Rongrong Dai to serve as Chief Financial Officer of the Company for a term of two years, which
automatically renews for additional one-year term unless previously terminated on three months written notice by either party.
Pursuant to the contract, Ms. Dai does not have an initial base salary. Ms. Dai did not receive bonus or restricted stock
for the years ended September 30, 2023 and 2022. We may terminate the employment for cause, at any time, without notice or
remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or grossly negligent or
dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. In such case, the executive officer will not
be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the executive
officer's right to all other benefits will terminate, except as required by any applicable law. We may also terminate an
executive officer's employment without cause upon one-month advance written notice. In such case of termination by us, we are
required to provide compensation to the executive officer, including (1) a lump sum cash payment equal to 1 months of the
Executive's base salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of her
target annual bonus for the year immediately preceding the termination, if any; (3) payment of premiums for continued health
benefits under the Company's health plans for 12 months fo1lowing the termination, if any; and (4) immediate vesting of 100%
of the then-unvested portion of any outstanding equity awards held by Ms. Dai.

 Outstanding Equity
Awards at Fiscal 2023 Year End

 None.

 Compensation of Directors

 The following table provides
information regarding compensation earned by non-employee directors who served during fiscal 2023.

 FISCAL 2023 DIRECTOR COMPENSATION

 Nonqualified

 Fees Earned

 Non-Equity

 Deferred

 or Paid in

 Stock

 Option

 Incentive Plan

 All Other

 Name

 Cash
 ($)

 Awards
 ($)

 Awards
 ($)

 ($)

 Earnings
 ($)

 ($)

 Total
 ($)

 Xinping Li (1)

 $
 5,026

 —

 —

 —

 —

 —

 $
 5,026

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 Yuhuai
Luo

 —

 —

 —

 —

 —

 —

 —

 These amounts reflect
the value determined by the Company for accounting purposes for these awards and do not reflect whether the recipient has actually realized
a financial benefit from the award (such as by exercising stock options). These amounts represent compensation expense for fiscal year
2023 and is based on an exchange rate of RMB7.0533 to the U.S. dollar.

 (1)

 Effective on November 8, 2021, the Board appointed Dr. Xinping Li as
an Independent Director of the Board and as the Chairman of the Nominating Committee and member of the Audit Committee and Compensation
Committee of the Board to fill the vacancy created by the resignation of Ms. Christy Young Shue. Dr. Xingping Li's annual compensation
is $5,026.

 Independent Director Agreements

 The Company has entered into Independent Director Agreements with Dr.
Li, and Messrs. Zhou and Zhang pursuant to which the Company has agreed to pay Dr. Li annual compensation in the amount of $5,026.
In addition, the Company has agreed to reimburse each director for all reasonable, out-of-pocket expenses, subject to the advance approval
of the Company incurred in connection with the performance of Director's duties.

 Board Leadership Structure and Role in
Risk Oversight

 One person currently
holds the positions of principal executive officer and chairman of the Board of Company. The Board does not have a policy on whether or
not the roles of the Chief Executive Officer and Chairman should be separate. Instead, the Company's By-Laws provide that
the directors may designate a Chairman of the Board from among any of the directors. Accordingly, the Board reserves the right to
vest the responsibilities of the Chief Executive Officer and Chairman in the same person or in two different individuals depending on
what it believes is in the best interest of the Company. The Board has determined that the consolidation of these roles is
appropriate because it allows Mr. Chen to bring a wider perspective to the deliberations of the Board on matters of corporate strategy
and policy. The Board believes that there is no single Board leadership structure that would be most effective in all circumstances
and therefore retains the authority to modify this structure to best address the Company's and the Board's then current circumstances
as and when appropriate.

 The Company's management
is responsible for identifying, assessing and managing the material risks facing the business. The Board and, in particular, the Audit
Committee are responsible for overseeing the Company's processes for assessing and managing risk. Each of the Chief Executive
Officer and Chief Financial Officer, with input as appropriate from other appropriate management members, report and provide relevant
information directly to either the Board and/or the Audit Committee on various types of identified material financial, reputational, legal,
operational, environmental and business risks to which the Company is or may be subject, as well as mitigation strategies for certain
salient risks. In accordance with NASDAQ requirements and as set forth in its charter, the Audit Committee periodically reviews
and discusses the Company's business and financial risk management and risk assessment policies and procedures with senior management,
the Company's independent auditor. The Audit Committee reports its risk assessment function to the Board. The roles
of the Board and the Audit Committee in the risk oversight process have not affected the Board leadership structure. Although the board
has not formally designated a lead independent director, Mr. Zhang, the chairman of the audit committee, has led the meetings of
the audit committee which include at least a majority of the independent directors and at which matters appropriate for consideration
at executive sessions of the board of directors were discussed.

 Item 12. Security Ownership
of Certain Beneficial Owners and Management

 The
following table sets forth information regarding the beneficial ownership of our common stock as of September 30, 2023 as
to (i) each person who is known by us to own beneficially more than 5% of our outstanding common stock, (ii) each of the executive
officers and other persons named in the Summary Compensation Table, (iii) each director and nominee for director, and (iv) all
directors and executive officers as a group. Except as otherwise indicated in the footnotes, all information with respect to share ownership
and voting and investment power has been furnished to us by the persons listed. Except as otherwise indicated in the footnotes, each person
listed has sole voting power with respect to the shares shown as beneficially owned. Unless otherwise indicated, the address of each listed
shareholder is c/o Green Giant Inc., 6 Xinghan Road, 19th Floor, Hanzhong City, Shaanxi Province, PRC 723000.

 Amount and

 Nature of

 Percent

 Beneficial

 of

 Name and Address of Beneficial Owner

 Ownership(1)

 Class(2)

 5% Holders:

 Goldenmountain Solution Inc.

 14,900,000

 26.71
 %

 Directors and Officers

 —

 —

 Xinping Li

 —

 —

 10,000

 *
 %

 Rongrong Dai

 —

 —

 Yuhuai Luo

 —

 —

 All directors and executive officers as a group (5 persons)

 10,000

 *
 %

 *
 Less
than 1%

 (1)
 Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of
common stock owned by such person. The number of shares beneficially owned includes common stock that such individual has the right to
acquire as of September 30, 2023 or within 60 days thereafter, including through the exercise of stock options.

 (2)
 Percentage of beneficial ownership is based upon 55,793,268 shares
of common stock outstanding as of September 30, 2023. For each named person, this percentage includes common stock that the person has
the right to acquire either currently or within 60 days of September 30, 2023, including through the exercise of an option; however, such
common stock is not deemed outstanding for the purpose of computing the percentage owned by any other person.

 (3)
 Liping
Zhu sold all shares at the date of February 6, 2023.

 Securities Authorized for Issuance Under
Equity Compensation Plans

 On September 25,
2012, our shareholders approved the Company's 2012 Omnibus Securities and Incentive Plan (the "2012 Plan"). The 2012
Plan provides for the grant of awards which are distribution equivalent rights, incentive stock options, non-qualified stock options,
performance shares, performance units, restricted shares of common stock, restricted stock units, stock appreciation rights ("SARs"),
tandem stock appreciation rights, unrestricted shares of common stock or any combination of the foregoing, to key management employees
and nonemployee directors of, and nonemployee consultants of, the Company or any of its subsidiaries (each a "participant").
We have reserved a total of 1,000,000 shares of common stock for issuance as or under awards to be made under the 2012 Plan. The number
of shares of common stock for which awards which are options or SARs may be granted to a participant under the 2012 Plan during any calendar
year is limited to 500,000.

 The following table summarizes
information with respect to shares of the Company's common stock that may be issued under the Company's existing equity compensation
plans as of September 30, 2023

 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
 under equity
 compensation
 plans
 (excluding securities
 reflected in
 column (a))

 Equity compensation plans approved by security holders

 —

 $
 —

 1,000,000

 Total

 —

 $
 —

 1,000,000

 For additional information
concerning our equity compensation plans, see the discussion in "Note 13— Stockholders' Equity."

 Changes in Control

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

 Item 13. Certain Relationships and Related
Transactions, and Director Independence

 Certain Relationships and Related Transactions

 The Audit Committee is
responsible for reviewing, approving or ratifying all material transactions between us and any related person. Related persons can include
any of our directors or executive officers, certain of our shareholders, and any of their immediate family members. This obligation is
set forth in our Audit and Finance Committee Charter. Although we do not have a formal written policy with respect to our Audit Committee's
policies and procedures for reviewing related party transactions, in evaluating such transactions, the Audit Committee members apply the
same standards of good faith and fiduciary duty they apply to their general responsibilities as a committee of the board and as individual
directors. In any transaction involving a related party, our Audit Committee considers all available material facts and circumstances
of the transaction, including: (i) the direct and indirect interests of the related party; (ii) if the related party is a director
(or immediate family member of a director or an entity with which a director is affiliated), the impact such transaction would have on
the director's independence; (iii) the risks, costs and benefits to us; and (iv) whether any alternative transactions
for comparable purposes are available. Our Audit Committee then makes a determination as to whether the proposed terms of the transaction
are in the best interests of the Company and otherwise consistent with arm's length dealings with unrelated third-parties.

 Director Independence

has determined that Xinping Li, Qingfeng Zhou, and Jian Zhang are independent directors within the meaning set forth in the NASDAQ listing
rules, as currently in effect.

 Item 14. Principal Accountant Fees and
Services

 Onestop Assurance PAC
serves as the Company's independent registered public accounting firm for fiscal 2023 and 2022. Fees (excluding reimbursements for
out-of-pocket expenses) paid to our independent registered public accounting firm for services in fiscal 2023 and 2022 were as follows:

 2023

 2022

 Audit Fees

 $
 248,134

 $
 250,000

 Audit-Related Fees

 —

 —

 Tax Fees

 —

 —

 All Other Fees

 39,275

 —

 Total

 $
 287,409

 $
 250,000

 "Audit Fees"
consisted of fees for the audit of our annual financial statements, review of the financial statements included in our quarterly reports
on Form 10-Q and services that are normally provided by the independent registered public accountants in connection with statutory
and regulatory filings or engagements for those fiscal years. This category also includes advice on audit and accounting matters that
arose during, or as a result of, the audit or the review of interim financial statements, statutory audits required by non-U.S. jurisdiction,
the preparation of an annual "management letter" on internal control matters and assurance services provided in connection
with the assessment and testing of internal controls with respect to Section 404 of the Sarbanes-Oxley Act of 2002.

 "Audit-Related
Fees" consisted of assurance and related services by Onestop Assurance PAC that are reasonably related to the performance of the
audit or review of our financial statements and are not reported above under "Audit Fees."

 "Tax Fees"
consisted of professional services rendered by Onestop Assurance PAC for tax compliance and tax planning. The services for the fees disclosed
under this category include tax return preparation and technical tax advice.

 The above amounts relate
to services provided in the indicated fiscal years, irrespective of when they were billed. The Audit Committee considered the compatibility
of non-audit services by Onestop Assurance PAC and Wei, Wei & Co., LLP respectively with the maintenance of that firm's independence
and determined, in each case, that at all times, Onestop Assurance PAC and Wei Wei & Co., LLP remained independent.

 The
Audit Committee Charter establishes a policy governing our use of Onestop Assurance PAC for audit and non-audit services. Under the Charter,
the Audit Committee is required to pre-approve all audit and non-audit services performed by the Company's independent registered
public accountants in order to ensure that the provision of such services does not impair the public accountants' independence.
The Audit Committee pre-approves certain audit and audit-related services, subject to certain fee levels. Any proposed services that
are not a type of service that has been pre-approved or that exceed pre-approval cost levels require specific approval by the Audit Committee
in advance. The Audit Committee has approved all audit and audit-related services to be performed by Onestop Assurance PAC in 2023.

 ITEM 15 Exhibits and Financial Statement
Schedules

 Exhibit No.

 Title of Document

 3.1

 Articles of Incorporation(1)

 3.2

 Articles of incorporation of the registrant as amended with the Secretary of State of Florida on October 8, 2009(2)

 3.3

 Bylaws(1)

 3.4

 Articles of Amendment to Articles of Incorporation to effect 1 share for 2 shares reverse split (18)

 3.5

 Articles of Amendment to Articles of Incorporation to change the name of the Company to "Green Giant Inc." (19)

 3.6

 Articles of Amendment to Articles of Incorporation for the increase of the authorized shares of common stock (20)

 4.1*

 Description of Securities

 10.1

 Share Exchange Agreement by and between the Company, China HGS Investment, Inc., and Rising Pilot, Inc. dated August 21, 2009 (3)

 10.2

 Entrusted Management Agreement, dated as of September 18, 2009, by and among the Company, Mr. Xiaojun Zhu and his management staff (English translation) (4)

 10.3

 Independent Director Agreement between Green Giant Inc. (formerly "China HGS Real Estate Inc.") and Yuankai Wen (2)

 10.4

 Form of Indemnification Agreement (2)

 10.5

 Form of Nonstatutory Stock Option Agreement (5)

 10.6

 Residential Apartment Bulk Purchasing Agreement dated May 28, 2011 between Hanzhong Municipal Public Security Bureau and Shaanxi Guangsha Investment and Development Group Co., Ltd. (English translation) (6)

 10.7

 Residential Apartment Bulk Purchasing Agreement dated June 8, 2011 between Hanzhong Municipal Bureau of Justice and Shaanxi Guangsha Investment and Development Group Co., Ltd. (English translation) (7)

 10.8

 USD Shareholder Loan Agreement by and between the Company and Mr. Xiaojun Zhu dated July 28, 2011(English translation) (8)

 10.9

 Land Use Rights Transfer Agreement between Shaanxi Guangsha Investment and Development Group Co., Ltd. and Hanzhong Guangxia Real Estate Development Limited dated March 16, 2011 (English translation) (9)

 10.10

 Loan Agreement by and between Shaanxi Guangsha Investment and Development Group Co. and Mr. Xiaojun Zhu dated November 14, 2011 (English translation) (9)

 10.11

 Independent Director Agreement by and between Green Giant Inc. (formerly "China HGS Real Estate Inc.") and John Chen, dated August 22, 2012 (11)

 10.12

 Independent Director Agreement by and between Green Giant Inc. (formerly "China HGS Real Estate Inc.") and Christy Young Shue, dated August 22, 2012 (12)

 10.13

 Labor Contract by and between Shaanxi Guangsha Investment and Development Group Co., Ltd. and Wei (Samuel) Shen, dated May 28, 2012 (13)

 10.14

 Form of Indemnification Agreement (14)

 10.15

 Loan Amendment Agreement by and between Green Giant Inc. (formerly "China HGS Real Estate Inc.") and Mr. Xiaojun Zhu, dated July 19, 2013 (15)

 10.16

 Loan Agreement by and between Shaanxi Guangxia Investment Development Group Co., Ltd. and China Construction Bank, dated August 23, 2013 (16)

 10.17

 Loan Agreement between dated December 31, 2013 by and between Shaanxi Guangsha Investment and Development Group Co., Ltd and Mr. Xiaojun Zhu (17)

 10.18

 Employment Agreement, dated March 13, 2023 by and between the Company and Yuhuai Luo (23)

 10.19

 Sales Contract, dated March 23, 2023, by and between Green Giant Energy Texas Inc. and AGR Enterprises Inc. (24)

 10.20

 Securities Purchase Agreement, dated December 12, 2023, by and between Green Giant Inc. and certain Investors (25)

 14.1

 Code of Conduct (10)

 14.2

 Insider Trading Policy (22)

 16.1

 Letter from Wei, Wei & Co., LLP to the Securities and Exchange Commission dated August 8, 2022 (21)

 21.1*

 List of subsidiaries of Green Giant Inc.

 23.1*

 Consent of Onestop Assurance PAC

 31.1*

 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

 31.2*

 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

 32.1*

 Section 1350 Certification of Chief Executive Officer

 32.2*

 Section 1350 Certification of Chief Financial Officer

 97.1*

 Compensation Recovery Policy

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *

 Filed herewith

 (1)

 Incorporated herein by reference to the SB-2 Registration Statement filed on August 31, 2001.

 (2)

 Incorporated by reference to Exhibit 3.2 to registrant's quarterly report on Form 10-Q filed on August 16, 2010.

 (3)

 Incorporated herein by reference to the current report on Form 8-K filed on August 21, 2009.

 (4)

 Incorporated herein by reference to the current report on Form 8-K filed on September 18, 2009.

 (5)

 Incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K filed on March 17, 2011.

 (6)

 Incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K filed on June 3, 2011.

 (7)

 Incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K filed on June 14, 2011.

 (8)

 Incorporated herein by reference to registrant's quarterly report on Form 10-Q filed August 15, 2011.

 (9)

 Incorporated herein by reference to the current report on Form 8-K filed on December 23, 2011.

 (10)

 Incorporated herein by reference to the current report on Form 8-K filed on January 22, 2010.

 (11)

 Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on August 22, 2012.

 (12)

 Incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed on August 22, 2012.

 (13)

 Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on May 29, 2012.

 (14)

 Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on March 15, 2013.

 (15)

 Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on July 22, 2013.

 (16)

 Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on October 15, 2013.

 (17)

 Incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on January 7, 2014.

 (18)

 Incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed on September 1, 2020

 (19)

 Incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed on March 23, 2022

 (20)

 Incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed on July 11, 2022

 (21)

 Incorporated by reference to Exhibit 16.1 to the current report on Form 8-K filed on August 8, 2022

 (22)

 Incorporated by reference to Exhibit 14.2 to the annual report on Form
10-K filed on January 13, 2023.

 (23)

 Incorporated by reference to Exhibit 10.1 to the annual report on Form
8-K filed on March 15, 2023.

 (24)

 Incorporated by reference to Exhibit 10.1 to the annual report on Form
8-K filed on April 7, 2023.

 (25)

 Incorporated by reference to Exhibit 10.1 to the annual report on Form
8-K filed on December 18, 2023.

 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.

 Green Giant Inc.

(Formerly known as China HGS Real Estate Inc.)

 Date: December 28, 2023

 By:

 /s/ Yuhuai Luo

 Yuhuai Luo

 Chief Executive Officer, and

Chairman of the Board of Directors

 Date: December 28, 2023

 By:

 /s/ Rongrong Dai

 Rongrong Dai

 Chief Financial Officer

 Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Yuhuai Luo

 President, Chief Executive Officer,

and Chairman of the Board of Directors

 Yuhuai Luo

 (Principal Executive Officer)

 /s/ Rongrong Dai

 Chief Financial Officer

 Rongrong Dai

 (Principal Financial and Accounting Officer)

 /s/ Xinping Li

 Xinping Li

 /s/ Qingfeng Zhou

 /s/ Jian Zhang

 CN In September 2013, the Company entered into an agreement ("Liangzhou Agreement") with the Hanzhong local government on the Liangzhou Road reformation and expansion project (Liangzhou Road Project"). Pursuant to the agreement, the Company is contracted to reform and expand the Liangzhou Road, a commercial street in downtown Hanzhong City, with a total length of 2,080 meters and a width of 30 meters and to resettle the existing residences in the Liangzhou road area. The government's original road construction budget was approximately $33 million in accordance with the Liangzhou Agreement. The Company, in return, is being compensated by the local government to have an exclusive right on acquiring at least 394.5 Mu land use rights in a specified location of Hanzhong City. The Liangzhou Road Project's road construction started at the end of 2013. In 2014, the original scope and budget on the Liangzhou road reformation and expansion project was extended, because the local government included more area and resettlement residences into the project, which resulted in additional investments from the Company. In return, the Company is authorized by the local government to develop and manage the commercial and residential properties surrounding the Liangzhou Road project. The Company launched the construction of the Liangzhou Road related projects in December 2020. As of September 30, 2023, the main Liangzhou road construction is substantially completed.
The Company's development cost incurred on Liangzhou Road Project is treated as the Company's deposit on purchasing the related land use rights, as agreed by the local government. As of September 30, 2023, the actual costs incurred by the Company were approximately $172.3 million (September 30, 2022 - $173.3 million) and the incremental cost related to residence resettlements approved by the local government. The Company determined that the Company's Investment in the Liangzhou Road Project in exchange for interests in future land use rights is a barter transaction with commercial substance.
 In September 2012, the Company was approved by the Hanzhong local government to construct four municipal roads with a total length of approximately 1,192 meters. The project was deferred and then restarted during the quarter ended June 30, 2014. As of September 30, 2021, the local government has not completed the budget for these projects therefore the delivery for these projects for the government's acceptance and related settlement were extended to 2023. Due to delays in the government approval and slow development progress, in January 2021, the Company disposed of certain construction properties in the Beidajie project at carrying value to Hanzhong Guangsha Real Estate Development Inc. ("Hanzhong Guangsha") an entity controlled by the Company's former chairman and Chief executive officer, Mr. Xiaojun Zhu to settle the payable of approximately $27.5million related to Hanzhong Guangsha in connection with the acquisition of the Hanzhong Nanyuan II Project disclosed below.
 On January 20, 2021, the Company entered into agreement with Hanzhong Guangsha, an entity controlled by Mr. Xiaojun Zhu, to acquire certain real estate under development in the Hanzhong Nanyuan II Project in the amount of approximately $27.5 million, for the local government's residence reallocation related to the Liangzhou road and affiliated project. All the real estate property in Hanzhong Nanyuan II project was completed and sold to the local government for residence reallocation purposes by September 30, 2021.
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