UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

FORM 10-K

☑ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________to____________

Commission file number: ~~000~~ 0-56013

JRSIS HEALTH CARE CORPORATION

(Exact name of registrant as specified in its charter)

Florida		46-4562047
State or other jurisdiction of		(I.R.S. Employer
incorporation or organization		Identification No.)

~~3/F~~ Building A2, De ~~Run~~Youth ~~Yuan~~Innovation and Entrepreneurship Park

~~No.~~Xiaoxiang ~~19 Chang~~Science Yiand ~~Road,~~Technology ~~Chang Ming Shui~~Innovation Center

WuYongzhou ~~Gui~~Economic ~~Shan, Zhong~~and ~~Shan~~Technology ~~City 528458~~Development Zone

Hunan Province 425000 P.R. China

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +86-760-88963658

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered
None		Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class

Common Stock, $0.~~001~~0001 par value

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

Indicate 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 ☑☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the ~~prece$786,559ing 12~~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~~ requirements for the past 90 days. Yes ☑☒ No ☐

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form 10-K. ☑

Indicate 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 an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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. ☐

Indicate 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). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12 b-2 of the Act). Yes ☐ No ☑☒

The aggregate market value of the registrant’s voting common stock held by non-affiliates computed by reference to the closing price as of the last business day of the quarterly period ended June 30, ~~2022~~2023 was $~~786~~5,~~560~~629,521.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

As of the date of filing of this report, there were 5882,~~366~~594,~~569~~105 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

NOTE REGARDING REVERSE STOCK SPLIT

On June 29, 2023, JRSIS Health Care Corporation implemented a one-for-ten reverse split of its common stock. To facilitate comparative analysis, all statements in this Report regarding numbers of shares of common stock and all references to prices of a share of common stock, if referencing events or circumstances occurring prior to June 29, 2023, have been modified to reflect the effect of the reverse stock split on a pro forma basis.

Table of Contents

		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	511
Item 1B	Unresolved Staff Comments	11
Item 1B.	Unresolved Staff Comments	21
Item 2.	Properties.	1121
Item 3.	Legal Proceedings.	1121
Item 4.	Mine Safety Disclosure	1121
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	1222
Item 6.	[Reserved]	1222
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1323
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	1728
Item 8	Financial Statements and Supplementary Data.	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	1829
Item 9A.	Controls and Procedures.	1829
Item 9B.	Other Information.	1930
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	1930
	PART III
Item 10.	Directors, Executive Officers, and Corporate Governance.	2031
Item 11.	Executive Compensation.	2132
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	2233
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	2334
Item 14.	Principal Accountant Fees and Services.	2334
	PART IV
Item 15.	Exhibits, Financial Statement Schedules.	2435
Item 16.	Form 10-K Summary	2435

PART I

Cautionary Statement Regarding Forward Looking Statements

The discussion contained in this Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases like “anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “target,” “expects,” “management believes,” “we believe,” “we intend,” “we may,” “we will,” “we should,” “we seek,” “we plan,” the negative of those terms, and similar words or phrases. We base these forward-looking statements on our expectations, assumptions, estimates and projections about our business and the industry in which we operate as of the date of this Form 10-K. These forward-looking statements are subject to a number of risks and uncertainties that cannot be predicted, quantified or controlled and that could cause actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Statements in this Form 10-K describe factors, among others, that could contribute to or cause these differences. Actual results may vary materially from those anticipated, estimated, projected or expected should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect. Because the factors discussed in this Form 10-K could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement made by us or on our behalf, you should not place undue reliance on any such forward-looking statement. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this Form 10-K.

ITEM 1. BUSINESS

~~Corporate~~Identification ~~Structure~~of Consolidated Entities

JRSIS Health Care Corporation ~~(the~~is ~~“Company” or~~a ~~“JRSS”)~~Florida ~~was~~corporation. The ~~incorporated~~business onreflected ~~November~~in ~~20, 2013 under~~ the ~~laws~~financial ofstatements ~~the State~~ of ~~Florida.~~JRSIS, ~~In December 2013~~however, ~~JRSS~~are ~~acquired~~carried ~~100% of~~out ~~the equity~~ in ~~JRSIS~~the ~~Health~~People’s ~~Care~~Republic ~~Limited~~of China (“~~JHCL~~China”~~), which is a privately held Limited Liability Company registered in British~~ ~~Virgin~~or ~~Island~~the (“~~BVI~~PRC”) onby ~~February~~Yongzhou ~~25,~~Jumi ~~2013.~~Intelligent ~~JHCL~~Technology ~~owns 100% of the equity in Runteng Medical Group~~ Co., Ltd ~~(“Runteng”)~~., a ~~limited~~an ~~liability~~independent company, ~~registered~~under inthe ~~Hong~~direction ~~Kong~~of onLaidian ~~September~~Technology (Zhongshan) 17Co., ~~2012~~Ltd. ~~Until~~JRSIS ~~March~~Health ~~31,~~Care ~~2022,~~Corporation ~~Runteng~~owns ~~owned 70~~100% of the equity in ~~Harbin Jiarun~~Laidian ~~Hospital~~Technology (Zhongshan) Co., Ltd ~~(“Jiarun”)~~. athrough ~~for-profit~~two ~~hospital incorporated in Harbin City of Heilongjiang, China in February~~wholly ~~2006. The remaining 30% equity in Jiarun was~~ owned bysubsidiaries: ~~Junsheng Zhang, who is the Chairman of the Board of~~ JRSIS Health Care ~~Corporation until~~Limited ~~April 28, 2022.Jiarun operates a private hospital serving patients on a municipal~~ and ~~county~~Runteng ~~level~~Medical ~~and~~Group ~~providing~~Company ~~both Western and Chinese medical practices to the residents of Harbin~~Limited.

OnIn ~~April~~this 12Report, ~~2022,~~JRSIS ~~Runteng~~Health ~~organized~~Care ~~and acquired 100% of the equity in Laidian Technology (Zhongshan) Co.~~Corporation, ~~Ltd (“Laidian”), a wholly foreign-owned enterprise (“WFOE”)~~ ~~subsidiary.~~its ~~The~~subsidiaries ~~Company~~and ~~established~~its ~~Laidian~~consolidated toentity ~~engage~~are inidentified ~~the~~as ~~business of providing charging services to electric vehicles with the headquarter in Zhongshan City of Guangdong, China.~~follows:

On● ~~April 28, 2022 JRSIS completed the spin-off of its subsidiary Jiarun. as Runteng transferred its 70% equity interest in Jiarun to Zhang Junsheng (the~~ “~~Spin-Off~~JRSIS”). ~~In exchange~~identifies ~~for the 70% equity interest in Jiarun, Zhang Junsheng transferred 5,392,000 shares of~~ JRSIS’ ~~common~~Health ~~stock~~Care ~~to Runteng~~Corporation, ~~which surrendered~~a ~~the~~Florida ~~shares to the JRSIS treasury~~corporation.

~~After~~● ~~the~~“JRSIS–BVI” ~~Spin-Off,~~identifies JRSIS ~~does~~Health ~~not~~Care ~~beneficially own~~Limited, ~~any~~a ~~equity~~wholly-owned ~~interest~~subsidiary inof ~~Jiarun.~~JRSIS ~~According~~that tois ~~spin-off~~organized ~~agreement~~in ~~on April 28, 2022,~~ the ~~effective~~British ~~date~~Virgin ofIslands ~~spin-off was April 1, 2022~~(“BVI”).

●

“Runteng” identifies Runteng Medical Group Company Limited, a wholly-owned subsidiary of JRSIS-BVI that is organized in Hong Kong.

●

“Laidian” identifies Laidian Technology (Zhongshan) Co., Ltd., a wholly-owned subsidiary of Runteng that is organized in the PRC.

●

“Yongzhou Jumi” identifies Yongzhou Jumi Intelligent Technology Co., Ltd., an independent entity consolidated with JRSIS for financial reporting purposes.

●

“Company” identifies JRSIS, JRSIS-BVI, Runteng, Laidian and Yongzhou Jumi as entities consolidated for financial reporting purposes.

Corporate Structure; Related Risks

Our present corporate structure is as follows:

~~Our~~Contractual ~~Business~~Arrangements

~~Until~~Due ~~April~~in ~~28,~~part ~~2022~~to limitations under PRC law on foreign investment in value-added telecommunications services, we ~~operated~~conduct ~~Jiarun~~substantially ~~Hospital~~all ~~and~~of ~~its~~the ~~two~~operations ~~branch~~in ~~hospitals,~~China ~~collectively~~reflected ~~being~~in aour ~~private~~financial ~~hospital~~statements through contractual arrangements with ~~950~~Yongzhou ~~beds~~Jumi, ~~located~~our inconsolidated ~~Harbin~~variable interest entity (“VIE”), ~~the~~and ~~capital~~its shareholders. ofWe ~~Heilongjiang~~do ~~Province~~not hold any equity interest in ~~northeastern~~Yongzhou ~~China~~Jumi. ~~Jiarun~~We ~~Hospital~~depend ~~offers~~on ~~patients care~~Yongzhou ~~and~~Jumi ~~pharmaceuticals~~to inoperate ~~the~~substantially ~~areas~~all of ~~both~~the ~~Western~~business reflected in our financial statements. We have entered into contractual arrangements with Yongzhou Jumi and ~~Chinese~~its ~~medical~~shareholders ~~practices~~to implement the VIE structure. Among other things, the VIE contracts enable us to:

On● ~~April~~direct ~~28, 2022 JRSIS completed~~ the ~~spin-off of~~activities ~~its subsidiary Jiarun. On April 12, 2022, Runteng organized and acquired 100%~~ of ~~the~~Yongzhou ~~equity~~Jumi inthat ~~Laidian~~most ~~Technology~~significantly ~~(Zhongshan)~~impact ~~Co., Ltd~~its ~~(“Laidian”),~~economic a wholly foreign-owned enterprise (“WFOE”) subsidiary. The Company established Laidian to engage in the business of providing charging services to electric vehicles with the headquarter in Zhongshan City of Guangdong, China.performance;

~~Laidian~~● ~~was~~absorb ~~organized~~losses ~~in 2022 to engage in the business of constructing~~ and ~~operating~~receive ~~charging~~benefits ~~stations~~from ~~for~~Yongzhou ~~electric vehicles (“EV”). The Company~~Jumi’s ~~Board~~operations; ~~of Directors appointed Zhuowei Zhong as the Company’s Chief Executive Officer primarily because he has extensive experience in the business of distributing~~ and ~~operating EV charging stations. Our ambition is to build Laidian into a central participant in this growing industry.~~

●

have an exclusive option to purchase, to the extent permitted by applicable PRC law, all of the equity interests in Yongzhou Jumi.

InSet ~~this,~~forth ~~our~~below ~~first~~is ~~year of operation, we are focusing our efforts on building~~ a ~~group~~summary of ~~consulting~~those ~~clients who are themselves distributors of charging stations. We are undertaking this top-down~~contractual ~~approach to the industry in part because we lack sufficient financial resources to compete directly with the major participant in the industry~~arrangements. ~~But~~This ofsummary ~~equal importance~~ is ~~the~~qualified ~~opportunity~~in ~~for~~its ~~market~~entirety ~~impact that we will gain~~ by ~~positioning~~reference ~~ourselves as leaders in the charging station industry. As those~~ to ~~whom we provide our services and guidance spread throughout~~ the ~~EV world, they will advertise our brand as their authoritative source for technological and commercial knowledge about the charging station industry, and so our brand will gain value among the~~ relevant ~~participants in the EV world. Our goal is that~~agreements, ~~when~~which we have ~~secured~~been ~~the~~incorporated ~~financing~~by ~~necessary to compete in the~~reference ~~charging~~as ~~station~~exhibits ~~community, we will already be known and identified with quality and know-how related~~ to ~~charging~~this ~~stations~~Report.

~~Our~~Exclusive ~~main~~Business ~~business~~Cooperation Agreement. atUnder ~~this~~the ~~time,~~Exclusive ~~therefore~~Business Consulting Agreement between Laidian and Yongzhou Jumi, isLaidian has the exclusive right to provide to Yongzhou Jumi marketing, management, consulting and other services ~~relating~~related to ~~the~~its ~~planning~~business ~~and~~operations. ~~design~~To offulfill ~~new~~its ~~energy~~obligations, Laidian ~~charging~~will ~~piles~~provide to ~~customer~~Yongzhou inJumi ~~Guangzhou~~the ~~City~~management and marketing services of Zhuowei Zhong, who is the ~~capital~~ Chairman of ~~Guangdong~~Laidian. ~~Province~~In ofcompensation for the ~~PRC~~services provided by Laidian, Yongzhou Jumi will pay Laidian an annual fee equal to 85.53% ~~Our~~of ~~customers~~any ~~are~~net ~~enterprises~~income that ~~are~~Yongzhou ~~either~~Jumi earns ~~initiating~~from ~~their~~its ~~participation~~business inwhile ~~this~~being ~~industry~~managed inby ~~general~~Zhuowei Zhong less any losses carried forward from prior years. The remaining 14.47% of orthe ~~expanding~~net ~~their~~income ~~operations~~earned by Yongzhou Jumi will be distributed to Guangzhou Jumi for further distribution to an entity that owns 14.47% Inof Guangzhou ~~either~~Jumi ~~case,~~and ahas ~~customer~~not ~~who~~agreed ~~engages~~to ~~Laidian,~~participate in the VIE arrangement (the “14.47% Unpledged Interest”). The Exclusive Business Consulting Agreement will ~~receive,~~remain ~~among~~in ~~other~~effect ~~things:~~until terminated by the parties.

●Equity aInterest ~~survey~~Pledge ~~report~~Agreement. Guangzhou onJumi ~~the~~which ~~distribution~~owns all of ~~new~~the ~~energy~~registered ~~charging~~equity ~~piles~~in ~~that~~Yongzhou ~~have~~Jumi, ~~been~~has ~~built~~entered ~~and~~into ~~are~~an ~~under~~Equity ~~construction~~Interest Pledge Agreement with Laidian. Pursuant to this agreement, Guangzhou JIE pledged all of its equity interest in Yongzhou Jumi, including the ~~district~~right to receive dividends, to Laidian to secure the performance of ~~Guangzhou~~Yongzhou ~~City~~Jumi’s inobligations ~~which~~under the ~~customer~~Exclusive ~~intends~~Business Consulting Agreement described above. If Yongzhou Jumi breaches relevant contractual obligations under this agreement, Laidian, as pledgee, will be entitled to ~~distribute~~certain rights, including the right to sell the pledged equity interests. Guangzhou Jumi has agreed not to transfer or create any new encumbrance on its ~~stations;,~~equity interests without the prior written consent of Laidian. The Equity Interest Pledge Agreement shall terminate when Yongzhou Jumi has fully performed its obligations under the Exclusive Business Consulting Agreement.

●Exclusive aOption ~~business~~Agreement. Under ~~plan~~the ~~based~~Exclusive ~~upon~~Option Agreement among Laidian, Yongzhou Jumi and Guangzhou Jumi, Guangzhou Jumi irrevocably granted Laidian or its designated person(s) an ~~analysis~~exclusive ofoption to purchase, when and to the ~~existing~~extent ~~distribution~~permitted under PRC law, all or part of ~~charging~~its ~~piles~~equity interest in Yongzhou Jumi. The purchase price for the ~~target~~equity ~~market;~~interest in Yongzhou Jumi shall be determined through consultation according to the appraisal value approved by the relevant authorities and shall be the minimum amount permissible under PRC law. The Exclusive Option Agreement will be valid until all of the equity interest in Yongzhou Jumi has been transferred to Laidian. The Exclusive Option Agreement provides, among other things, that without Laidian’s prior written consent:

● Guangzhou Jumi may not transfer, encumber, grant a ~~site~~security ~~selection~~interest ~~plan~~in, ~~identifying~~or ~~prospective~~otherwise ~~locations~~dispose ~~where~~of ~~charging~~any ~~piles~~equity ~~can~~interest bein ~~built~~Yongzhou Jumi, except as provided in the Exclusive Option Agreement; ● Yongzhou Jumi may not (i) sell, transfer, grant security interest in or otherwise dispose of any assets, business, revenue or interest, (ii) enter into any material contract except for those incurred in the ordinary course of business, or (iii) incur any liabilities (except for those incurred in the ordinary course of business) or extend loans or credit facilities to any third party; ● Yongzhou Jumi may not declare or pay any dividends and its shareholder must remit in full to Laidian any funds received from Yongzhou Jumi except those funds payable to the holder of the 14.47% Unpledged Interest; and ● Yongzhou Jumi may not merge with or acquire any third parties, or make investment in any third parties.

●Power aof ~~plan~~Attorney. ofUnder the ~~electric~~Power ~~equipment~~of ~~design~~Attorney, Guangzhou ~~plus~~Jumi grants to Laidian the ~~type~~authority to exercise all of ~~charging~~the ~~piles~~powers given to beGuangzhou ~~used;~~Jumi as a shareholder of Yongzhou Jumi.

● a plan of the construction and the construction method; as well as

● the design and sample drawings of the foundation for the piles,

Customers

At present, the Company's primary customer is Zhongke Kuaichong (Guangzhou) New Energy Co., Ltd. The Company is increasing its marketing efforts and is negotiating consulting agreements with a number of customers. The company's professional services have won high praise from existing and potential customers.

The Charging Station Industry in China

In recent decades, China’s rapid economic growth has enabled more and more consumers to buy their own cars. The result has been the creation of the largest automotive market in the world—but also serious urban air pollution, high greenhouse gas emissions, and growing dependence on oil imports. To counteract those troubling trends, the Chinese government has imposed policies to encourage the adoption of plug-in electric vehicles (EVs). Since buying an EV costs more than buying a conventional internal combustion engine vehicle, in 2009 the government began to provide generous subsidies for EV purchases. As a result, China became the world’s largest market for EV’s, accounting for approximately 50% of global sales. In 2020 1.1 million EVs were produced and sold in China. The central government’s “New Energy Vehicle Industry Development Plan (2021 - 2035) predicted that sales of new energy vehicles would account for 20% of car sales in China in 2025. In fact, during 2022, EV sales represented 22% of new car sales.

As the number of EV purchases grew, paying for the subsidies became extremely costly for the government. As a result, beginning in 2020, China’s government began to phase out the subsidies and instead rely on a mandate imposed on car manufacturers. The mandate requires that a certain percent of all vehicles sold by a manufacturer each year must be battery-powered. To avoid financial penalties, every year manufacturers must earn a stipulated number of points, which are awarded for each EV produced based on a complex formula that takes into account range, energy efficiency, performance, and more. The requirements get tougher over time, with a goal of having EVs make up 40% of all car sales in China by 2030.

~~The~~RISKS ~~mandate~~ARISING onFROM ~~vehicle~~THE ~~manufacturers~~VIE toSTRUCTURE. ~~produce EVs is supplemented by a number of Chinese government policies:~~

●JRSIS ~~Tax~~is ~~exemptions~~a holding company organized in the State of Florida. It is not a Chinese operating company. The business described in this report is not carried out by JRSIS or by any of its subsidiaries but is carried out by a variable interest entity (“VIE”) located in China. It is likely that investors in JRSIS will never hold equity interests in the entity that conducts the business operations reflected in our financial statements. This structure imposes unique risks on investors in JRSIS. Greatest among the risks is the significant possibility that the Chinese government ~~exempts~~or ~~electric~~its judiciary ~~vehicles~~could ~~from~~decide ~~consumption~~that the VIE structure violates Chinese laws and ~~sales~~policies ~~taxes~~and is, ~~which~~therefore, ~~can~~unenforceable. ~~save~~Such ~~purchasers~~a ~~tens~~decision would remove most of ~~thousands~~the value of ~~RMB~~JRSIS ~~(equivalent~~common tostock. ~~thousands~~In particular, because China’s laws prevent foreign ownership of ~~dollars)~~companies providing value-added telecommunications services in China, JRSIS could not assume direct ownership of Yongzhou Jumi and would be forced to either enter into a different business activity or dissolve. ItThe ~~also~~likely ~~waives~~result ~~50%~~of a determination by the Chinese government that the VIE relationship between JRSIS and Yongzhou Jumi is illegal would be that JRSIS would have no source of ~~vehicle~~revenue ~~registration~~and ~~fees~~would ~~for~~become, ~~electric~~effectively, ~~vehicles~~worthless.

●We ~~Procurement~~have no direct control over the VIE that conducts the business described in this report; our indirect control is based on a series of contracts. The enforceability of such contracts has not been tested in the courts of China. We adopted the VIE arrangement because Chinese ~~government~~law ~~also~~restricts ~~uses~~foreign ~~its~~ownership ~~procurement~~of ~~power~~companies toengaged in ~~promote~~providing ~~electric~~value-added ~~vehicles~~telecommunications services, as is the VIE. AFor ~~May~~this ~~2016~~reason, ~~order~~there ~~required~~is doubt as to whether Chinese regulatory authorities would consider our contracts with the VIE to be enforceable, and there is doubt as to whether Chinese courts would enforce our contracts with the VIE. If they did not, that ~~half~~refusal could cause the value of ~~new~~our ~~vehicles~~common ~~purchased~~stock byto ~~China’s~~significantly ~~central~~decline ~~government~~or be ~~new~~eliminated. See ~~energy~~the ~~vehicles~~discussion ~~within~~of ~~five~~the ~~years~~risks of the VIE arrangement in “Risk Factors: Risks Relating to the VIE Structure”.

●RISKS ~~New~~ARISING ~~auto~~FROM OUR ~~factory~~HOLDING ~~requirements.~~COMPANY Chinese regulations strongly discourage the construction of factories for manufacturing internal combustion engine vehicles only. Subject to exceptions that are difficult to satisfy, any new vehicle factory is required to include capacity for the construction of electric vehicles.STRUCTURE

~~Since~~We ~~EVs~~face ~~will~~various ~~be useless~~legal ~~without~~and ~~charging~~operational ~~stations,~~risks ~~the~~and ~~Chinese~~uncertainties ~~central~~related ~~government~~to ~~has~~having ~~promoted~~our ~~the~~operations ~~development~~in ofChina. EVthe ~~charging~~PRC ~~infrastructure~~government ashas asignificant ~~matter~~authority ofto ~~national~~regulate ~~policy.~~companies Assuch ~~the~~as ~~central~~Laidian ~~government~~and ~~has~~Yongzhou ~~withdrawn~~Jumi ~~subsidies~~that ~~for~~are ~~purchase~~organized ofin ~~EVs,~~China. itFor ~~has~~example, ~~redirected~~we aface ~~significant~~risks ~~portion~~associated ofwith ~~those~~anti-monopoly ~~funds~~regulatory toactions, ~~support~~as ~~the~~well ~~development~~as ofoversight EVon ~~infrastructure,~~cybersecurity ~~primarily~~and ~~charging~~data ~~stations~~privacy. In ~~November 2020~~addition, the ~~General~~PRC ~~Office~~government ofhas ~~the~~significant ~~State~~oversight ~~Council~~and discretion ~~promulgated~~over ~~its~~the ~~“Development~~conduct ~~Plan~~ of ~~the~~Yongzhou ~~New~~Jumi’s ~~Energy~~business ~~Vehicle~~and ~~Industry~~may ~~(2021~~intervene -with ~~2035),~~or ininfluence ~~which~~the itoperations ~~mandated~~of ~~financial~~our ~~support~~business ~~for~~as the government ~~construction~~deems ofappropriate ~~charging~~to ~~stations~~further regulatory, political and ~~proposed~~societal ~~preferential~~goals. ~~policies~~The ~~with~~PRC ~~respect~~government tohas ~~allocation~~recently ofpublished ~~space~~new inpolicies ~~parking~~that ~~lots~~significantly affected tocertain ~~charging~~industries ~~stations. China~~such ~~State~~as ~~Grid~~the education and ~~China~~internet ~~Southern Grid~~industries, ~~China’s~~and ~~two~~we ~~state-owned~~cannot ~~electric~~rule ~~utilities,~~out ~~both~~the ~~have~~possibility ~~programs~~that toit ~~promote~~will ~~the~~in ~~development~~the offuture ~~electric~~release ~~vehicle~~regulations ~~charging~~or ~~infrastructure~~policies regarding Yongzhou Jumi’s industry that could adversely affect its business, financial condition and results of operations.

~~Guangdong~~Moreover, ~~Province~~the ~~has~~PRC government, ~~also~~by ~~been~~its ~~aggressive~~authority inover ~~support~~Laidian, ofhas ~~EVs~~the ~~and~~ability EVto ~~infrastructure.~~exert ~~During~~influence ~~2022~~on the ~~number~~ability of ~~EVs~~JRSIS, ~~sold~~to accept foreign investments or list on U.S. or other foreign exchanges. Such risks could result in ~~Guangdong~~a ~~Province~~material ~~doubled~~change ~~compared~~in our operations and/or the value of JRSIS common stock or could significantly limit or completely hinder our ability to ~~sales~~offer, inor ~~2021~~continue to offer, our common stock and/or ~~now~~other ~~one-eighth~~securities to investors and cause the value of such securities to significantly decline or be worthless. For example, on February 17, 2023, the ~~EVs~~China Securities ~~manufactured~~Regulatory inCommission, or CSRC, issued the ~~PRC~~Trial ~~are~~Administrative ~~manufactured~~Measures inof ~~Guangdong~~Overseas ~~Province.~~Securities ToOffering ~~support~~and ~~this~~Listing ~~push~~by ~~toward~~Domestic ~~EVs~~Companies, ~~Guangdong~~or ~~Province~~the ~~now~~“Trial ~~has~~Measures”, ~~more~~which ~~charging~~became ~~stations~~effective ~~than~~on ~~any~~March ~~other~~31, ~~province~~2023. Pursuant to the Trial Measures, companies organized in China –that ~~and~~seek ~~three~~to ~~times~~offer asor ~~many~~list ~~charging~~securities ~~facilities~~overseas, both directly or indirectly through a parent company or a VIE relationship, asmust ~~are~~fulfill ~~located~~a infiling ~~the~~procedure ~~entire~~and ~~United~~report ~~States~~relevant information to the CSRS. ~~The~~To ~~Province~~date, ~~subsidizes~~we ~~certain~~have ~~purchases~~not ofreceived ~~EVs~~any inquiry, ~~and~~notice, ~~encourages~~warning or ~~insurance~~sanctions ~~companies~~from the CSRS or any other PRC governmental authorities relating to ~~provide preferential~~the ~~premiums~~listing ~~for~~of ~~EVs~~JRSIS common stock on the OTC Pink Market. As ~~The~~the ~~government~~Trial ofMeasures ~~Guangdong~~are ~~Province~~newly ~~gives~~published ~~every~~and ~~indication~~there ~~that~~is ituncertainty ~~will~~with ~~continue~~respect to ~~support~~the filing requirements and the ~~expansion~~implementation, if ofwe are required to submit to the ~~charging~~CSRS ~~station~~and ~~network~~complete ~~indefinitely,~~the filing procedures in connection with anany ~~ultimate~~future ~~goal~~securities ofoffering ~~maximizing~~by JRSIS, we cannot be sure that we will be able to complete such filings in a timely manner. Any failure or perceived failure by us to comply with such filing requirements under the ~~conversion~~Trial ofMeasures ~~vehicular~~may ~~traffic~~result in forced corrections, warnings and fines against us and could materially hinder our ability to ~~electric~~offer JRSIS securities.

Competition

The Company is operating in the growing market of new energy charging piles, which is becoming increasingly competitive due to the growing demand for electric vehicles and the government's push towards cleaner energy. The competition the Company is facing can be broadly categorized into the following:

1. Established players: The new energy charging pile market is already populated with a number of established players such as State Grid, Southern Power Grid, and other major energy companies. These companies have a strong brand presence, financial resources, and expertise in the energy sector. They also have established relationships with customers and are likely to be strong competitors for the Company.

2. New entrants: The market for new energy charging piles is attracting a growing number of new entrants, ranging from start-ups to established companies diversifying into the market. These competitors are also likely to be aggressive in pursuing market share and have the potential to disrupt the market.

3. Technological changes: The charging technology for electric vehicles is constantly evolving, and competitors are investing heavily in developing new charging technologies such as wireless charging, fast charging, and ultra-fast charging. These technological changes could lead to new entrants and disrupt existing market players.

4. Regulatory environment: The regulatory environment for the new energy charging pile market is evolving rapidly, and competitors are likely to be affected by changes in regulations and policies related to the development of the new energy industry. These changes could favor some players and disadvantage others.

In summary, the Company is operating in a highly competitive market, facing competition from established players, new entrants, technological changes, and regulatory environment changes. The Company are developing a strong value proposition and endeavoring to build a competitive advantage to succeed in the market.

In addition, changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or U.S. regulations may materially and adversely affect our business, financial condition and results of operations. Any such changes could significantly limit or completely hinder our ability to offer or continue to offer JRSIS securities to investors and could cause the value of our securities to significantly decline or become worthless. For example, on December 28, 2021, the Cyberspace Administration of China (the “CAC”) jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020). Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to have its securities listed in a foreign country. Given that: (i) we do not possess personal information on more than one million users in our business operations; and (ii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities, we do not believe an offering of securities by JRSIS would necessitate an application for a cybersecurity review under the Measures for Cybersecurity Review (2021). We have not, however, engaged PRC legal counsel to provide any opinion or assurance as to our understanding of the implications of the CSRS or CAC regulations for our future operations. Our statements in this report are based solely on our review of the regulations and publicly available analyses.

However, since these statements and regulatory actions by the PRC government authorities are newly published and the official guidance and related implementation rules have not been issued, it is highly uncertain what the potential impact such modified or new laws and regulations will have on operations of Laidian, its ability to accept foreign investments and the ability of JRSIS to maintain a listing in the U.S. without recrimination by the PRC authorities. If the CSRS, CAC or other regulatory agencies in the future promulgate laws, regulations or implementing rules requiring that we obtain their approvals for a security offering, there is no assurance that we can obtain the approval, authorizations, or complete required procedures or other requirements in a timely manner, or at all. in the event that Yongzhou Jumi (i) does not receive or maintain any requisite permissions or approvals, (ii) inadvertently concludes that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and Yongzhou Jumi is required to obtain such permissions or approvals in the future, Laidian or Yongzhou Jumi may be subject to sanctions imposed by the relevant PRC regulatory authority, including fines and penalties, revocation of the licenses and suspension of its business, restrictions or limitations on the ability of JRSIS to pay dividends outside of China, regulatory orders, including injunctions requiring Laidian or Yongzhou Jumi to cease business operation, litigation or adverse publicity, and other forms of sanctions, which may result in a material change in the operations of the affected company, significantly limit or completely hinder the ability of JRSIS to offer securities to investors, and the market price of JRSIS common stock may substantially decline or become worthless.

Prior Business Operations

JRSIS was incorporated on November 20, 2013 under the laws of the State of Florida. In December 2013, JRSIS acquired 100% of the equity in JRSIS-BVI, which is a privately held Limited Liability Company registered in “BVI on February 25, 2013. JRSIS-BVI owns 100% of the equity in Runteng Medical Group Co., Ltd (“Runteng”), a limited liability company registered in Hong Kong on September 17, 2012. Until March 31, 2022, Runteng owned 70% of the equity in Harbin Jiarun Hospital Co., Ltd (“Jiarun”). a for-profit hospital incorporated in Harbin City of Heilongjiang, China in February 2006. The remaining 30% equity in Jiarun was owned by Junsheng Zhang, who was the Chairman of the Board of JRSIS until April 28, 2022. Jiarun operates a private hospital serving patients on a municipal and county level and providing both Western and Chinese medical practices to the residents of Harbin.

On April 12, 2022, Runteng organized and acquired 100% of the equity in Laidian, a wholly foreign-owned enterprise (“WFOE”) subsidiary. JRSIS established Laidian to engage in the business of providing charging services to electric vehicles with its headquarters in Zhongshan City of Guangdong, China.

On April 28, 2022 JRSIS completed the spin-off of its subsidiary Jiarun. as Runteng transferred its 70% equity interest in Jiarun to Zhang Junsheng (the “Spin-Off”). In exchange for the 70% equity interest in Jiarun, Zhang Junsheng transferred 539,200 shares of JRSIS’ common stock to Runteng, which surrendered the shares to the JRSIS treasury.

On April 28, 2022 JRSIS completed the spin-off of its subsidiary Jiarun. On April 12, 2022, Runteng organized and acquired 100% of the equity in Laidian Technology (Zhongshan) Co., Ltd (“Laidian”), a wholly foreign-owned enterprise (“WFOE”) subsidiary. JRSIS established Laidian to engage in the business of providing charging services to electric vehicles with the headquarter in Zhongshan City of Guangdong, China.

On November 30, 2023 a closing was held with respect to the Agreement to Contract dated October 18, 2023 (the “Jumi Agreement”) among JRSIS, Laidian, Zhuowei Zhong, Yongzhou Jumi, Guangzhou Jumi, Linhai Zhu, Yulin Investment (Guangzhou) Partnership L.P., Jumi Intelligent Information Technology (Guangzhou) Partnership L.P. and Jumi Group Company, Ltd. (“Jumi GCL”). Pursuant to the Jumi Agreement, Laidian entered into the four VIE Agreements with Yongzhou Jumi and Guangzhou Jumi described above. In consideration of the agreement by the beneficial owners of Yongzhou Jumi other than the holder of the 14.47% Unpledged Interest to the adoption of the VIE Agreements by Yongzhou Jumi and Guangzhou Jumi, JRSIS issued to Jumi GCL 76,757,439 shares of its common stock. Jumi GCL is a holding company owned by Linhai Zhu, Yulin IGP and Jumi IIP, who are the beneficial owners of 85.53% of Guangzhou JIE.

In recognition of the significant prospects for growth of Yongzhou Jumi, if properly managed, Laidian terminated its involvement in the charging station industry at the end of 2023.

The Current Business

Yongzhou Jumi was organized in 2018 in Yongzhou City in the Hunan Province of China and is a subsidiary of Guangzhou Jumi. Yongzhou Jumi is engaged in the business of developing medical technology and producing equipment based on its technology. Yongzhou Jumi is best known for developing the first digital medicine vending machine. At present the Yongzhou Jumi factory has an annual production capacity of 20,000 intelligent terminals.

The core business of Yongzhou Jumi is the development and marketing of a multi-faceted smart environment for the retail distribution of pharmaceutical products by pharmacies, hospitals and online distributors. After extensive research and development activity, the technicians at Yongzhou Jumi have incorporated advanced IoT automation technology into a software platform that integrates with distribution equipment suitable for the retail environment to provide a state-of-the-art retail experience. The products are now focused on the pharmaceutical market but are promising for a broad range of applications.

The goal of our multi-year R&D program was to develop a smart pharmacy environment for hospitals and retail distributors alike, which would reduce patient waiting time, improve the accuracy of pharmaceutical dispensing, and provide automatic data analysis. The core product that emerged from that program, now marketed as the JM-YF-2000 Automatic Medicine Dispenser, offers intelligent prompts for high-speed but intuitively facile human-computer interaction to yield prompt dispensing of medications and batch refilling in an environment designed to assure user safety. The enterprise management software loaded on a JM-YF-2000 Dispenser provides practical solutions for any number of the endemic problems of pharmaceutical distribution:

●

Pharmaceutical use supervision, enabled by storing patient records in a platform integrated intelligently with the pharmacy records;

●

Epidemic prevention and control, aided by automatic batch data analysis;

●

Community health care; enabled in lower population and less wealthy areas by providing efficient and fully-automated diagnostic services and pharmaceutical distribution; and

●

Chronic disease management enabled by associating a patient’s lifetime medical records with the patient’s pharmaceutical records.

Although the intuitive interface facilitates complete user control over the process of distributing pharmaceuticals via the JM-YF-2000, the extent of automation built into its processes assures a range of error-free services that encompass the entire distribution process. 24-hours per day the JM-YF-2000 is available to process requests for pharmaceuticals and distribute direct from the integrated dispensary over 90% of all approved pharmaceuticals. As medicine is delivered by a pharmacy employee to the machine, sensors identify each box, and a fully automatic inventory system refills medicines as needed. Inventory is automatically loaded in FIFO order, which aids in preserving the quality of the medicines. As orders are placed (by the customer or by the pharmacy employee), the Dispenser fills the orders at an outlet whose integrity is preserved by ultraviolet disinfection technology. As each sale is completed, a video record is created for quality control and future reference.

One popular application of the Yongzhou Jumi smart pharmacy is a stand-alone fully-automated pharmacy marketed by Yongzhou Jumi as the “Digital Solution”. A Digital Solution is an independent structure that is integrated into an existing building, such as a hospital emergency department or a transportation hub or office building. The Digital Solution has a drug storage capacity of 300 SKU per square meter of floor space, which provides customers 24 hour self-service access to both over-the-counter medicine and prescription medicine. A single employee delivers inventory to the Digital Solution, which is sorted by bar code, recorded, and restocked through a robotics network. AI analysis assures the safety of the chosen medicine for the individual patient, avoiding conflicting effects. Customer access is available on both an online and an in-person basis throughout the 24 hour day. The median time consumed from order through payment to delivery is approximately 30 seconds.

A full service medical solution can be achieved by locating a fully-automated Dispenser in combination with a JUMI AI Health Check-up Room 2.0 designed by Guangzhou Jumi, the parent company of Yongzhou Jumi. The Check-up Room uses facial recognition software to allow the patient access to the secure diagnosis room and draws on the patient’s insurance coverage by displaying a code loaded on the patient’s mobile phone. Within the Check-up Room, the patient has a choice of an automated video diagnosis or an online consultation in real-time with a physician. In either case, the physician or the automated service reviews the inventory in the associated automated pharmacy, and provides the patient a prescription. The software stored in the Check-Up Room checks the prescription against the patient’s medical records for contra-indications. If the prescription is determined safe, the patient then accesses the associated automated pharmacy to purchase the prescribed medicine.

The JUMI AI Health Check-up Room 2.0 (with the associated Yongzhou Jumi smart pharmacy) can be expanded into a Health Lodge, which are particularly useful in rural areas and communities where medical resources are limited. In addition to the remote diagnosis made available in a Check-up Room, a Health Lodge offers long-term health monitoring, including online diagnosis of cardiac function and blood pressure, remote monitoring, and the availability of second opinions.

Ultimately, the function of each of our products is to enable the pharmacist’s business to operate more efficiently and effectively. Toward that end, we incorporate in our Pharmacy Dispensers a breadth of management functions. The SaaS software sold by Yongzhou Jumi allows the pharmacist to define its inventory, determine appropriate shelf life, develop sales strategies, configure employee management accounts and configure the company’s collection accounts. The software extends to the pharmacist’s mobile phone, allowing remote management of the Dispenser, including alarms and diagnostic tools to enable remote handling of malfunctions.

Healthy Cities

During 2023, approximately one-third of the revenue realized by Yongzhou Jumi was derived from Yongzhou Jumi’s sales of hardware and software to various “Healthy City” projects underway throughout China. The goal of a Healthy City is to develop interfaces and protocols that will render medical information, drug information and other information significant to the functions of the medical institutions in the city to be transparent and interconnected. A Healthy City optimizes the health of its residents by reducing interference with the flow of medical information, individual or group, to enable fully-informed decisions to be made concerning the health of an individual patient or the overall health of a community.

Yongzhou Jumi participates in the Healthy Cities movement by developing software and hardware to facilitate digital transformation of medical information into a common language accessible to all participants in the City’s medical community.

Intellectual Property

Yongzhou Jumi owns a patent issued by the PRC on a coin-fed apparatus for dispensing discrete articles from non-movable magazines in which the articles are stored vertically above each other. The patented technology enables Dispensers manufactured by Yongzhou Jumi to maintain real time communication between the customer interface and the warehouse function on matters of inventory and customer input.

The design of Yongzhou Jumi products incorporates many of the principles and techniques associated with CAN Bus mobile communications technology. This enables the development process to be modular and cumulative. For example, if a module or cargo lane breaks, the affected function can be automatically shielded and will not affect the normal operation of other cargo lanes while the damaged component is repaired or replaced. We believe that the CAN Bus technology incorporated into our products is either our own intellectual property or is public access.

Marketing

~~The~~To ~~Company is developing a brand identity that reflects the Company's values and mission. This includes developing a unique logo~~date, ~~website,~~all ~~and~~sales ~~marketing~~by ~~materials~~Yongzhou ~~that~~Jumi ~~are~~have ~~visually appealing~~been ~~and~~made ~~clearly~~in ~~communicate~~ the ~~Company's value proposition~~PRC. ~~The~~Yongzhou Jumi ~~Company~~hopes ~~also plans~~ to ~~further~~expand ~~strengthen~~its ~~our~~market ~~marketing~~through ~~efforts and~~Southeast ~~improve~~Asia ~~our~~during ~~brand~~2024 ~~awareness~~and ~~through~~2025, ~~the~~then ~~following~~expand ~~actions:~~outward.

1.Yongzhou ~~Leverage~~Jumi ~~social~~markets ~~media:~~its ~~Social~~products ~~media~~through ~~platforms~~a ~~such~~direct assales ~~WeChat,~~force ~~Weibo,~~ and through ~~LinkedIn~~sales ~~can~~agents. beEach ~~used to build awareness~~ of ~~our~~the ~~brand,~~following ~~share~~sales ~~Company~~agents ~~news~~was ~~and~~responsible ~~updates,~~for ~~and~~ten ~~engage~~percent ~~with~~or ~~potential~~more ~~customers.~~of ~~The~~Yongzhou ~~Company~~Jumi’s ~~can~~revenue ~~also~~during 2023: ~~consider~~Shanghai ~~partnering~~Yuhua, ~~with~~Guangzhou ~~influencers~~Yuandi, inNingbo ~~the~~Ningfan ~~electric~~and ~~vehicle~~Zhejiang ~~or sustainability space to reach a wider audience~~Shiqi.

~~2. Attend industry events: The~~ Intra-Company ~~will~~Transfer ~~attend~~of industry events such as trade shows, conferences, and seminars to network with potential customers and partners. These events can also provide valuable insights into industry trends and customer needs.Funds

3The Exclusive Business Cooperation Agreement between Laidian and Yongzhou Jumi provides that on a quarterly basis Yongzhou Jumi will pay to Laidian a fee equal to 85.54% ~~Foster~~of ~~partnerships:~~the ~~The~~net ~~Company~~income isof ~~seeking~~Yongzhou ~~out~~Jumi ~~partnerships~~for the ~~with~~preceding ~~property~~quarter. ~~developers~~However, ~~government~~the ~~agencies~~same agreement also says that the quarterly fee payable may be reduced to assure that Yongzhou Jumi has sufficient capital to implement its business plan. In reliance on that latter provision, ~~and~~Yongzhou ~~other~~Jumi ~~companies~~has, to date, paid nothing to Laidian. The business plan of Yongzhou Jumi aims for a leading position in the ~~new~~Chinese ~~energy~~market ~~space~~for smart Dispensers. ByAccomplishment of ~~partnering~~that ~~with~~goal ~~these~~will ~~organizations~~depend, in large part, on the availability of capital to finance growth. Our expectation, therefore, is that for the foreseeable future the net income generated by the operations of Yongzhou Jumi will be needed to fund the expansion of those operations. Payments of the fee mandated by the Exclusive Business Cooperation Agreement are, therefore, unlikely to occur during the next several years, as the fee obligation will be accrued as a debt from Yongzhou Jumi to Laidian. ~~can~~Only ~~expand~~when ~~its~~the ~~reach~~market for smart Dispensers has matured and ~~access~~only ~~new~~if ~~customer~~Yongzhou ~~segments~~Jumi is then enjoying cash reserves in excess of that useful for growth, will Yongzhou Jumi be likely to distribute earnings by settling its account payable to Laidian.

4.To ~~Overall~~date, byno ~~developing~~funds ahave ~~brand~~been ~~identity,~~transferred ~~leveraging~~from ~~social~~Yongzhou ~~media,~~Jumi ~~attending~~to ~~industry~~Laidian ~~events~~or from Laidian to JRSIS or its subsidiary or its shareholders, nor has any attempt been made to affect such a transfer of funds. Because we and ~~fostering~~Yongzhou ~~partnerships~~Jumi both expect that for the foreseeable future all funds available to Yongzhou Jumi will be used to fund the expansion of operations of Yongzhou Jumi, ~~The~~neither ~~Company~~Yongzhou ~~can~~Jumi ~~build~~nor ~~awareness~~any of JRSIS or its ~~brand~~subsidiaries ~~and~~has ~~generate~~implemented ~~leads~~any inpolicies regarding transfer of funds between the ~~highly~~VIE ~~competitive~~and ~~market~~JRSIS or its subsidiaries, including Laidian, its PRC subsidiary.

Even when circumstances would make it reasonable for Laidian to make distributions to JRSIS (via its subsidiaries), it is not certain that government regulations will permit Laidian to make such distributions. In general, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, implement capital control measures that severely restrict the flow of cash into and out of China. The primary measures restricting inflow and outflow of cash are the restrictions on conversion of Renminbi into foreign currencies, such as the U.S. Dollar. Under existing PRC ~~Laws~~foreign exchange regulations, payments of current account items, such as distributions of profits, interest payments, and ~~Regulations~~trade ~~Affecting~~and ~~Our~~service-related ~~Business~~transactions, can be made by a Chinese enterprise in foreign currencies without approval by SAFE, provided certain registration procedures are completed. Therefore, under current regulations, profits generated by the operations of Laidian could be distributed upstream to JRSIS, subject to the following limitations:

~~There~~● ~~are~~Pursuant ~~several~~to the Implementation Rules for the PRC ~~laws~~Enterprise ~~and~~Income ~~regulations that~~Tax ~~could~~Law, ~~affect~~effective ~~the~~on ~~Company's~~January ~~business~~1, ~~including:~~2008, dividends payable by a foreign invested enterprise (“FIE”) to its foreign investors are subject to a withholding tax of up to 10%.

1. Regulations on new energy vehicles: The Chinese government has implemented a number of regulations and policies aimed at promoting the development and adoption of new energy vehicles, including electric vehicles. These policies could create opportunities for the Company as demand for electric vehicle charging infrastructure increases.8

2.● ~~Intellectual~~Pursuant ~~property~~to ~~laws:~~Article ~~The~~10 ~~Company~~of ~~may~~the beArrangement ~~subject~~Between tothe ~~intellectual~~Mainland ~~property~~of ~~laws~~China ~~related~~and the Hong Kong Special Administration Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to ~~patents~~Taxes on Income, ~~trademarks~~effective December 8, ~~and~~2006, ~~copyrights.~~dividends ~~This~~payable ~~could~~by ~~impact~~a ~~the~~FIE ~~company's~~(such ~~ability~~as Laidian) to ~~protect~~ its ~~intellectual~~Hong ~~property~~Kong ~~and~~investor ~~may~~which ~~affect~~owns ~~its~~25% ~~competitive~~or ~~position~~more of the equity of the FIE is subject to a withholding tax of up to 5%.

It● isPRC ~~important~~regulations ~~for~~require ~~Laidian~~that toa ~~stay~~FIE ~~up-~~fund a statutory reserve fund by setting aside at least 10% of its after tax profits until the amount of the fund reaches 50% of its registered capital. That reserve would necessarily reduce dividends payable. The transfer to~~-date with~~ this reserve must be made before distribution of any ~~changes~~dividend orto ~~developments~~shareholders. inThe ~~these~~surplus ~~and~~reserve fund is non-distributable other ~~relevant~~than ~~laws~~during ~~and~~liquidation, ~~regulations~~can inbe ~~order~~used to ~~ensure~~fund ~~compliance~~previous ~~and~~years’ ~~mitigate~~losses, if any, ~~potential risks~~and may be utilized for business expansion or ~~challenges~~converted into share capital by issuing new shares to ~~its~~existing ~~business~~shareholders ~~operations~~in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.

●

The PRC government may continue to strengthen its capital controls, and more restrictions and vetting procedures may be introduced by SAFE for cross-border transactions. Any or all of these enhanced restrictions could limit the ability of Laidian to transfer funds upstream.

These and any other limitations on the ability of our PRC operating subsidiary to distribute dividends or other payments to its shareholder for transfer to JRSIS 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 any business other than that carried on by Laidian.

JRSIS will be permitted under PRC laws and regulations to provide funding to Laidian only through loans or capital contributions, and only if it satisfies the applicable government registration and approval requirements. Any loans to Laidian will be subject to PRC regulations and foreign exchange loan registrations. For example, loans by JRSIS to Laidian cannot exceed statutory limits and must be registered with the local counterpart of the State Administration on Foreign Exchange (“SAFE”), or filed with SAFE in its information system. According to the Notice of the People’s Bank of China and the State Administration of Foreign Exchange on Adjustments to Comprehensive Macro-prudential Regulation Parameters for Cross-border Financing issued by the People’s Bank of China and the State Administration of Foreign Exchange in March 2020, the limit for the total amount of foreign debt is 2.5 times its net assets. Moreover, any medium or long-term loan to be provided by us to Laidian must also be filed and registered with the NDRC. We may also decide to finance our PRC subsidiary by means of capital contributions. These capital contributions must be reported to the Ministry of Commerce, or MOFCOM, or its local counterpart. In addition, a foreign invested enterprise is required to use its capital pursuant to the principle of authenticity and self-use within its business scope.

PRC Laws and Regulations Requiring Laidian to Secure Government Approval

Each aspect of the business operations of Laidian and each aspect of the relationship of JRSIS and its subsidiary holding companies with Laidian is the subject of one or more regulations imposed by the government of the PRC or the PRC Provincial governments. The risks of non-compliance are several: we could be denied a necessary license or permission; we could inadvertently overlook the requirement to obtain a license or permission; we could obtain the necessary license or permission but fail to comply with the regulations governing the regulated activity; or the regulations could change in a way that interferes with our ability to carry out our business plan. Any of these situations could prevent us from carrying out our business plan and result in loss to our investors.

The consequences of failure or inability to conform our conduct to government policy will vary: the significance of the consequence will tend to reflect the level of concern that the government holds for the subject of the regulation. If we fail to comply with regulations regarding financial matters (securities offerings, cash flows, the corporate structure itself), the penalties could range from significant civil penalties (e.g. revocation of business licensee) to criminal penalties. Our business plan contemplates that we will use our access to U.S. capital markets to secure the capital we will need in order to expand Yongzhou Jumi’s position in the Chinese market for smart dispensers. If the CSRC or the CAC or any other government entity were to restrict our ability to finance Laidian or Yongzhou Jumi from the proceeds of security sales in the U.S., we would be forced to either secure an alternative source of funds (which could result in significant dilution of our existing shareholders) or to severely reduce the pace of our growth (which could doom our efforts at competitive strength).

We have tried to be scrupulous in ascertaining the obligations that Chinese government regulations impose on us. We have not, however, engaged PRC legal counsel to provide any opinion or assurance as to our understanding of the implications of the CRSC or CAC regulations for our future operations. Our statements in this report are based solely on our review of the regulations and publicly available analyses.

The following paragraphs classify the principal regulations with which we must comply by reference to the aspect of our business to which they apply:

Securities Offering by JRSIS. JRSIS has no immediate plan to make a security offering. In the future, however, JRSIS anticipates that it will offer its securities to the public in order to raise capital and fund the operations of Laidian and Yongzhou Jumi. At that time, Laidian will be required to comply with the permission requirements of the China Securities Regulatory Commission (the “CSRC”) and the Cyberspace Administration of China (the “CAC”) in order for JRSIS to sell securities in the U.S. or elsewhere.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”), which took effect on March 31, 2023. The Trial Administrative Measures mandate that an issuer will be required to go through the filing procedures under the Trial Administrative Measures if 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies and the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China. Accordingly, if and when JRSIS undertakes to make a public offering of its securities, Laidian will be required to file with CRSC such information as CRSC shall require. Since the filing processes are currently being developed, we cannot predict the difficulty of compliance or the extent to which compliance with CRSC regulations may hinder the ability of JRSIS to raise money in the capital markets.

Securities Listing by JRSIS. The common stock of JRSIS is currently quoted on the OTC Pink Market. JRSIS plans, at an undetermined future date when it is eligible, to apply for an “uplist” to the OTCQB, NASDAQ or an exchange.

On December 28, 2021 the CAC and 12 other Chinese government departments issued “New Measures for Cybersecurity Review.” According to Article 7 of the New Measures, network platform operators holding personal information of more than one million users are required to apply to the Network Security Review Office for a cybersecurity review before listing their securities in a foreign country. The cybersecurity reviewers will have broad discretion to determine whether the offshore listing may affect China’s national security. In the event that Yongzhou Jumi, in the course of implementing its plan to distribute SaaS software services to companies using its dispensary machines, accumulates personal information from more than one million users of its charging stations, it will be necessary for it to undergo the mandated security review before uplisting to an exchange. We cannot predict whether, at that time, a listing of JRSIS common stock on a U.S. exchange will be considered to pose a threat to China’s national security.

We have not engaged PRC legal counsel to provide any opinion or assurance as to our understanding of the implications of the CRSC or CAC regulations for our future operations. Our statements in this report are based solely on our review of the regulations and publicly available analyses.

Enforceability of Civil Liabilities

At present, JRSIS has only two members of its management team: Linhai Zhu and Zhuowei Zhong, each of whom is a member of the JRSIS Board of Directors and an executive officer of JRSIS. As our operations expand, we expect to increase the numbers of our managers, both directors and officers. It is likely, however, that all or most of our executives will also be residents of the PRC.

Shareholder claims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States has not been efficient in the absence of a mutual and practical cooperation mechanism.

Efforts by shareholders of JRSIS to obtain recourse against the management of JRSIS in U.S. courts will likely also be unavailing. It will be difficult for the shareholders of JRSIS to effect service of process upon members of our management who reside in China – in general, Chinese authorities will not assist in performing the service. In addition, China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States. In addition, according to the PRC Civil Procedures Law, courts in China will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. Therefore, even if a shareholder were successful in obtaining judgment against an officer or director of JRSIS in a U.S. court, recognition and enforcement in China of judgments of a court in the U.S. in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

Taxes

Enterprise income tax is defined under the Provisional Regulations of PRC Concerning Income Tax on Enterprises promulgated by the PRC. Income tax is payable by enterprises at a rate of 25% of their taxable income.

Employees

AsThe Company has 36 employees. All except Zhuowei Zhong are employed directly by Yongzhou Jumi; Mr. Zhong is employed by Laidian. Three of ~~December~~ 31the employees are involved in administration, ~~2022~~ten are technicians focused on research and development, we ~~had~~five 3perform ~~employees~~marketing services, and the remainder are factory personnel. None of our employees are represented by a labor union or similar collective bargaining organization.

ITEM 1A. RISK FACTORS.

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and other information in this 10K before deciding to invest in our Company. If any of the following risks actually occur, our business, financial condition and results of operations could be seriously harmed. As a result, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Related to Our Business

Laidian will face intense competition. It will not achieve market share and customers if it fails to compete effectively.

The demand for charging stations in China is strong, and the barriers to entry into the supply market are not great. So there are many enterprises competing to meet the demand. Laidian’s competitors will include international giants such as Tesla, as well as several major Chinese suppliers of charging stations, as well as many low volume suppliers similar to Laidian. Increased competition may adversely affect its margins, market share and brand recognition, or result in significant losses. When Laidian sets prices for energy, it has to consider how competitors have set prices, since electricity is fungible. When they cut prices or offer additional benefits to compete with Laidian, Laidian may have to lower its own prices or offer additional benefits or risk losing market share, either of which could harm our financial condition and results of operations.

Some of the competitors will have longer operating histories, greater brand recognition, better supplier relationships, larger customer bases and greater financial, technical and marketing resources than Laidian has. These and other smaller companies may receive investment from or enter into strategic relationships with well-established and well-financed companies or investors, which would help enhance their competitive positions. Some of the competitors may be able to secure more favorable terms from suppliers, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote substantially more resources to their website, mobile application and systems development. We cannot assure you that Laidian will be able to compete successfully against current or future competitors, and competitive pressures may have a material and adverse effect on its business, financial condition and results of operations.

If we are unable to hire, retain or motivate qualified personnel, consultants, and advisors, we may not be able to grow effectively.

At the present time, we have only three employees: our management team. Our ability to grow as a public company will be largely dependent on our ability to recruit highly skilled individuals. Future success depends on our continuing ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization. Competition for such qualified employees is intense. If we do not succeed in attracting excellent personnel or in retaining or motivating them, we may be unable to grow effectively. In addition, all future success depends largely on our ability to retain key consultants and advisors. We cannot assure that any skilled individuals will agree to become an employee or consultant for the Company. Our inability to retain their services could negatively impact our business and our ability to execute our business strategy.

We may not be able to obtain additional funding to meet our requirements.

Our ability to enter into the business of constructing and distributing EV charging stations depends upon our ability to obtain financing through equity financing, debt financing (including credit facilities) or the sale or syndication of some or all of our interests in certain projects or other assets. If our access to existing credit facilities is not available, and if other funding does not become available, there could be a material adverse effect on our business.

The EV charging market is characterized by rapid technological change, which requires Laidian to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of its products and Laidian’s financial results.

Continuing technological changes in battery and other EV technologies could adversely affect adoption of current EV charging technology and/or Laidian’s products. Laidian’s future success will depend upon its ability to develop and introduce a variety of new product offerings to address the changing needs of the EV charging market. As new products are introduced, gross margins tend to decline in the near term and improve as the product become more mature and with a more efficient manufacturing process.

As EV technologies change, Laidian may need to upgrade or adapt its charging station technology and introduce new products and services in order to serve vehicles that have the latest technology, in particular battery cell technology, which could involve substantial costs. Even if Laidian is able to keep pace with changes in technology and develop new products and services, its research and development expenses could increase, its gross margins could be adversely affected in some periods and its prior products could become obsolete more quickly than expected.

If Laidian is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer requirements on a timely basis or that remain competitive with technological alternatives, its products and services could lose market share, its revenue will decline, it may experience higher operating losses and its business and prospects will be adversely affected.

Our success depends on our personnel. Loss of key personnel may adversely affect our business.

Our success depends to a significant extent on the performance of our management personnel. In particular, we will depend on the services of Zhuowei Zhong, Chairman of the Board and President, Huang, Zhifei, Chief Executive Officer, and Chen, Zhuowen, Chief Financial Officer. The loss of the services of key persons could have a material adverse effect on the Company’s business, operating results and financial condition.

Risks Related to Doing Business in China

The Company (i.e. JRSIS and its subsidiaries and VIE on a consolidated financial basis) has a single source of revenue: Yongzhou Jumi, a limited company organized and operating in the PRC. This arrangement imposes specific risks on investors in JRSIS:

Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations. The PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like us. Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or, in extreme cases, become worthless.

All of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic, and social conditions in China. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating the development of industry by imposing industrial policies.

The PRC government has significant authority to exert influence on the ability of a China-based company, such as Yongzhou Jumi, to conduct its business and accept foreign investments. Through exercise of its control over the China-based affiliate, the PRC government can also exercise significant control over the decision of an offshore holding company, such as JRSIS, to list its securities on an U.S. or other foreign exchanges. For example, JRSIS faces risks associated with regulatory approvals of securities offerings outside of China as well as oversight on cybersecurity and data privacy. Such risks or any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could result in a material change in our operations and/or the value of our common stock or could significantly limit or completely hinder our ability to offer or continue to offer our common stock and/or other securities to investors and cause the value of such securities to significantly decline or be worthless.

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

Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Currently, we believe that these statements and regulatory actions have had no impact on Yongzhou Jumi’s daily business operations, the ability of Yongzhou Jumi to accept foreign investments or the ability of JRSIS to list its securities on an U.S. or other foreign exchange. Nevertheless, since these statements and regulatory actions are new, it is highly uncertain 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 of such modified or new laws and regulations.

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

As a business operating in China, Yongzhou Jumi is subject to the laws and regulations of the PRC, which can be complex and which evolve rapidly. The PRC government has the power to exercise significant oversight and discretion over the conduct of Yongzhou Jumi’s business, and the regulations to which Laidian and Yongzhou Jumi are subject may change rapidly and with little notice to JRSIS or its 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 Yongzhou Jumi’s 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,

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Result in negative publicity or increase our operating costs,

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Require significant management time and attention, and

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Subject Yongzhou Jumi to remedies, administrative penalties and even criminal liabilities that may harm its business, including fines assessed for our current or historical operations, or demands or orders that Laidian modify or even cease its business practices.

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, that restrict or otherwise unfavorably impact the ability or manner in which Yongzhou Jumi conducts its business could require Yongzhou Jumi to change certain aspects of its business to ensure compliance, could decrease demand for Yongzhou Jumi’s products, reduce revenues, increase costs, require Yongzhou Jumi to obtain more licenses, permits, approvals or certificates, or subject Yongzhou Jumi to additional liabilities. To the extent any new or more stringent measures are required to be implemented, Yongzhou Jumi’s business, financial condition and results of operations could be adversely affected, which could materially decrease the value of JRSIS common stock.

We will require the approval of the CSRS before our common stock may become listed on the OTCQB, Nasdaq or any U.S. securities exchange. If we are unable to obtain CSRC’s approval, our ability to raise capital will be limited, which would likely limit the growth of our company.

We intend to fund the growth of our business in large part by raising capital in JRSIS through its sale of securities outside of the PRC. The capital markets in the U.S. that we might access for financing will depend in large part on our ability to secure a listing on Nasdaq, OTCQX or one of the registered securities exchanges. The Trial Administrative Measures adopted on March 31, 2023 require that at the time we apply to an exchange (which for this purpose will include Nasdaq, OTCQB or OTCQX), we must file an extensive application with the CSRC and await approval by CSRC of the listing. The CSRC has indicated an intent to use these applications in order to protect the PRC from foreign control of (or significant influence over) important Chinese businesses. We cannot determine what criteria the CSRC will apply for this purpose. The regulations, therefore, create for our investors a risk that our efforts to finance Yongzhou Jumi by selling JRSIS securities abroad will be restricted, delayed or eliminated by CSRC’s implementation of the listing requirements in the Trial Administrative Measures. That risk, if realized, could prevent us from expanding Yonzhou Jumi’s business, which could reduce or eliminate the value of JRSIS common stock purchased in this or subsequent offerings.

If JRSIS common stock becomes listed on the OTCQB or an exchange, we will be required to obtain the approval of the PRC government for a business combination, the issuance of our common stock, or maintaining our status as a publicly listed company outside China.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”), which took effect on March 31, 2023. On the same date, the CSRC published on CSRC’s official website Supporting Guidance Rules No. 1 through No. 5, Notes on the Trial Administrative Measures, Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and relevant CSRC Answers to Reporter Questions or, collectively, the “Guidance Rules and Notice.” The Trial Administrative Measures, together with the Guidance Rules and Notice, mandate that issuers whose principal business activities occur in the PRC must, within three business days after filing with the offshore regulator an application for an offshore offering or listing of securities on an exchange, submit to CSRC an application for review. The Trial Administrative Measures apply to overseas securities offerings and/or listings conducted by companies incorporated in the PRC, PRC domestic companies, and companies incorporated overseas with operations primarily in the PRC, indirect offerings. The Trial Administrative Measures require (1) the filing of the overseas offering and listing plan by the PRC domestic companies with the CSRC under certain conditions, (2) the filing by the underwriter with the CSRC under certain conditions and (3) the submission of an annual report to the CSRC within the required timeline. The Trial Administrative Measures include: (1) criteria to determine whether an issuer will be required to go through the filing procedures under the Trial Administrative Measures; (2) exemptions from immediate filing requirements for issuers that have already been listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Administrative Measures; (3) a negative list of types of issuers banned from listing or offering overseas, such as issuers whose affiliates have been recently convicted of bribery and corruption; (4) issuers’ compliance with web security, data security, and other national security laws and regulations; (5) issuers’ filing and reporting obligations, such as obligation to file with the CSRC after it submits an application for initial public offering to overseas regulators, and obligation after offering or listing overseas to file with the CSRC after it completes subsequent offerings and to report to the CSRC material events including change of control or voluntary or forced delisting of the issuer; and (6) the CSRC’s authority to fine both issuers and their relevant shareholders for failure to comply with the Trial Administrative Measures, including failure to comply with filing obligations or committing fraud and misrepresentation. Fines of up to 10 million RMB (approximately US$1.4 million) for non-compliance are authorized.

We plan to apply for listing on the OTCQB as soon as we are eligible; if accepted, we would then be subject to the requirements of the Trial Administrative Measures with respect to any future securities offerings made outside of China. As the Trial Administrative Measures are newly issued, there remain uncertainties regarding its interpretation and implementation. Therefore, we cannot assure you that we will be able to complete the filings for our future offerings and fully comply with the relevant new rules on a timely basis, if at all. In addition, we face uncertainty regarding the criteria that CSRS will apply when reviewing filings for approval, and cannot assure that the process will not cause a substantial reduction in our ability to raise capital in the U.S.

Regulations proposed by the Cyberspace Administration of China may require Laidian to apply for cybersecurity approval before JRSIS can list its securities on a U.S. exchange.

On July 10, 2021, the Cyberspace Administration of China (“CAC”) issued a revised draft of the Measures for Cybersecurity Review for public comments (“Draft Measures”), which required that, in addition to “operator of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. The Cyberspace Administration of China has said that, under the proposed rules, companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments,” The cybersecurity review will also investigate the potential national security risks from overseas IPOs. We do not know what regulations will be adopted or how such regulations will affect us and the quotation of our securities on the OTC Markets. In the event that the Cyberspace Administration of China determines that we are subject to these regulations, quotation of our securities on the OTC Markets may be prohibited and we may be subject to fines and penalties.

We believe that we will not be subject to the cybersecurity review by the CAC for this offering, given that: (i) we are not an “operator of critical information infrastructure” or a “data processor” carrying out data processing activities that affect or may affect national security; (ii) we do not possess a large amount of personal information in our business operations; and (iii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities. However, there remains uncertainty as to how the 2021 Measures 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 2021 Measures. If any such new laws, regulations, rules, or implementation and interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us.

SAFE regulations relating to offshore investment activities by PRC residents may increase our administrative burdens and restrict our overseas and cross-border investment activity. If our shareholders and beneficial owners who are PRC residents fail to make any required applications, registrations, and filings under such regulations, we may be unable to distribute profits and may become subject to liability under PRC laws.

China’s State Administration of Foreign Exchange (“SAFE”) has promulgated several regulations, including Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Oversea Special Purpose Vehicles, or “Circular No. 75,” issued on October 21, 2005 and effective as of November 1, 2005 and certain implementation rules issued in subsequent years, requiring registrations with, and approvals from, PRC government authorities in connection with direct or indirect offshore investment activities by PRC residents and PRC corporate entities. These regulations apply to our shareholders and beneficial owners who are PRC residents, and may affect any offshore acquisitions that we make in the future.

SAFE Circular No. 75 requires PRC residents, including both PRC legal person residents and/or natural person residents to register with the local SAFE branch before establishing or controlling any company outside of China for the purpose of equity financing with assets or equities of PRC companies, referred to in the notice as an “offshore special purpose company.” In addition, any PRC resident who is a direct or indirect shareholder of an offshore company is required to update his registration with the relevant SAFE branches, with respect to that offshore company, in connection with any material change involving an increase or decrease of capital, transfer or swap of shares, merger, division, equity or debt investment or creation of any security interest. Moreover, the PRC subsidiaries of that offshore company are required to coordinate and supervise the filing of SAFE registrations by the offshore company’s shareholders who are PRC residents in a timely manner. If a PRC shareholder with a direct or indirect stake in an offshore parent company fails to make the required SAFE registration, the PRC subsidiaries of such offshore parent company may be prohibited from making distributions of profit to the offshore parent and from paying the offshore parent proceeds from any reduction in capital, share transfer or liquidation in respect of the PRC subsidiaries, and the offshore parent company may also be prohibited from injecting additional capital into its PRC subsidiaries. Furthermore, failure to comply with the various SAFE registration requirements described above may result in liability for the PRC shareholders and the PRC subsidiaries under PRC law for foreign exchange registration evasion.

Although we have requested our PRC shareholders to complete the SAFE Circular No. 75 registration, we cannot be certain that all of our PRC resident beneficial owners will comply with the SAFE regulations. The failure or inability of our PRC shareholders to receive any required approvals or make any required registrations may subject us to fines and legal sanctions, restrict our overseas or cross-border investment activities, prevent us from making capital injection into our PRC subsidiaries, limit our PRC subsidiaries’ ability to make distributions or pay dividends or affect our ownership structure, as a result of which our acquisition strategy and business operations and our ability to distribute profits to you could be materially and adversely affected.

Changes in current policies of the PRC government could have a significant impact upon the business we conduct in the PRC and the profitability of our operations.

Current policies adopted by the PRC government indicate that it seeks to encourage a market-oriented economy. We believe that the PRC government will continue to develop policies that strengthen its economic and trading relationships with foreign countries and as a consequence, business development in the PRC will follow current market forces. While we believe that this trend will continue, we cannot assure you that such beneficial policies will not change in the future. A change in the current policies of the PRC government could result in confiscatory taxation, restrictions on currency conversion, or the expropriation or nationalization of private enterprises, all of which would have a negative impact on our current corporate structure and our operations. The PRC laws and regulations governing our current business operations are sometimes vague and uncertain. Any changes in such PRC laws and regulations may have a material and adverse effect on our business.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, those laws and regulations governing our business and those relating to the enforcement and operation of our contractual arrangements. At this time, we believe that the relevant PRC laws and regulations validate our current contractual arrangements and that our corporate structure is in keeping with such laws. However, no assurance can be given that PRC court rulings to be decided in the future will be consistent with our current interpretations. Further, new laws or regulations may be enacted which could have a negative impact on foreign investors. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business and no assurance can be given that our operations will not be affected by such laws and/or regulations.

~~Interference by the Chinese Government with the efforts of the PCAOB to inspect our auditor could lead to our common stock being delisted from its trading platform.~~15

AsAlthough anthe ~~auditor~~audit ofreport ~~companies that~~included ~~are~~in ~~publicly~~this ~~traded~~Report inwas ~~the~~issued by ~~United~~U.S. ~~States~~auditors ~~and~~who aare ~~firm~~currently ~~registered~~inspected ~~with~~by the ~~Public Company Accounting Oversight Board (“~~PCAOB”), ~~our~~ ~~independent~~if ~~registered~~it ~~public accounting firm~~ is ~~required~~later ~~under~~determined ~~the~~that ~~laws of~~ the ~~United States to undergo regular inspections by the~~ PCAOB. ~~However,~~is ~~because~~unable ~~substantially~~to ~~all~~inspect ofor investigate our ~~operations~~auditor ~~are conducted within China~~completely, ~~our~~investors ~~independent~~would ~~registered~~be ~~public~~deprived ~~accounting~~of ~~firm’s audit~~the ~~documentation~~benefits ~~related~~of tosuch ~~their~~inspection ~~audit~~and ~~report~~our ~~included~~common instock ~~this annual~~may ~~report~~be ~~on Form~~delisted ~~10-K is located in China. The PCAOB is currently unable to conduct full inspections in China~~ or ~~review audit documentation located within China without the approval of Chinese~~prohibited ~~authorities,~~from ~~which has not been granted~~trading.

The ~~Holding~~audit ~~Foreign~~report ~~Companies Accountable~~included ~~Act,~~in orthis ~~the~~Report ~~HFCAA,~~ was ~~enacted~~issued by ~~the~~HHC, a U.S. ~~Congress on December 18, 2020. Pursuant to the HFCAA, if the SEC determines~~-based ~~that we have filed audit reports issued by a registered public~~ accounting firm that ~~has~~is ~~not~~registered ~~been~~with ~~subject~~the toPCAOB ~~inspection~~and bycan ~~the~~be ~~Public~~inspected ~~Company Accounting~~by ~~Oversight Board (~~the “PCAOB~~”),~~. ~~for~~We ~~three~~have ~~consecutive years~~no ~~beginning~~present inintention ~~2021~~of ordismissing ~~any~~HHC ~~year thereafter,~~ in the ~~SEC will~~future ~~prohibit~~or ~~our~~of ~~shares~~engaging ~~from~~any ~~being~~auditor ~~traded~~not onbased ~~a national securities exchange or~~ in the ~~over-the-counter trading market in the United States~~U. OnS. ~~December 16,~~and ~~2021,~~not ~~the~~subject ~~PCAOB issued a report~~ to ~~notify~~regular ~~the~~inspection ~~SEC~~by ~~of its determination that~~ the PCAOB. ~~was~~As ~~unable~~an toauditor ~~inspect~~of ~~or investigate~~companies ~~completely~~that are registered ~~public~~with ~~accounting~~the ~~firms~~SEC ~~headquartered in mainland China~~ and ~~Hong~~publicly ~~Kong,~~traded ~~which~~in ~~includes our auditor. On May 13, 2022,~~ the ~~SEC~~United ~~conclusively~~States ~~listed~~and ~~us as~~ a ~~Commission-Identified~~firm ~~Issuer~~registered ~~under~~with the ~~HFCAA~~PCAOB, ~~following the filing of~~ our ~~2021~~auditor ~~Form~~is ~~10-K. On December 15,~~required ~~2022,~~under the ~~PCAOB~~laws ~~removed~~of ~~mainland China and Hong Kong from~~ the ~~list~~United ofStates ~~jurisdictions where it is unable~~ to ~~inspect~~undergo orregular ~~investigate~~inspections ~~completely registered~~by ~~public accounting firms. Each year,~~ the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to ~~inspect~~ ~~and~~assess ~~investigate~~its ~~accounting~~compliance ~~firms~~with ~~in mainland China and Hong Kong and we continue to use an accounting firm headquartered in these jurisdictions to conduct audit work, we would be identified as a Commission-Identified Issuer following~~ the ~~filing~~laws of the ~~annual~~United ~~report~~States ~~for~~and ~~the~~professional ~~relevant fiscal year~~standards. ~~If we were so identified for three consecutive years, we would become subject to the prohibition on trading under the HFCAA.~~

There have been recent deliberations within the U.S. government regarding limiting or restricting China-based companies from accessing U.S. capital markets. On December 18, 2020, the Holding Foreign Companies Accountable Act (the “HFCAA”) was signed into law. The ~~delisting~~HFCAA 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 ~~our~~a restriction imposed by a non-U.S. ~~common~~authority ~~stock~~in the auditor’s local jurisdiction. Additionally, orin July 2020, the ~~threat~~U.S. ofPresident’s ~~being~~Working ~~delisted~~Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, ~~may~~the ~~materially~~SEC, the PCAOB or other federal agencies and department ~~adversely~~with ~~affect~~respect ~~the~~to ~~value~~Chinese ofcompanies ~~your~~listed ~~investment~~on U.S. Ifstock ~~our~~exchanges ~~shares~~and ~~are~~their ~~prohibited from~~audit ~~trading~~firms, in an effort to protect investors in the United States. In response, on November 23, 2020, the ~~impact~~SEC onissued guidance highlighting certain risks (and their implications to U.S. investors) associated with investments in China-based issuers and summarizing enhanced disclosures the ~~market~~SEC ~~for~~recommends ~~our~~China-based ~~shares~~issuers make ~~outside~~regarding such risks. On December 2, 2021, the ~~United~~SEC ~~States~~adopted final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. The SEC is ~~highly~~assessing ~~uncertain~~how to implement the requirements of the HFCAA, including the listing and ~~there~~trading isprohibition norequirements ~~certainty~~described weabove. ~~will~~Under the HFCAA, our securities may be ~~able~~prohibited tofrom ~~list~~trading on ~~any~~Nasdaq ~~non-~~or U.S. ~~exchange~~stock toexchanges ~~facilitate~~if our auditor is not inspected by the ~~trading~~PCAOB for three consecutive years, and this ultimately could result in our ~~securities~~common stock being delisted. Furthermore, ~~Such~~on aJune ~~prohibition~~22, ~~would~~2021, ~~substantially~~the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), ~~impair~~which ~~your~~amends ~~ability~~the HFCAA and requires the SEC to ~~sell~~prohibit oran ~~purchase~~issuer’s ~~our~~securities ~~shares~~from ~~when~~trading ~~you~~on ~~wish~~any U.S. stock exchanges if its auditor is not subject to doPCAOB soinspections for two consecutive years instead of three. On September 22, ~~and~~2021, the ~~risk~~PCAOB ~~and~~adopted ~~uncertainty~~a ~~associated~~final ~~with~~rule implementing ~~delisting~~the ~~would have~~HFCAA, which provides a ~~negative~~framework ~~impact~~for onthe PCAOB to use when determining, as contemplated under the ~~price~~HFCAA, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of ~~our~~a position ~~shares~~taken by one or more authorities in that jurisdiction. ~~Also~~On December 16, ~~such~~2021, the PCAOB issued a ~~prohibition~~Determination ~~would~~Report ~~significantly~~which ~~affect~~found that ~~our~~the ~~ability~~PCAOB is unable to ~~raise~~inspect ~~capital~~or oninvestigate completely registered public accounting firms headquartered in: (1) mainland China ~~terms~~of ~~acceptable~~the toPeople’s usRepublic of China, because of a position taken by one or atmore ~~all,~~authorities ~~which~~in ~~would~~mainland ~~have~~China; and (2) Hong Kong, a ~~material~~Special ~~adverse~~Administrative ~~impact~~Region onand ~~our~~dependency ~~business,~~of ~~financial~~the ~~condition~~PRC, ~~and~~because ~~prospects~~of a position taken by one or more authorities in Hong Kong.

8Should the PCAOB be unable to conduct an inspection of our auditor’s work papers in China, it will make it difficult to evaluate the effectiveness of our auditor’s audit procedures or equity control procedures. Investors may consequently lose confidence in our reported financial information and procedures or quality of the financial statements, which would adversely affect us and our securities. In addition, by reason of the regulations described above, our common stock could be delisted or excluded from trading on any U.S. platform.

We may be restricted from freely converting the Renminbi to other currencies in a timely manner.

At the present time, the RMB is not a freely convertible currency. We receive all of our revenue in RMB, which may need to be converted to other currencies, primarily U.S. dollars, in order to be remitted outside of the PRC. Foreign currency “current account” transactions by foreign investment enterprises require a ministerial review, according to the Administration of the Settlement, Sale and Payment of Foreign Exchange Provisions promulgated in 1996 (the “FX regulations”). “Current account” items include international commercial transactions, which occur on a regular basis, such as those relating to trade and provision of services. Distributions to joint venture parties also are considered “current account transactions.” Other non-current account items, known as “capital account” items, remain subject to SAFE approval. Under current regulations, we can obtain foreign currency in exchange for RMB from swap centers authorized by the government. We do not anticipate problems in obtaining foreign currency to satisfy our requirements; however, no assurance can be given that foreign currency shortages or changes in currency exchange laws and regulations by the PRC government will not restrict us from freely converting RMB in a timely manner.

Fluctuations in the exchange rate could have an adverse effect upon our business and reported financial results.

We conduct our business in Renminbi (“RMB”), thus our functional currency is the RMB, while our reporting currency is the U.S. dollar. The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, the political situation as well as economic policies and conditions. There remains significant international pressure on the significant appreciation of the RMB against the U.S. dollar. Since our future revenues will be denominated in currencies other than the United States dollar, we will be subject to increased risks relating to foreign currency exchange rate fluctuations which could have a material adverse effect on our financial condition and operating results since operating results are reported in United States dollars and significant changes in the exchange rate could materially impact our reported earnings.

~~Because~~Risks ~~our~~Related ~~principal~~to ~~assets are located outside of~~ the ~~United~~VIE States and all of our directors and officers reside outside of the United States, it may be difficult for an investor to enforce any right founded on U.S. Federal Securities Laws against us and/or our officers and directors, or to enforce a judgment rendered by a United States court against us or our officers and directors.Structure

~~Our~~We ~~operations~~rely ~~and principal assets are located in the PRC, and our officers and directors are non-residents of the United States. Therefore, it may be difficult to effect service of process~~ on ~~such~~contractual ~~persons~~arrangements inwith ~~the~~Yongzhou ~~United~~Jumi ~~States,~~ and ~~it may be difficult to enforce any judgments rendered against us or our officers and/or~~Guangzhou ~~directors.~~Jumi ~~As a result, it may be difficult or impossible for you~~ to ~~bring~~exercise ancontrol ~~action~~over ~~against us or against these individuals in China in~~ the ~~event~~operations ~~that you believe that your rights have been infringed under the securities laws or otherwise. Even if you are successful in bringing an action~~ of ~~this~~Yongzhou ~~kind~~Jumi, ~~the~~which ~~laws of the PRC~~ may ~~render~~not ~~you~~be ~~unable~~as toeffective ~~enforce~~as adirect ~~judgment~~ownership ~~against our assets or the assets of our directors and officers. As a result of all of the above, our shareholders may have more difficulty~~ in ~~protecting~~providing ~~their interests through~~operational ~~actions against our management, directors or major shareholders compared to shareholders of a corporation doing business entirely within the United States~~control.

We have relied and expect to continue to rely on contractual arrangements with Yongzhou Jumi and Guangzhou Jumi to conduct operations through the VIE in China. These contractual arrangements, however, may not be as effective as direct ownership in providing us with control over Yongzhou Jumi. For example, Yongzhou Jumi and Guangzhou Jumi could breach their contractual arrangements with us by, among other things, failing to conduct the operations of Yongzhou Jumi in an acceptable manner or taking other actions that are detrimental to our interests.

If we had direct ownership of Yongzhou Jumi, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of Yongzhou Jumi, 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 Yongzhou Jumi and Guangzhou Jumi of their obligations under the contracts to exercise control over Yongzhou Jumi. If any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of PRC law and arbitration, litigation and other legal proceedings and therefore will be subject to uncertainties in the PRC legal system.

Neither the Government of the PRC nor the Chinese legal system has ever formally acknowledged the legality of using a VIE-type contractual arrangement where direct ownership of a Chinese entity is forbidden. If the government determines that the VIE contracts are illegal or unenforceable, our Common stock may become worthless.

Foreign ownership of value-added telecommunications services, such as those provided by Yongzhou Jumi, is restricted by the laws of the PRC. Primarily for this reason, our Company does not directly engage in the business of providing SaaS services for pharmacies, but instead has entered into a series of contracts with Yongzhou Jumi that are intended to provide our Company with control over the operations of Yongzhou Jumi and the right to receive the net profits realized by Yongzhou Jumi. These contracts are customarily identified as “VIE Agreements”, as they are designed to cause the operating company to be treated under U.S. generally accepted accounting principles as a “variable interest entity”, whose profits and losses can be consolidated with those of its contractual counterpart.

One significant risk of this structure is that the Chinese government has never expressly acknowledged it as a way to legally navigate the country’s investment restrictions. The Chinese government could determine at any time and without notice that the underlying contractual arrangements on which our control of Yongzhou Jumi is based do not comply with PRC regulations, or PRC regulations could change or be interpreted differently in the future so as to render the VIE agreements unenforceable. Any such determination from the Chinese government would cancel our legal entitlement to control the operations of Yongzhou Jumi. Because our right to consolidate the financial results of Yongzhou Jumi in our financial reports depends on our contractual control over Yongzhou Jumi, the elimination of that control would force us to deconsolidate, leaving JRSIS with no reportable operating results and limited equity. In that event, it would be likely that all or most of the value of your investment in JRSIS would be eliminated.

All or most of the value of an investment in JRSIS depends on the enforceability of the VIE Agreements between Laidian and Yongzhou Jumi. A breach of any of the VIE Agreements between Laidian and Yongzhou Jumi (or its officers, directors, or Chinese equity owners) will be subject to Chinese law and jurisdiction. We cannot assume that the Chinese legal system would enforce the VIE Agreements. If judicial or regulatory determinations are made in China that contractual relationships such as ours with the VIE are unenforceable under Chinese law, we would be unable to assert contractual control over Yongzhou Jumi and/or, perhaps, Laidian, the entities that carry on all of the operations described in this Report. In that event, it will be likely that the value of any Common stock of JRSIS that you may own will significantly diminish or be eliminated.

Although we cannot predict with certainty the results that would occur if the Chinese government or its judiciary determined that VIE relationships such as ours are illegal, it does appear likely that the relationship between JRSIS and Yongzhou Jumi would end. Because foreign ownership of companies providing value-added telecommunications services in China is barred by Chinese regulations, we would not be able to replace the VIE relationship with direct ownership of Yongzhou Jumi by JRSIS. JRSIS would, therefore, be left with the choice of entering into a different business activity or terminating its business operations and dissolving. Dissolution under those circumstances would likely cause investors in JRSIS to lose most or all of their investment.

Substantial uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and operations.

The value-added telecommunications services that the VIE conducts are subject to foreign investment restrictions set forth in the Special Management Measures (Negative List) for the Access of Foreign Investment issued by the MOFCOM, and the National Development and Reform Commission, or the NDRC, effective July 2020.

On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, or the Foreign Investment Law (2019), which became effective on January 1, 2020 and replaced the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-Owned Enterprise Law to become the legal foundation for foreign investment in the PRC. Since it is relatively new, uncertainties still exist in relation to its interpretation and implementation. For instance, under the Foreign Investment Law (2019), “foreign investment” refers to the investment activities directly or indirectly conducted by foreign individuals, enterprises or other entities in China. Though it does not explicitly classify contractual arrangements as a form of foreign investment, there is no assurance that foreign investment via contractual arrangements would not be interpreted as a type of indirect foreign investment activity in the future. In addition, the definition of foreign investment contains a catch-all provision which includes investments made by foreign investors through means stipulated in laws, administrative regulations or provisions of the State Council. Therefore, it still leaves leeway for future laws, administrative regulations or provisions promulgated by the State Council to provide for contractual arrangements as a form of foreign investment. In any of these cases, it will be uncertain whether our contractual arrangements will be deemed to be in violation of the market access requirements for foreign investment under the PRC laws and regulations. If further actions must be taken under future laws, administrative regulations or provisions of the State Council, we may face substantial uncertainties as to whether we can complete such actions. Failure to do so could materially and adversely affect our current corporate structure, corporate governance and operations.

The contractual arrangements we have entered into with Yongzhou Jumi may be subject to scrutiny by the PRC tax authorities. A finding that we owe additional taxes 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. We could face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements in relation to Yongzhou Jumi 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 therefore adjust the income of Yongzhou Jumi in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction of expense deductions recorded by Yongzhou Jumi for PRC tax purposes, which could in turn increase its tax liabilities without reducing the PRC tax expenses of Laidian. In addition, the PRC tax authorities may impose late payment fees and other administrative sanctions on Yongzhou Jumi for the adjusted but unpaid taxes according to the applicable regulations. Our financial position could be materially and adversely affected if Yongzhou Jumi’s tax liabilities increase or if they are required to pay late payment fees and other penalties.

Risks Related to Our Business

If we are unable to hire, retain or motivate qualified personnel, consultants, and advisors, we may not be able to grow effectively.

At the present time, we have only two individuals responsible for management of our public company. Our ability to grow as a public company will be largely dependent on our ability to recruit highly skilled individuals. Future success depends on our continuing ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization. Competition for such qualified employees is intense. If we do not succeed in attracting excellent personnel or in retaining or motivating them, we may be unable to grow effectively. In addition, all future success depends largely on our ability to retain key consultants and advisors. We cannot assure that any skilled individuals will agree to become an employee or consultant for Laidian or Yongzhou Jumi. Our inability to retain their services could negatively impact our business and our ability to execute our business strategy.

We may not be able to obtain additional funding to meet our requirements.

Our ability to expand the market for our smart dispensers depends upon our ability to obtain financing through equity financing, debt financing (including credit facilities) or the sale or syndication of some or all of our interests in certain projects or other assets. If our access to existing credit facilities is not available, and if other funding does not become available, there could be a material adverse effect on our business.

Our success depends on our personnel. Loss of key personnel may adversely affect our business.

Our success depends to a significant extent on the performance of our management personnel. In particular, we will depend on the services of Linhai Zhu, Chairman of the Board, Chief Executive Officer and Chief Financial Officer. The loss of the services of Linhai Zhu could have a material adverse effect on the Company’s business, operating results and financial condition.

Risks Relating to Our Common Stock

Because we are subject to “penny stock” rules, the level of trading activity in our stock may be reduced.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” 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. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules. If a trading market does develop for our common stock, these regulations will likely be applicable, and investors in our common stock may find it difficult to sell their shares.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.

Our insiders beneficially own a significant portion of our stock, and accordingly, may have control over stockholder matters, the Company’s business and management.

As of ~~December~~the ~~31,~~date ~~2022,~~on ~~Zhong,~~which ~~Zhuowei,~~this ~~the~~Report ~~Chairman~~is ofbeing ~~the~~filed, ~~Board~~Jumi Group Company, ofLtd., ~~JRSIS~~which ~~Health~~is ~~Care~~controlled ~~Corporation~~by our Chairman, Linhai Zhu, owns 8092.759% of ~~the Company~~JRSIS’s outstanding common stock. As a result, Mr. ~~Zhong~~Zhu will have ~~significant influence~~the power to:

●

Elect or defeat the election of our directors;

●

Amend or prevent amendment of our articles of incorporation or bylaws;

●

Effect or prevent a merger, sale of assets or other corporate transaction; and

● ~~Affect~~Determine the outcome of any other matter submitted to the stockholders for vote.

Moreover, because of the significant ownership position held by our insiders, new investors will not be able to effect a change in the Company’s business or management, and therefore, shareholders would be subject to decisions made by management and the majority shareholder.

In addition, sales of significant amounts of shares held by our directors and executive officers, or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

The sale of securities by us in any equity or debt financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings.

Our Board of Directors is authorized to ~~issue~~ issue up to 100,000,000 shares of common stock, of which 5882,~~366~~594,~~569~~098 shares are issued and outstanding. Our Board of Directors has the authority to cause us to issue additional shares of common stock without consent of any of our stockholders. Any sale of common stock by us in a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock. In addition, our business strategy may include expansion through internal growth by acquiring complementary businesses, acquiring, or licensing additional brands, or establishing strategic relationships with targeted customers and suppliers. In order to do so, or to finance the cost of our other activities, we may issue additional equity securities that could dilute our stockholders’ stock ownership. We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets, and this could negatively impact our earnings and results of operations.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our common stock, our stock price and trading volume could decline.

The trading market for our common stock may be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrade our common stock, our common stock price would likely decline. If analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our common stock price or trading volume to decline.

If we continue to fail to maintain an effective system of internal controls, we might not be able to report our financial results accurately or prevent fraud; in that case, our stockholders could lose confidence in our financial reporting, which could negatively impact the price of our stock.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. In addition, Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires us to evaluate and report on our internal control over financial reporting for all our current operations. The process of implementing our internal controls and complying with Section 404 will be expensive and time - consuming and will require significant attention of management. We cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Even if we conclude, and our independent registered public accounting firm concurs, that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we or our independent registered public accounting firm discover a material weakness or a significant deficiency in our internal control, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements and harm our stock price. In addition, a delay in compliance with Section 404 could subject us to a variety of administrative sanctions, including ineligibility for short form resale registration, action by the Securities and Exchange Commission, and the inability of registered broker-dealers to make a market in our common stock, which could further reduce our stock price and harm our business.

Because we do not intend to pay any dividends on our common stock in the near future, holders of our common stock must rely on stock appreciation for any return on their investment.

There are no restrictions in our Articles of Incorporation or Bylaws that prevent us from declaring dividends. The Florida Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend we would not be able to pay our debts as they become due in the usual course of business; or our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. We do not anticipate paying dividends for the foreseeable future, but will invest our cash resources in the growth of ~~the Company~~Laidian. Accordingly, holders of our common stock ~~will~~ will have to rely on capital appreciation, if any, to earn a return on their investment in our common stock.

As a result of these and other factors, our operating results may not meet the expectations of investors or public market analysts who choose to follow our company. Our failure to meet market expectations would likely result in decreases in the trading price of our common stock.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties.

InYongzhou ~~March~~Jumi ~~2022,~~is ~~Laidian~~located ~~leased~~in a combined office and factory space ~~under non-cancellable~~located ~~operating~~in ~~lease~~the ~~agreements~~Xiaoxiang Science and Technology Innovation Center in Hunan Province, PRC. ~~Under~~Yongzhou ~~terms~~Jumi ofleases the space for RMB 46,323 ($6,434) per month, under a renewable one year lease. ~~agreement~~The location provides 45,000 ~~from~~square ~~April~~meters ~~2022~~of factory space and 3,285 ~~Laidian~~square meters of office space. The factory is ~~committed~~adequate to ~~make~~produce ~~lease~~20,000 ~~payments~~vending machines per year. Since Yongzhou ofJumi sold approximately $1,~~528~~000 machines during 2023 (~~RMB~~as ~~9,900~~well as software with or without machines), ~~per~~Management ~~month~~believes the location will be adequate for 23the ~~months~~operations of Yongzhou Jumi for the next several years.

Item 3. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 4. Mine Safety Disclosure

Not applicable.

1121

PART II

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

Market Information

~~The Company~~JRSIS’s common stock is quoted on the OTC Pink Market under the symbol "“JRSS"”. The quotations reported on the OTC Pink Market reflect inter-dealer prices without ~~retail~~ retail markup, markdown or commissions, and may not necessarily represent actual transactions.

~~The Company'~~JRSIS’s common stock is thinly traded. The quoted bid and asked prices for the Common Stock vary significantly from week to week. An investor holding shares of ~~the Company'~~JRSIS’s Common Stock may find it difficult to sell the shares and may find it impossible to sell more than a small number of shares at the quoted bid price.

Holders of Securities

As of the date of filing of this report, we had ~~133~~ 114 shareholders of record and 5882,~~366~~594,~~569~~098 outstanding shares of common stock, par value $0.~~001~~0001.

Dividends

We have not declared or paid any cash dividends on our common stock since our inception, and our board of directors currently intends to retain all earnings for use in the business for the foreseeable future. Any future payment of dividends will depend upon our results of operations, financial condition, cash requirements and other factors deemed relevant by our board of directors. There are currently no restrictions that limit our ability to declare cash dividends on its common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

We have no equity compensation plans.

Sales of Unregistered Securities

~~The~~JRSIS ~~Company~~ did not make any sale of unregistered ~~securities~~ securities during the ~~fiscal~~quarter ~~year~~ended ~~2022~~December 31, 2023 except for the following ~~transactions~~transaction:

On ~~March~~November 1730, ~~2022~~2023, ~~the~~in ~~company~~consideration ~~entered~~of ~~into~~the anagreement ~~Agreement~~by on the ~~Establishment~~owners of ~~Laidian~~Yongzhou ~~Technology~~Jumi ~~(Zhongshan)~~other ~~Co.,~~than ~~Ltd.~~the ~~(“Laidian”)~~holder ~~with~~of ~~Zhong~~the ~~Zhuowei~~14.47% ~~The~~Unpledged ~~agreement contains~~Interest a(i.e. ~~covenant~~Guangzhou byJIE, ~~Zhong~~Linhai ~~Zhuowei~~Zhu, toYulin IGP ~~fund~~and Jumi IIP) to the ~~operations~~adoption of ~~Laidian~~the ~~which~~Management isAgreements ~~100%~~by ~~owned~~Yongzhou byJumi ~~Runteng~~and ~~Medical~~Guangzhou JIE, inJRSIS ~~consideration~~issued ofto ~~Mr. Zhong’s~~Jumi ~~financial~~GCL ~~commitment~~76,757,439 shares ~~and~~of ~~commitment~~its tocommon ~~provide~~stock. ~~management~~The ~~services,~~issuance ~~the~~was ~~company~~made ~~agreed~~pursuant to ~~issue~~the ~~39,130,000~~exemption ~~shares~~from ofregistration ~~its common~~provided ~~stock~~by toSection ~~Zhong~~4(a)(2) ~~Zhuowei~~of ~~upon~~ the ~~initiation~~Securities Act of ~~operations~~1933 ofand ~~Laidian~~Regulation S promulgated thereunder. OnThe ~~May~~shares 5,issued ~~2022,~~to ~~the~~Jumi ~~company~~GCL ~~issued~~represent ~~39,130,000~~92.9% of the outstanding shares of ~~its~~ common stock toof ~~Zhong~~JRSIS. ~~Zhuowei~~There was no underwriter.

On May 17, 2022, the Company issued a total of 6,000,000 share of common stock for US$60,000 at US$0.01 per share to six non-US shareholders.

Repurchase of Equity Securities

~~The~~JRSIS ~~Company~~ did not repurchase any shares of its ~~common~~ common stock during the fiscal year ~~2022~~2023 except for the following transaction:

On April 28, 2022, Runteng entered into an agreement regarding a transfer of Harbin Jiarun Hospital Co., Ltd.’s Equity (the “Transfer Agreement”) with Zhang Junsheng. Pursuant to the Transfer Agreement, Runteng transferred to Mr. Zhang equity in Harbin Jiarun Hospital Co., Ltd. (“Jiarun Hospital”) representing 70% of the total equity in Jiarun Hospital and Mr. Zhang transferred to Runteng 5,392,000 shares of the Company’s common stock. On May 27, 2022, the Company cancelled 5,392,000 shares of its common stock from Zhang Junsheng.

Item 6. [Reserved]

1222

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion ~~and~~should ~~analysis~~be ~~of our financial~~read ~~condition~~in ~~and~~conjunction ~~results~~with ~~of operations are based upon~~ our consolidated financial statements and the notes thereto included elsewhere in this ~~Annual~~ ~~Report~~annual report on Form 10-K~~, which have been prepared in accordance with accounting principles generally accepted in the United States~~. The preparation of such financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. On an ongoing basis, we evaluate these estimates, including those related to useful lives of real estate assets, bad debts, impairment, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates. The analysis set forth below is provided pursuant to applicable SEC regulations and is not intended to serve as a basis for projections of future events.

~~Overview~~In addition to historical information, the discussion in this section of this Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this section, those discussed in “Risk Factors” and those discussed elsewhere in this Report on Form 10-K.

~~Harbin~~We ~~Jiarun~~caution ~~Hospital Company~~readers ~~Limited~~not ~~(“Jiarun”)~~to ~~was~~place ~~established~~undue inreliance ~~Harbin~~on inany ~~the~~forward-looking statements ~~Province~~made ofby ~~Heilongjiang~~us, which speak only as of the ~~People’s~~date ~~Republic~~they ofare ~~China (“PRC”)~~made. We disclaim any obligation, except as specifically required by law and the ~~owner~~rules ~~Junsheng~~of ~~Zhang~~the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on ~~February~~which 17any such statements may be based, ~~2006~~or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Harbin Jiarun Hospital Co., Ltd Nanjing Road Branch (“NRB Hospital”) was established in Harbin in the Province of Heilongjiang of the People’s Republic of China (“PRC”) by Jiarun on October 30, 2017.OVERVIEW

~~Harbin~~Company ~~Jiarun~~Structure ~~Hospital Co., Ltd 2nd Branch (“2nd Branch Hospital”) was established in Harbin in the Province of Heilongjiang of the People’s Republic of China (“PRC”) by Jiarun on November 2, 2017.~~

~~Harbin~~JRSIS ~~Jiarun~~Health ~~Hospital~~Care Corporation (the “Company” Coor “JRSIS”) was incorporated on November 20, 2013 under the laws of the State of Florida. Through its 100% held subsidiary JRSIS Health Care Limited (“JRSIS-BVI”), ~~Ltd~~a ~~Harbin~~limited ~~New~~liability ~~District~~company ~~Branch~~registered in British Virgin Island (“~~3rd~~BVI”), it ~~Branch~~holds ~~Hospital~~100% shares of Runteng Medical Group Co., Ltd (“Runteng”), a ~~third~~limited ~~hospital~~liability ~~branch~~company ofregistered ~~Jiarun~~in Hong Kong. On April 12, ~~incorporated~~2022, Runteng organized and owned 100% of the equity in ~~Harbin~~Laidian ~~City~~Technology (Zhongshan) Co., Ltd (“Laidian”), a wholly foreign-owned enterprise (“WFOE”) subsidiary registered under the law of ~~Heilongjiang,~~the People’s Republic of China (“the PRC”) in ~~April~~Zhongshan ~~2021~~City, Guangdong Province.

OnUntil ~~November~~March 2031, ~~2013~~2022, ~~Junsheng~~ ~~Zhang,~~Runteng ~~the~~also ~~senior~~owned ~~officer~~ 70% of ~~Jiarun,~~the ~~established~~equity ~~JRSIS~~in ~~Health~~Harbin ~~Care~~Jiarun ~~Corporation,~~Hospital ~~a Florida corporation (“JRSS” or the “Company”)~~Co. ~~On February 25~~, ~~2013,~~Ltd ~~the officer of Jiarun established JRSIS Health Care Limited~~ (“~~JHCL~~Jiarun”), as a ~~wholly~~for-profit ~~owned~~hospital ~~subsidiary~~incorporated ofin ~~the~~Harbin ~~Company,~~City ~~and~~of ~~on September 17~~Heilongjiang, ~~2012,~~ the ~~officer~~People’s Republic of ~~Jiarun~~China ~~Hospital established Runteng Medical Group Co., Ltd~~ (“~~Runteng~~the PRC”), asand awas ~~wholly~~fully ~~owned~~disposed ~~subsidiary~~ of ~~JHCL.~~on ~~Until~~ April 281, 2022 ~~Runteng, a Hong Kong registered Investment Company, held 70% equity interest in Jiarun~~.

On ~~December~~November 2030, ~~2013~~2023, the Company, ~~acquired~~through its ~~100%~~subsidiary ofLaidian, completed an acquisition transaction that resulted the ~~issued~~Company ~~and~~obtained ~~outstanding~~85.53% ~~capital~~variable ~~stock~~interest ofin ~~JHCL,~~Yongzhou Jumi ~~for~~Intelligent 12Technology Co.,~~000,000~~ ~~shares~~Ltd. of(“Yongzhou ~~its~~JIT”). ~~common~~For ~~stock.~~a ~~JHCL,~~detail ~~through~~description of our corporate structure and ~~its~~contractual ~~wholly~~arrangements ~~owned~~and ~~subsidiary~~its related risks, ~~Runteng~~see ~~Medical~~“ITEM ~~Group~~1 ~~Co.,~~Business” ~~Ltd,~~in ~~holds~~PART ~~majority~~I ~~ownership~~elsewhere in ~~Jiarun,~~this annual report. The transaction represents a ~~company~~“Reverse ~~duly~~Acquisition” ~~incorporated,~~rather ~~organized and~~than ~~validly~~a ~~existing~~business ~~under~~combination ~~the~~that ~~laws~~Yongzhou ofJIT ~~China.~~is Asdeemed to be the accounting ~~parent~~acquirer ~~company,~~in ~~JRSS~~the ~~relied~~transaction onand ~~Jiarun~~is tobeing ~~conduct~~accounted ~~100%~~for ofas ~~our~~a ~~businesses~~reverse acquisition and ~~operations~~recapitalization.

OnManagement’s ~~March~~discussion ~~17,~~and ~~2022,~~analysis ~~the Company~~in ~~entered~~this ~~into~~section anwas ~~agreement~~ based on the ~~establishment~~historic financial information of ~~Laidian~~Yongzhou ~~Technology~~JIT ~~(Zhongshan)~~as ~~Co.,~~accounting ~~Ltd~~acquirer. ~~(“Laidian”)~~Those ~~with~~financial ~~Zhong Zhuowei.~~statements ~~The~~represent ~~agreement~~that ~~contains~~the aassets ~~covenant~~and liabilities byand ~~Zhong~~the ~~Zhuowei~~operations tothat ~~fund~~reflected the ~~operations~~historical offinancial ~~Laidian~~statements ~~which~~for isperiods ~~100%~~prior ~~owned~~to bythe ~~Runteng,~~Reverse inAcquisition ~~consideration~~ of ~~Mr.~~Yongzhou JIT ~~Zhong’s~~and ~~financial~~will ~~commitment~~be ~~and~~recorded ~~commitment~~at tothe ~~provide~~carrying ~~management~~amount ~~services~~basis of Yongzhou JIT, and the ~~Company~~consolidated ~~agreed~~financial tostatements ~~issue~~after ~~39,130,000~~the ~~shares~~Reverse Acquisition ofincluded ~~its~~the ~~common~~assets ~~stock~~and toliabilities ~~Zhong~~of ~~Zhuowei~~the ~~upon~~Company and Yongzhou JIT, and the ~~initiation~~historical operations of Yongzhou JIT and operations of ~~Laidian~~the Combined Company from the date of Reverse Acquisition.

OnTechnology ~~April 12, 2022, Runteng has setup~~ and ~~owned 100% of the equity in Laidian, a wholly-owned subsidiary to engage in the business of providing charging services to electric vehicles incorporated in Zhongshan City of Guangdong, China.~~Innovation

13We, through Yongzhou JIT, commitment to technological advancement and delivering cutting-edge intelligent machine and system solutions, especially for One-stop smart medicine distribution program and new retail intelligent terminal solution to meet the evolving needs of its customers. Yongzhou JIT masters intelligent algorithms and techniques, intelligent terminal technologies and moving communication related technology.

OnAs ~~April~~of 28the date of this report, ~~2022~~Yongzhou ~~JRSS~~JIT owns 2 patents for invention, 16 patents for utility models, 6 design patents and 21 software copyrights in the ~~completed~~PRC. In addition, there several invention patents under the ~~spin-off~~processing of ~~its~~substantive ~~subsidiary~~examination ~~Jiarun~~stage asof ~~JRSS~~authorities. All the core patented technologies and models of patents and copyright have been applied into the Company’s ~~subsidiary~~products ~~Runteng~~and ~~transferred~~services. ~~its~~The Company 70had established a research and development team of experts consisting of about 10 more persons, which accounted for about 25% ~~equity~~total ~~interest~~employee of Yongzhou JIT. After years of efforts, the Company holds an outstanding position in ~~Jiarun~~the tofield ~~Zhang~~of intelligent ~~Junsheng~~medicine ~~(the~~products ~~“Spin-Off”)~~areas around PRC. In ~~exchange~~addition, ~~for~~to ~~the~~promote ~~70%~~research ~~equity~~and ~~interest~~innovation in ~~Jiarun~~intelligent medicine areas, ~~Zhang~~the ~~Junsheng~~Company actively ~~transferred~~collaborates towith ~~Runteng~~several 5prominent research institutions and universities,~~392~~ such as Hunan Institute Technology,~~000~~ to keep our ~~shares~~intelligent oftechniques ~~JRSS~~being ~~common~~updated ~~stock~~in advanced.

On May 5, 2022, JRSS issued 39,130,000 shares of its common stock to Zhong Zhuowei. Under “Agreement on the establishment of Laidian technology (Zhongshan) Co., Ltd.” to serve as a management and set up the Laidian. As Mr. Zhong had previously acquired 8,000,000 shares in private transactions, he owned 47,130,000 shares (80.7%) of JRSS’ common stock as on May 5, 2022.23

OnProducts ~~May~~and 17Services, ~~2022, the Company issued a total of 6,000,000 share of common stock for US$60,000 at US$0.01 per share to six non-US shareholders.~~Customers

~~Critical~~Based ~~Accounting~~on ~~Policies~~techniques we owned and ~~Management~~our plants and equipment we operated in China, we can provide our customers with services to customize cloud-based hardware ~~Estimates~~and the relevant system/software, open platform of software as a service, cloud-based vending equipment, one-stop cloud-based medicine equipment (including automated drug sales, remote consultations, unmanned pharmacies) and a series of remote intelligent terminal products. We, currently, are engaging in the business of developing intelligent technology related to medical and producing and sales equipment based on its technology. We also provide services to design, develop, install, and maintain the cloud-based systems for our customers.

InCurrently, ~~preparing~~all our ~~financial statements~~operations we are ~~required~~conducted toin the ~~formulate~~People’s ~~accounting~~Republic ~~policies~~of ~~regarding~~China ~~valuation~~(“the PRC”). Our customers of our ~~assets~~products and ~~liabilities~~service ~~and~~included: a) governmental projects: such as local government’s healthcare project to ~~develop~~up-grate ~~estimates~~its smart medical insurance, intelligent epidemic ofprevention ~~those~~measures, ~~values~~intelligent service on remote physical examination, health testing, remote consultation, prescription, payments and medicine delivery etc.; Inb) ~~our~~Hospital ~~preparation~~projects: ofsuch ~~the~~as ~~financial~~a ~~statements~~ smart application system in hospital for collecting the ~~year~~drug information ~~ended~~from ~~December~~each ~~31,~~out-patient ~~2022,~~and ~~there~~direct ~~were~~the nopharmacies ~~estimates~~in ~~made~~the hospital to prepare the dug for the out-patient and guide the ~~which~~put-patient ~~were~~to ~~(a)~~the ~~subject~~right window to atake ~~high~~his/her ~~degree~~medicine; ofc) ~~uncertainty~~pharmacies outside the hospital and (be) ~~material~~entities toin ~~our~~health ~~results~~industry, such as the internet service platform; f) other intelligent service providers. Our products and services might be applied in more and more areas along with the development of technology and manufacturing.

~~Results~~GOING ofCONCERN ~~Operations for the Years Ended December 31, 2022 and 2021~~UNCERTAINTIES

The ~~following~~accompanying ~~table~~consolidated ~~shows~~financial ~~key~~statements ~~components~~have ofbeen ~~the~~prepared ~~results~~assuming ofthat ~~operations~~the ~~during~~Company ~~the~~will ~~years~~continue ~~ended~~as ~~December~~a 31going concern, ~~2022~~which contemplates the realization of assets and ~~2021:~~the discharge of liabilities in the normal course of business for the foreseeable future.

	For The Year Ended December 31,									Change
	2022			2021			Amount			%
Revenue:
Consultation		89,166			-			89,166			n/a
Total Revenue		89,166			-			89,166			n/a
Operating costs and expenses:
Salaries and benefits		14,712			-			14,712			n/a
Stock-based compensation		245,465			-			245,465			n/a
Office supplies		37,582			7,242			30,340			419	%
Rentals and leases		14,712			-			14,712			n/a
Professional fee		96,795			97,701			(906	)		(1	)%
Change in fair value of warrant liability		(7	)		(1,142	)		1,135			(99	)%
Depreciation		5,796			-			5,796			n/a
Total operating costs and expenses		415,055			103,801			311,254			300	%
Loss from operations before other income and income taxes		(325,889	)		(103,801	)		(222,088	)		214	%
Other income / (expenses)		(1,741	)		-			(1,741	)		n/a
Loss from operations before income taxes		(327,630	)		(103,801	)		(223,829	)		216	%
Income taxes		-			-			-			-
Loss from continued operations		(327,630	)		(103,801	)		(223,829	)		216	%
Net income (loss) from discontinued operations		(33,393,670	)		3,292,746			(36,686,416	)		(1114	)%
Net income (loss)	$	(33,721,300	)	$	3,188,945		$	(36,910,245	)		(1157	)%
Comprehensive income (Loss):
Foreign currency translation adjustment from continued operations		17,396			55,624			(38,228	)		(69	)%
Foreign currency translation adjustment from discontinued operations		301,922			875,758			(573,836	)		(66	)%
Comprehensive income (loss)	$	(33,401,982	)	$	4,120,327		$	(37,522,309	)		(911	)%

As reflected in the accompanying consolidated financial statements, for the years ended December 31, 2023 and 2022, the Company incurred a significant net loss of $94,588 and $673,260, the recurring operating loss result in an accumulated deficit of $3,442,898 as of December 31, 2023. The Company generated cash inflows form its operation for the year ended December 31, 2023 of $516,724 and had a working capital deficit of $446,337. Management believes these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months.

14The continuation of the Company as a going concern through the next twelve months is dependent upon (1) the continued financial support from its external financing, including bank loans and issuance of its shares to potential shareholders. Management believes that it can obtain additional bank loans and the issuance of common shares of the Company is available if the Company effort to do so, and (2) further implement management’s business plan to extend its operations and generate sufficient revenues and cash flows to meet its obligations. The Company’s operation is on the upward trend, and management believes that the Company’s operation can generate enough revenues and cash to meet its obligation in the normal course of business. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be neither any assurances to that effect, nor any assurance that the Company will be successful in securing sufficient funds to sustain the operations.

~~Revenue~~These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. The Company is working to devote more efforts to improve its operation and generate more profits and cash flow.

InManagement ~~April~~believes ~~2022~~that the ~~Company,~~actions ~~through~~presently ~~its~~being ~~newly-organized subsidiary,~~taken ~~Laidian, commenced the business of providing consulting services~~ to ~~enterprises~~obtain ~~seeking~~additional tofunding ~~develop~~ and ~~commercialize~~implement EVits ~~charging stations~~strategic inplan ~~Guangzhou~~provide ~~City.~~the opportunity ~~Operating revenue~~ for the ~~year~~Company ~~ended December 31, 2022 was the fees paid~~ to ~~the~~continue ~~Company’s consulting services~~ as ~~well~~a asgoing ~~planning and design of charging stations for Laidian’s customer~~concern.

~~Operating costs and expenses~~24

~~The~~CRITICAL ~~Company’s~~ACCOUNTING continued operations for the year ended December 31, 2022 consisted of organizing its subsidiary Laidian, initiating the delivery of consulting services related to installation of EV charging stations, and collecting the equipment, facilities and personnel that will be needed for the expansion of Laidian’s operations into proprietary development and operation of charging stations. Total operating costs and expenses were $415,055 for the year ended December 31, 2022.POLICIES

~~59%~~Our ofdiscussion ~~the~~and ~~costs~~analysis ~~and~~of ~~expenses~~our ~~for~~financial ~~2022~~condition ~~were~~and ~~attributable~~results toof ~~stock-based~~operations ~~compensation.~~are Inbased ~~April~~on ~~2022~~our ~~the~~financial ~~Company~~statements, ~~issued~~which ~~39,130,000~~have ~~shares~~been ofprepared ~~its~~in ~~common~~accordance ~~stock~~with toU.S. ~~Zhong~~generally ~~Zhuowei~~accepted inaccounting ~~consideration~~principles. The preparation of ~~his~~these ~~commitment~~financial statements requires us to ~~provide~~make ~~managerial~~estimates ~~services~~and ~~for~~judgments that affect the ~~development~~reported amounts of assets and liabilities and the ~~Laidian’s~~disclosure ~~charging~~of ~~station~~contingent ~~business~~assets and toliabilities ~~provide~~at ~~such funds~~the todate ~~Laidian~~of asthe ~~would~~financial bestatements ~~required~~and tothe ~~initiate~~reported ~~its~~amounts ~~operations.~~of revenues ~~These~~and ~~shares~~expenses ~~had~~during athe ~~negotiated~~reporting ~~value~~periods. ofOn $1an on-going basis,~~056,510,~~ ofwe ~~which~~evaluate ~~$74~~our estimates and judgments,~~652 was~~ ~~reimbursement~~including ~~for~~those ~~Mr.~~related to ~~Zhong’s~~revenue ~~payment~~recognition, ofreceivable, ~~Laidian’s~~inventory, ~~paid~~leases, inand ~~capital~~accrued expenses. ~~The~~We ~~remaining~~base ~~$981,858~~our ~~was~~estimates ~~capitalized~~on ashistorical ~~deferred~~experience, known trends ~~expenses~~and events and ~~will~~various other factors that we believe to be ~~amortized~~reasonable asunder ~~stock-based~~the ~~compensation~~circumstances, ~~over~~the results of which form the ~~three~~basis ~~years~~for making ~~commencing~~judgments inabout ~~April~~the carrying values of ~~2022.~~assets ~~For~~and ~~the~~liabilities ~~year~~that ~~ended~~are ~~December~~not readily apparent from other sources. Actual results ~~31,~~may ~~2022,~~differ ~~the~~from ~~Company~~these ~~record~~estimates ~~$246,465~~under ~~stock-based~~different ~~compensation~~assumptions ~~expense~~or byconditions. ~~virtue~~Changes ofin ~~this~~estimates ~~amortization~~are recorded in the period in which they become known.

~~The~~Please ~~other~~refer to our significant ~~operating~~accounting ~~expense~~policies ~~was~~in ~~professional fees~~Note of3 ~~$96,795~~to ~~for~~our consolidated ~~the~~financial ~~year~~statements ~~ended~~included ~~December~~elsewhere ~~31,~~in ~~2022~~this report. ~~These~~We ~~fees~~believe ~~were~~those ~~primarily~~ accounting ~~and~~policies ~~legal~~affect ~~fees~~our ~~related~~more ~~to the Company’s~~significant ~~U.S.~~judgments ~~reporting~~and ~~obligations.~~estimates ~~Professional~~used ~~fees~~in ~~for~~ the ~~year~~preparation ~~ended~~of ~~December~~our ~~31,~~consolidated ~~2021~~financial ~~totaled $97,701~~statements.

~~Loss~~RESULTS ~~from~~OF ~~operations and net loss~~OPERATIONS

~~Loss~~Comparison ~~from~~of ~~continuing operations was $327,630 for~~ the ~~year~~years ended December 31, ~~2022,~~2023 primarily attributable to the $245,465 stock-based compensation expense. Loss from continuing operations for the year ended December 31, 2021 totaled $103,801, which represented expenses incurred in that year by the parent Florida corporation, as all other expenses incurred in 2021 related to the operations of Jiarun and ~~have been associated with discontinued operations.~~2022

On April 28, 2022, the Company completed the spin-off of its subsidiary Jiarun, and reclassified the results of Jiarun’s operations as discontinued operations recorded $33,393,670 net loss.

	Amount in 2023			% of Revenues			Amount in 2022			% of Revenues			Amount increase (decrease)			% increase (decrease)

Revenues	$	3,461,933			100	%	$	1,719,130			100	%	$	1,742,803			101	%
Cost of revenues		2,978,882			86	%		1,692,919			98	%		1,285,963			76	%
Gross profit		483,051			14	%		26,211			2	%		456,840			1743	%
Operating expenses		671,649			19	%		710,987			41	%		(39,338	)		(6	)%
Other income, net		102,985			3	%		11,516			1	%		91,469			794	%
Loss before income tax		(85,613	)		(2	)%		(673,260	)		(39	)%		587,647			(87	)%
Income tax expense		8,975			0	%		-			0	%		8,975			N/A
Net loss from operations		(94,588	)		(3	)%		(673,260	)		(39	)%		578,672			(86	)%
Less: non-controlling interest		(13,676	)		0	%		(97,421	)		(6	)%		83,745			(86	)%
Net loss attributable to the Company	$	(80,912	)		(2	)%	$	(575,839	)		(33	)%	$	494,927			(86	)%

For the year ended December 31 2022, the Company’s net loss from discontinued operations was $33,393,670, most of which represented the book value of Jiarun on April 28, 2022 less the market value of the shares delivered to the Company in exchange for Jiarun. For the year ended December 31, 2021, the Company realized net income from discontinued operations of $3,292,746, which represented the net income earned by Jiarun during that year.Revenues

~~After~~Total ~~deducting~~revenues for the ~~provision~~year ended December 31, 2023 were $3,461,933, ~~for~~increased ~~income~~$1,742,803, ~~tax~~or approximately 101%, ~~the~~as ~~Company’s~~compared ~~net~~to ~~loss~~total revenues for the year ended December 31, 2022 ~~was~~of $331,~~721~~719,~~300,~~130. ~~primarily~~The ~~representing~~increase of revenues due to the ~~net~~increase ~~loss~~volumes of goods sold and services provided. In addition to our marketing and promotion efforts, the termination ~~incurred~~of asprevention aand ~~result~~control measures of ~~the~~epidemic ~~Spin~~of COVID-~~off~~19 all over the PRC since the beginning of ~~Jiarun~~2023 also result in the increase of the revenues in year of 2023. ~~Net~~The ~~income~~demand for ~~2021~~intelligent ~~was~~products ~~$3,188,945~~and services in the market is expected to rapid growth. We commit to iterate and update continuously our products and services with our developing intelligent technology and we expected that our revenues will continue to grow along with our marketing effort and upgrading of our product in the foreseeable future.

~~Foreign~~Currently, ~~Currency~~the ~~Translation~~Company’s revenues ~~Adjustment~~generate from two sources, including 1) sales of intelligent terminal, such as medicine vending machine, that the Company self-manufactured and assembled in its plant, and 2) services rendered, such as installment and maintenance terminal system, designing and development of intelligent system to its customers. Goods and services that the Company transferred to its customers deriving its revenues are all based on the Company’s intelligent technology.

~~Our~~The ~~reporting~~Company ~~currency is~~derived ~~the~~its ~~U.S.~~revenues ~~dollar.~~from ~~Our~~both ~~local~~third-party ~~currency,~~customers ~~Renminbi (RMB), is our functional currency. Results of operations~~ and ~~cash flows are translated~~ atrelated ~~average~~party. ~~exchange~~Guangzhou ~~rates~~JIE, ~~during~~ the ~~year,~~legal ~~and~~parent ~~assets~~of ~~and~~Yongzhou ~~liabilities~~JIT ~~are~~in ~~translated at~~ the ~~unified~~PRC ~~exchange~~and ~~rate~~both asunder ~~quoted by~~ the ~~People’s Bank~~common control of ~~China~~Linhai atZhu, the ~~end~~CEO of the ~~year.~~Company, ~~Translation~~generally ~~adjustments~~purchases ~~resulting~~certain machine from ~~this~~Yongzhou ~~process~~JIT ~~are~~and ~~included~~resales into ~~accumulated~~its ~~other~~customers, ~~comprehensive income~~and inalso ~~the~~had ~~statement~~Yongzhou ofJIT ~~stockholders’~~to ~~equity.~~provided instalment ~~Transaction~~and ~~gains~~maintenance ~~and~~service ~~losses~~for ~~that~~its ~~arise~~customers from ~~exchange~~time ~~rate~~to ~~fluctuations~~time onand ~~transactions denominated~~pays incase aby ~~currency~~case ~~other~~under ~~than~~a ~~the~~negotiated ~~functional~~range ~~currency~~of ~~are~~charge ~~included~~rate into Yongzhou ~~the~~JIT. ~~results~~Ending customers of ~~operations as incurred. For~~ the ~~years~~Company’s ~~ended December~~goods ~~31, 2022~~ and ~~2021,~~services ~~foreign~~mainly ~~currency~~includes ~~translation~~medicine ~~adjustments~~service ~~of $17~~organization,~~396~~ ~~and~~business ~~$55,624, respectively, have been reported as other~~entities ~~comprehensive income in the consolidated statements of operations~~ and ~~comprehensive~~local ~~income (loss)~~government.

1525

~~Liquidity~~Cost ~~and~~of ~~Capital Resources~~revenues

~~Our~~Cost ~~cash~~of ~~flows~~revenues for the year ended December 31, 2023 was $2,978,882, increased $1,285,963, approximately 76%, as comparable to the same period of 2022 of $1,692,919. The increase of the cost of revenues mainly due to the increase volume of products sold and ~~2021~~services ~~are~~rendered. ~~summarized~~Cost ~~below:~~ of revenues consists primarily of the cost of the machine sold and incremental cost to fulfil the contracts with customers.

	The Year Ended December 31,
	2022			2021
Net cash provided by operating activities	$	3,066,645		$	8,233,016
Net cash used in investing activities		(2,827,685	)		(5,500,437	)
Net cash used in financing activities		(738,241	)		(2,798,024	)
Effect of exchange rate fluctuation on cash and cash equivalents		(298,074	)		76,589
Net increase (decrease) in cash and cash equivalents		(797,355	)		11,144
Cash and cash equivalents, beginning of year		855,971			844,827
Cash and cash equivalents, ending of year	$	58,616		$	855,971

Gross profit

AsGross ofprofit for the year ended December 31, ~~2022, the~~2023 ~~Company~~was ~~had~~$483,051, increased $58456,~~616~~840, ofapproximately ~~cash~~1743%, ~~and~~as ~~cash~~comparable ~~equivalents,~~to athe ~~decrease~~same period as of ~~$797~~December 31,~~355~~ ~~from~~2022 ~~our~~of ~~cash~~$26,211. ~~and~~The ~~cash~~gross ~~equivalents~~margin ~~balance~~was ~~(included~~14% ~~discontinued~~for the year ~~operations)~~ended atDecember 31, 2023 increased from 2% for the year ended December 31, ~~2021~~2022. The ~~decrease~~implement of prevention and control measures of epidemic of COVID-19 all over the PRC since it was ~~primarily~~break ~~caused~~out byin the ~~Spin-off~~ended of 2019 until the beginning of 2023 lead to strict shot down of the Company’s operation, asthe ~~cash~~Company ~~held~~has byto ~~Jiarun~~sales ~~was~~products ~~removed~~in ~~from~~discount ~~our~~during ~~consolidated~~that time. This situation made the gross margin extremely low during the ~~statement~~fiscal year of 2022.

~~Our~~Operating working capital at December 31, 2022 was $755,619, an increase of $ 4,490,898 from our $3,733,571 in working capital deficit at December 31, 2021. The increase was primarily attributable to the Company spin-off of Jiarun hospital, which resulted in a decrease of $2,240,486 in the working capital deficit from December 31, 2021.expenses

~~The~~Operation ~~primary~~expenses ~~non-cash~~consist ~~component~~mainly of ~~our~~research ~~working capital~~and atdevelopment, ~~December~~marketing and 31advertising, ~~2022~~logistics, ~~was~~auditing ~~deferred~~and ~~expenses~~legal ~~totaling $736~~service,~~393.~~ ~~This~~other ~~balance~~professional ~~represents~~service ~~the~~and ~~net~~listing ~~market~~support ~~value of the Company’s grant of 39~~fees,~~130,000~~ ~~shares~~employee ~~of its common stock to Zhong Zhuowei upon the initiation of the operations of Laidian. In April 2022~~salary, ~~when~~depreciation ~~Laidian~~and ~~initiated operations~~amortization, ~~these~~office ~~shares~~rental ~~had~~fee aand ~~negotiated~~utilities ~~value~~ of ~~$1,056,510,~~underlying ofnot ~~which~~associated ~~$981,858~~with ~~was~~production ~~attributed to services~~ that ~~Mr. Zhong~~otherwise ~~committed~~recorded toas ~~provide~~cost ~~to the Company during the 3 years following April~~ of ~~2022~~inventories. ~~For the year ended December 31, 2022, the Company record $ 245,465 stock-based compensation expense.~~

~~Although~~Operating ~~our~~expenses ~~current~~for ~~resources~~the ~~and~~year ~~cash~~ended ~~flows~~December 31, 2023 were $671,649, ~~are~~as ~~adequate~~compared to ~~pay~~$710,987 ~~our~~for ~~current~~the ~~ongoing~~year ~~obligations~~ended December 31, we2022, ~~anticipate~~a ~~that~~decrease ~~our~~of ~~future~~$39,338, ~~liquidity~~or ~~requirements~~decrease ~~will~~approximately ~~arise~~6%. ~~from~~During the ~~need~~year toended ~~fund~~December ~~our~~31, ~~growth~~2023, research and ~~future~~development ~~capital~~expense decreased approximated $93,777 which off-set by an increase of other general and administrative expense approximated $52,756 and an increase of selling expense approximated $1,683. As compared to 2022, the Company reduced its research and development expenditures in the fiscal year of 2023 because the Company re-organized and simplified its research team to save cost without reducing efficiency of research and development. The ~~primary~~Company ~~sources~~insisted in an on-going reorganization to optimize its expenditures to respond its deficiency of ~~funding~~working ~~for~~capital ~~such~~and ~~growth~~make ~~requirements~~profits. ~~are~~The ~~expected~~Company expects to beinvest ~~additional~~more capital in its research and development ~~funds~~activities ~~raised~~as its the financial condition gets better. The increase of the general and administrative expense in 2023 mainly resulted from the ~~sale~~increasing of ~~equity~~the professional services and~~/or~~ ~~debt~~related ~~financing~~listing fees. ~~However,~~Marketing weand ~~can~~advertising ~~provide~~fee noincreased ~~assurances~~in ~~that~~2023 weresult ~~will~~in bethe increase ~~able~~of toselling ~~obtain~~expense ~~additional financing~~for onthe ~~terms~~year ~~satisfactory~~ended toDecember us31, 2023.

~~Net~~Other ~~Cash~~income, ~~Provided by Operating Activities~~net

Other income mainly consists of: 1) non-capitalized interest expense accrued form bank loans used for working capital; 2) gain or loss on disposal of inventories, equipment and other assets; and 3) government subsidy on tax exemption. For the year ended December 31, ~~2022~~2023, wethe ~~had~~Company ~~cash~~reported ~~flow~~other income ~~from operating activities~~ of $3102,~~066~~985,~~645~~ as compared to $11,516 afor ~~decrease~~the ofyear $5ended December 31,~~166~~ 2022,~~371~~ ~~from~~an increase of $891,~~233~~469,~~016~~ ofor ~~cash~~approximately ~~flow~~794%. The increase in other income for the year ended December 31, ~~2021.~~2023 ~~Cash~~mainly ~~flow~~resulted ~~from~~of: ~~operations decreased~~1) ~~primarily~~non-capitalized ~~because~~interest ~~Jiarun~~expense ~~hospital~~for ~~spun~~bank ~~off~~loan ~~from~~decreased of approximated $8,266 due to the ~~Company~~reduction ~~resulting~~of inbank ~~$978,387~~loans; ~~cash~~in ~~outflow~~the ~~from~~meantime, 2) the Company atrecognized ~~April~~governmental 1subsidy increase of $80,145 for the year ended ~~2022~~December 31, 2023.

16Net loss

~~Net~~We ~~Cash~~reported ~~Used~~net inloss ~~Investing~~of ~~Activities~~$94,588 for the year ended December 31, 2023, as compared to $673,260 for the year ended December 31, 2022, decrease of $578,672, or 86%.

Net cash used in investing activities for the year ended December 31, 2022 was $2,827,685, compared to net cash used in investing activities of $5,500,437 for the year ended December 31, 2021. The cash used in investing activities of continuing operations for the year ended December 31, 2022 was mainly used for the purchase of equipment.26

~~Net~~LIQUIDITY ~~Cash~~AND ~~Used~~CAPITAL ~~in Financing Activities~~RESOURCES

~~Net~~Liquidity ~~cash~~is ~~used in financing activities for~~ the ~~year~~ ~~ended~~ability ~~December~~of ~~31,~~a ~~2022~~company ~~was~~to ~~$738,241,~~generate asfunds ~~compared~~ to ~~net~~support ~~cash~~its current ~~used~~and infuture ~~financing activities of $2~~operations,~~798,024~~ ~~for~~satisfy ~~the~~its ~~year~~obligations ~~ended~~and ~~December 31,~~otherwise ~~2021.~~operate ~~The~~on ~~cash~~an ~~provided~~ongoing bybasis. ~~financing~~At ~~activities for the year ended~~ December 31, ~~2022~~2023, ~~was~~we ~~mainly~~had ~~because~~cash ~~the Company acquired Laidian~~of ~~in April 2022. In addition~~$118,114 ~~the~~and ~~Company~~a ~~issued~~working ~~6,000,000~~capital ~~shares~~deficit of ~~its~~$446,337 ~~common~~as ~~stock~~compared to ~~six~~cash ~~shareholders for sales~~ of $60158,~~000,~~813 and ~~payment for~~a ~~lease~~working ~~obligation~~capital deficit of $~~867~~443,~~508~~788 inat ~~discontinued~~December 31, ~~operations~~2022.

~~Trends~~To date, ~~Events~~the Company has financed our operating and ~~Uncertainties~~investing activities mainly through cash generated from our business and borrowings from financial institutions and contributions from shareholders. We did not identify any material capital expenditures requirements at the date of this report, but we were not sure that our cash on hand will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months. As management measures and financing policies, we will continue to delay payment and accelerate collection in our operations, optimization and reducing expenses to overcome cash deficit in our normal course of business in the foreseeable future. Even though, we may, however, need additional cash resources in the future if we experience changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash we have on hand, we may seek to issue equity or equity-linked securities or obtain debt financing including additional bank loans. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

WeThe dofollowing ~~not~~is ~~know~~a summary of ~~any~~cash ~~trends,~~provided ~~events~~by or ~~uncertainties that~~used ~~have~~in ~~had~~each orof ~~are~~the indicated ~~reasonably~~types ~~expected~~of toactivities ~~have~~during athe ~~material~~years ~~impact~~ended onDecember ~~our~~31, ~~net~~2023 ~~sales~~and or2022, ~~revenues or income from continuing operations~~respectively. ~~Our business is not seasonal in nature.~~

Off-Balance Sheet Arrangements

	For the years ended December 31,
	2023			2022
Net cash provided by (used in) operating activities	$	516,724		$	(1,764,729	)
Net cash provided by (used in) investing activities		18,885			-
Net cash provided by (used in) financing activities		(568,365	)		1,858,287
Exchange rate effect on cash		(7,943	)		(7,998	)
Net cash inflow (outflow) for the periods	$	(40,699	)	$	85,560

WeOperating ~~do not have any off-balance sheet items reasonably likely to have a material effect on our financial condition.~~Activities

~~Recent~~Net ~~Accounting~~cash ~~Pronouncements~~provided by our operating activities for the year ended December 2023 was $516,724, as compared to net cash used in operating activities of $1,764,729 for the year ended December 31, 2022. This was attributable to net loss of $94,588 in 2023 and was primarily adjusted by non-cash items such as (1) an aggregate total of $4,426 from right-of used assets amortization expenses and interest expenses accrual of lease liabilities of operating leases in 2023, (2) depreciation and amortization expenses of long-lived assets of $53,815 in 2023, (3) an aggregate gain of $42,266 from impaired inventories and loss from equipment disposal, and (4) an allowance of deferred taxes assets. Net operating inflows for the year ended December 31, 2023 resulted primarily from the following factors: 1) accounts receivable collected from related parties amount to $61,511; 2) decrease of inventories $128,663 due to increase of goods sold, 3) accounts payable to both third parties and related parties increased by $538,257 due to delay payments, 4) advance from customers increase of $209,031 due to cash collected in according with the term of certain service contacts which services without completely delivery as of December 31 2023; 5) accrued expenses and other payables increased by $114,021 mainly due to the Company delayed the payments of professional fees. Cash inflow was offset by the following outflows factors: 1) accounts receivable increased by $50,854 due to the payments were delayed by customers in 2023, 2) advances to suppliers increased by $301,154 and prepaid expenses and other receivables increased by $50,557 due to the Company made more payments to its suppliers and for utilities at the end of 2023.

Recent accounting pronouncements issued by the FASB, the AICPA or the SEC did not, or are not believed by management to, have a material effect on the Company’s present or future consolidated financial statements.27

Net cash used in our operating activities for the year ended December 2022 was $1,764,729. This was attributable to net loss of $673,260 for the year ended December 31, 2022 and was primarily adjusted by non-cash items such as (1) an aggregate total of $10,463 from right-of used assets amortization expenses and interest expenses accrual of lease liabilities of operating leases in 2022, (2) depreciation and amortization expenses of long-lived assets of $ 34,903 in 2022, and (3) deferred income tax increase of $909 in 2022. Net operating inflows for the year ended December 31, 2022 resulted primarily from the following factors: 1) inventories decreased by $57,324 due to goods sold; 2) accounts receivable – related parties decreased of $666,190 due to cash collected from related parties, 3) accounts payable increased by $11,257, 4) accrued expenses and other payables increased by $11,002 and taxes payables increased by $347, mainly due to the Company delay the payment schedule. Cash inflow was offset by the following outflows factors: 1) accounts receivable increased by $679,905 and advances from customers decreased by $1,167,459 due to the payment was delayed from customers in 2022, 2) advances to suppliers increased by $32,497 and prepaid expenses and other receivables increased by $2,185 due to the Company make more payments at the end of 2022.

Investing Activities

Net cash provided by investing activities was $18,885 for the years ended December 31, 2023, which included $20,369 provided by reverse acquisition during 2023 and $1,484 used in purchase of equipment in 2023.

There was no cash provided or used in investing activities for the year ended December 31, 2022.

Financing Activities

Net Cash used in our financing activities for the year ended December 31, 2023 was $568,365. During the year of 2023, we received proceeds from bank loans of $467,455 and repaid bank loans by $1,021,349, we also had net amount of 14,471 used in financing purpose between the Company its related parties.

Net cash provided by our financing activities from the year ended December 31, 2022 was $1,858,287. During the year of 2022, we received cash contribution from shareholder of $927,591 and cash proceeds from bank loans of $893,539 and financing lease of $37,157.

Inflation

We believe that the relatively moderate rate of inflation over the past few years has not had a significant impact on our results of operations.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any material off-balance sheet arrangements.

IMPACT OF RECENTLY ISSUED NEW ACCOUNTING STANDARDS

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Smaller reporting companies are not required to provide information required under this item.

1728

Item 8. Financial Statements and Supplementary Data.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
JRSIS HEALTH CARE CORPORATION
Report of Independent Registered Public Accounting Firm (PCAOB ID # 2769)		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID #5867)		F-2
Consolidated Balance Sheets as of December 31, 2022 and 2021		F-3
Report of Independent Registered Public Accounting Firm (PCAOB ID #3299)		F-4
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2022 and 2021		F-4
Consolidated Balance Sheets as of December 31, 2023 and 2022		F-5
Consolidated Statement of Shareholders’ Equity for the years ended December 31, 2022 and 2021		F-5
Consolidated Statements of Income and Comprehensive Loss for the Years ended December 31, 2023 and 2022		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021		F-6
Consolidated Statement of Shareholders’ Equity for the Years ended December 31, 2023 and 2022		F-7
Notes to Consolidated Financial Statements		F-7 - F-19
Consolidated Statements of Cash Flows for the Years ended December 31, 2023 and 2022		F-8
Notes to Consolidated Financial Statements		F-9 - F-34

F-1

中正達會計師事務所 Centurion ZD CPA & Co. Certified Public Accountants (Practising)

Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong.

香港紅磡德豐街22號海濱廣場二期 13樓1304室

Tel 電話: (852) 2126 2388 Fax 傳真: (852) 2122 9078

Email 電郵: info@czdcpa.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

JRSIS Health Care Corporation and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of JRSIS Health Care Corporation and Subsidiaries (the “Company”) as of December 31, 2023, and the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year ended December 31, 2023, and related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring significant losses which resulted significant accumulated deficiency in stockholders’ equity and has a net capital deficiency. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also discussed in Note 2. The 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 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 financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

F-2

Critical Audit Matter

The critical audit matter communicated below is a matter 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) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter 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 a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the Identification of Related Parties and Related Party Transactions – Refer to Note 12

Critical Audit Matter Description

As disclosed in Notes 12 to the consolidated financial statements, the Company had significant transactions with related parties, including sales of goods and services, purchases of goods and services, and loans guaranteed by related parties. We identified the evaluation of the identification of related parties and relate party transactions and its disclosures in the financial statements as a critical audit matter due to the complexity and the inherent risk of omission or incomplete disclosure of related parties and their transactions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures relating to the related parties and related party transactions identified by management included the following, among others:

(1)

After understanding of the Company’s policy and its circumstances, we identified and assessed the risks of material misstatement associated with related parties and relationships and transactions with related parties, including whether the company has properly identified, accounted for, and disclosed its related parties and relationships and transactions with related parties as significant and informed and discussed among the audit team about the identification and related response to this risk.

(2)

For each related party transaction: 1) we read the underlying documentation and evaluate whether the terms and other information about the transaction are consistent with explanations from inquiries and other audit evidence about the business purpose (or the lack thereof) of the transaction. We also obtained confirmations from identified related parties to corroborate the information provided by management; 2) Determine whether the transaction has been authorized and approved in accordance with the company's established policies and procedures regarding the authorization and approval of transactions with related parties; 3) Determine whether any exceptions to the company’s established policies or procedures were granted;

(3)

Conduct procedures to evaluate whether the company has properly identified its related parties and relationships and transactions with related parties. Including Conducting targeted searches for potential undisclosed related-party relationship using the names of the entities, key management personnel, significant shareholders and known related parties.

(4)

Communicated with the board of directors related to the related parties and relationship and transactions with related parties.

(5)

Reviewing the financial statement disclosures related to related parties and related party transactions to ensure they were complete and in accordance with the relevant financial reporting framework.

/s/ HHC

We have served as the Company's auditor since 2023.

Forest Hills, New York

April 26, 2024

PCAOB ID #5867

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: the Board of Directors and Stockholders of

JRSIS Health Care Corporation

Opinion on the Financial Statements

We have audited the accompanying ~~consolidated~~ balance sheets of ~~JRSIS~~Yongzhou ~~Health~~Jumi ~~Care~~Intelligent ~~Corporation~~Technology ~~and~~Co., ~~subsidiaries~~Ltd. (“the Company”) as of December 31, 2022 ~~and 2021~~, and the ~~related~~ ~~consolidated~~ related statements of income and comprehensive income, change in stockholders’ equity and cash flows for ~~each of~~ the ~~years~~ ~~in the two-~~year ~~period~~then ended ~~December 31~~, ~~2022,~~ 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 ~~JRSIS~~ ~~Health~~Yongzhou ~~Care~~Jumi ~~Corporation~~Intelligent Technology Co., Ltd. as of December 31, 2022 ~~and 2021~~, and the results of its operations and its cash flows for ~~each of~~ the years in ~~the~~then ~~two-year period~~ ended ~~December 31~~, ~~2022,~~ in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 132 to the financial statements, the Company has suffered ~~substantial~~ recurring losses from operations, and has a significant accumulated deficits and negative working capital. These factors 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 132. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and 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 audit in accordance with standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Board of Directors (Those Charged with Governance) that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters.

/s/ ~~Centurion~~ARK ZDPro CPA & Co. ~~Centurion~~ARK ZDPro CPA & Co (Formerly HKCM CPA & Co.) PCAOB ID: 3299 We have served as the Company’s auditor since ~~2015~~2013.

Hong Kong, China

~~April~~December 171, 2023

F-2

JRSIS HEALTH CARE CORPORATION

CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN USD, EXCEPT SHARES)

	December 31,			December 31,
	2022			2021
Assets
Current Assets:
Cash and cash equivalents	$	58,616		$	29,847
Other receivables		2,987			-
Amount due from related parties		854			-
Deferred expenses		736,393			-
Current assets of discontinued operations		-			13,836,084
Total current assets		798,850			13,865,931
Property and equipment, net		38,989			-
Right-of-use assets		18,138			-
Non-current assets of discontinued operations		-			61,826,821
Total assets	$	855,977		$	75,692,752
Liabilities and shareholders’ equity
Current Liabilities:
Accounts payable	$	24,711		$	66,000
Amount due to related parties		-			1,456,919
Other payable		-			13
Payroll payable		1,812			-
Lease liabilities - current		16,708			-
Current liabilities of discontinued operations		-			16,076,570
Total current liabilities		43,231			17,599,502
Warrant liability		-			7
Lease liabilities – non-current		1,430			-
Non-current liabilities of discontinued operations		-			24,991,063
Total liabilities	$	44,661		$	42,590,572
Shareholders’ equity
Common stock; $0.001 par value, 100,000,000 shares authorized; 58,366,569 and 18,628,569 issued and outstanding at December 31, 2022 and 2021, respectively		58,366			18,628
Additional paid-in capital		24,452,501			23,381,121
Accumulated deficits		(23,705,746	)		(1,877,296	)
Other comprehensive income		6,195			545,449
Total shareholders’ equity		811,316			22,067,902
Non-controlling interest		-			11,034,278
Total shareholders’ equity		811,316			33,102,180
Total liabilities and shareholders’ equity	$	855,977		$	75,692,752

See notes to consolidated financial statements

F-3

JRSIS HEALTH CARE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(AMOUNTS IN USD, EXCEPT SHARES)

	For The Year Ended December 31,
	2022			2021
Revenue:
Consultation		89,166			-
Total revenue		89,166			-
Operating costs and expenses:
Salaries and benefits		14,712			-
Stock-based compensation		245,465			-
Office supplies		37,582			7,242
Right-of-use assets amortization		13,312			-
Lease liabilities interest expense		1,400			-
Professional fee		96,795			97,701
Change in fair value of warrant liability		(7	)		(1,142	)
Depreciation		5,796			-
Total operating costs and expenses		415,055			103,801
Loss from operations before other income and income taxes		(325,889	)		(103,801	)
Other income/(expenses)		(1,741	)		-
Loss from operations before income taxes		(327,630	)		(103,801	)
Income taxes		-			-
Net loss from continued operations		(327,630	)		(103,801	)
Net income (loss) from discontinued operations		(33,393,670	)		3,292,746
Net income (loss)	$	(33,721,300	)	$	3,188,945
Comprehensive income (loss):
Foreign currency translation adjustment from continued operations		17,396			55,624
Foreign currency translation adjustment from discontinued operations		301,922			875,758
Comprehensive income (loss)	$	(33,401,982	)	$	4,120,327
Net loss from continuing operations per share of common stock
Basic earnings per share	$	(0.0073	)	$	(0.0056	)
Diluted earnings per share	$	(0.0073	)	$	(0.0056	)
Net income(loss) from discontinuing operations per share of common stock
Basic earnings per share	$	(0.7440	)	$	0.1785
Diluted earnings per share	$	(0.7440	)	$	0.1764
Net income (loss) per share of common stock
Basic earnings per share	$	(0.7513	)	$	0.1728
Diluted earnings per share	$	(0.7513	)	$	0.1709
Weighted average number of shares outstanding (Basic)		44,885,402			18,451,588
Weighted average number of shares outstanding (Diluted)		44,885,402			18,661,588

See notes to consolidated financial statements

F-4

JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES

CONSOLIDATED ~~STATEMENT OF SHARESHOLDERS’~~BALANCE ~~EQUITY~~SHEETS

(AMOUNTS IN USD, EXCEPT SHARES)

	December 31,
	2023			2022
ASSETS
CURRENT ASSETS
Cash	$	118,114		$	158,813
Accounts receivable, net		714,658			683,452
Accounts receivable, net - related parties		121,086			187,794
Advances to suppliers		345,961			46,954
Amount due from related parties		1,620			-
Inventories		455,240			562,015
Prepayments and other receivables		77,211			24,600

Total Current Assets		1,833,890			1,663,628

NON-CURRENT ASSETS
Deferred tax assets		-			4,576
Property, plant and equipment, net		50,024			62,223
Intangible assets, net		257,334			303,195
Right of use assets		3,277			7,686

Total Non-Current Assets		310,635			377,680

TOTAL ASSETS	$	2,144,525		$	2,041,308

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loans	$	983,007		$	1,575,780
Long-term loans due within one year		18,713			49,709
Accounts payable, trade		540,086			272,243
Accounts payable, trade - related parties		261,200			3,625
Advances from customers		218,313			10,130
Amount due to related parties		14,917			-
Taxes payable		18,845			73,301
Other payables and accrued liabilities		221,869			110,109
Finance lease liabilities, current		-			5,930
Operating lease liabilities, current		3,277			6,589

Total Current Liabilities		2,280,227			2,107,416

Long-term loans - noncurrent portion		24,950			-
Operating lease liabilities, non-current		-			2,235

TOTAL LIABILITIES		2,305,177			2,109,651

COMMITMENTS AND CONTINGENCIES		-			-

EQUITY
Preferred stock, $0.0001 par value; 2,000,000 shares preferred stock authorized; nil issued and outstanding as of December 31, 2023 and 2022, respectively		-			-
Common stock, $0.0001 par value; 100,000,000 shares authorized; 82,594,105 and 76,757,439 shares issued and outstanding as of December 31, 2023 and 2022, respectively		8,259			7,676
Additional paid-in capital		3,154,373			3,154,881
Accumulated deficit		(3,442,898	)		(3,361,986	)
Accumulated other comprehensive income		142,860			140,976
Total JRSIS HEALTH CARE CORPORATION’s equity		(137,406	)		(58,453	)

NONCONTROLLING INTERESTS		(23,246	)		(9,890	)

TOTAL EQUITY		(160,652	)		(68,343	)

TOTAL LIABILITIES AND EQUITY	$	2,144,525		$	2,041,308

	Common stock						Accumulated			Other comprehensive			Additional paid-in			Non-Controlling			Total Shareholders’
	Quantity			Amount			Deficits			income			capital			Interest			equity
Balance at December 31, 2020		18,246,331		$	18,246		$	(4,109,557	)	$	(111,016	)	$	23,240,075		$	9,802,677		$	28,840,425
Net income		-			-			2,232,261			-			-			956,684			3,188,945
Shares issued		382,238			382			-			-			141,046			-			141,428
Foreign currency translation adjustment		-			-			-			656,465			-			274,917			931,382
Balance at December 31, 2021		18,628,569		$	18,628		$	(1,877,296	)	$	545,449		$	23,381,121		$	11,034,278		$	33,102,180
Discontinued Operations adjustment		-			-			12,579,582			(694,556	)		-			(11,885,026	)		-
Loss from discontinuing operations		-			-			(35,949,892	)		-			965,168			-			(34,984,724	)
Net income		-			-			1,541,860			-			-			791,645			2,333,505
Shares issued for officer compensation		39,130,000			39,130			-			-			1,017,380			-			1,056,510
Shares issued for private placement		6,000,000			6,000			-			-			54,000			-			60,000
Shares repurchase and cancelled		(5,392,000	)		(5,392	)		-			-			(965,168	)		-			(970,560	)
Foreign currency translation adjustment		-			-			-			155,302			-			59,103			214,405
Balance at December 31, 2022		58,366,569		$	58,366		$	(23,705,746	)	$	6,195		$	24,452,501		$	-		$	811,316

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

See notes to consolidated financial statements

F-5

JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~CASH~~OPERATIONS ~~FLOWS~~AND COMPREHENSIVE LOSS

(AMOUNTS IN USD, EXCEPT SHARES)

	For the Year Ended December 31,
	2023			2022

REVENUES	$	3,461,933		$	1,719,130

COST OF REVENUES		2,978,882			1,692,919

GROSS PROFIT		483,051			26,211

OPERATING EXPENSES:
Sales and marketing		146,334			144,651
General and administrative		336,049			283,293
Research and development		189,266			283,043
Total operating expenses		671,649			710,987

LOSS FROM OPERATIONS		(188,598	)		(684,776	)

OTHER INCOME (EXPENSE)
Interest income		3,058			-
Interest expense		(56,443	)		(64,709	)
Other income		156,370			76,225
Total other income, net		102,985			11,516

LOSS BEFORE INCOME TAXES		(85,613	)		(673,260	)

PROVISION FOR INCOME TAXES		8,975			-

NET LOSS		(94,588	)		(673,260	)
Less: net loss attributable to noncontrolling interest		(13,676	)		(97,421	)
NET LOSS ATTRIBUTABLE TO JRSIS HEALTH CARE CORPORATION	$	(80,912	)	$	(575,839	)

COMPREHENSIVE LOSS
NET LOSS	$	(94,588	)	$	(673,260	)
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment		2,204			53,189
TOTAL COMPREHENSIVE LOSS		(92,384	)		(620,071	)
Less: comprehensive loss attributable to noncontrolling interest		(13,356	)		(89,725	)
COMPREHENSIVE LOSS ATTRIBUTABLE TO JRSIS HEALTH CARE CORPORATION	$	(79,028	)	$	(530,346	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
Basic and diluted		77,253,156			61,334,331

LOSS PER SHARE
Net loss - basic and diluted	$	(0.001	)	$	(0.009	)

	For The Year Ended December 31
	2022			2021
Cash Flows From Operating Activities
Net income (loss)	$	(33,721,300	)	$	3,188,945
Less: Net income (loss) from discontinued operations		(33,393,670	)		3,292,746
Net loss from continued operations		(327,630	)		(103,801	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		5,796			-
Right-of-use assets amortization		13,312			-
Lease liabilities interest expense		1,400			-
Change in fair value of warranty liability		(7	)		(1,142	)
Stock-based compensation		245,465			-
Changes in operating assets and liabilities:
Amount due from related parties		(854	)		-
Other receivables		(2,987	)		-
Accounts payable		(41,289	)		(2,000	)
Amount due to related parties		-			(2,298	)
Payroll payable		1,812			-
Net cash used in operating activities from continued operations		(104,982	)		(109,241	)
Net cash provided by operating activities from discontinued operations		3,171,627			8,342,256
Net cash provided by operating activities		3,066,645			8,233,016
Cash Flows From Investing Activities
Purchases of property and equipment		(44,644	)		-
Net cash used in investing activities from continued operations		(44,644	)		-
Net cash used in investing activities from discontinued operations		(2,783,041	)		(5,500,437	)
Net cash used in investing activities		(2,827,685	)		(5,500,437	)
Cash Flows From Financing Activities
Non-cash issuance of common stock		69,260			141,428
Proceeds from issuance of common stock		60,000			-
Derivative financial instruments		7			1,142
Net cash provided by financing activities from continued operations		129,267			-
Net cash used in financing activities from discontinued operations		(867,508	)		(2,940,594	)
Net cash provided by (used in) financing activities		(738,241	)		(2,798,024	)
Effect of exchange rate fluctuation on cash and cash equivalents		(298,074	)		76,589
Net decrease in cash and cash equivalents		(797,355	)		11,144
Cash and cash equivalents, beginning of period		855,971			844,827
Cash and cash equivalents, ending of period	$	58,616		$	855,971
Analysis of cash and cash equivalents
Included in cash and cash equivalents per consolidated balance sheets	$	58,616		$	29,847
Included in cash and cash equivalents of discontinued operations		-			826,124
Cash and cash equivalents, end of year	$	58,616		$	855,971
Supplemental disclosure of cash flow information
Continuing operations:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
Discontinued operations:
Cash paid for income taxes	$	(13,086	)	$	25,275
Cash paid for interest	$	(406,544	)	$	(1,381,761	)
Supplemental disclosure of non-cash activities
Shares issued for officer compensation	$	(1,056,510	)	$	-
Shares repurchase	$	(970,560	)	$	-

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

See notes to consolidated financial statements

F-6

JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES

~~NOTES TO~~ CONSOLIDATED ~~FINANCIAL~~ STATEMENTS OF EQUITY

(AMOUNTS IN USD)

											Accumulated
	Common Stock				Additional						Other
	Number of				Paid-in			Accumulated			Comprehensive		Non-controlling
	Shares		Par Value		Capital			Deficit			Income		Interest			Total
BALANCE, January 1, 2022		58,178,448	$	5,818	$	2,391,248		$	(2,786,147	)	$	95,483	$	(49,671	)	$	(343,269	)
Issuance of common shares		18,578,991		1,858		763,633			-			-		129,506			894,997
Net income				-		-			(575,839	)		-		(97,421	)		(673,260	)
Foreign currency translation adjustments				-		-			-			45,493		7,696			53,189
BALANCE, December 31, 2022		76,757,439		7,676		3,154,881			(3,361,986	)		140,976		(9,890	)		(68,343	)
Issuance of common shares to acquired accounting acquiree		5,836,666		583		(508	)		-			-					75
Net income				-		-			(80,912	)		-		(13,676	)		(94,588	)
Foreign currency translation adjustments				-		-			-			1,884		320			2,204
BALANCE, December 31, 2023		82,594,105	$	8,259	$	3,154,373		$	(3,442,898	)	$	142,860	$	(23,246	)	$	(160,652	)

~~NOTE~~The 1.accompanying ~~DESCRIPTION~~notes OFare ~~BUSINESS~~an ~~AND~~integral ~~ORGANIZATION~~part of the consolidated financial statements

JRSIS Health Care Corporation (the “Company” or “JRSS”) was incorporated on November 20, 2013 under the laws of the State of Florida. In December 2013 JRSS acquired 100% of the equity in JRSIS Health Care Limited (“JHCL”), which is a Limited Liability Company registered in British Virgin Island (“BVI”) on February 25, 2013. JHCL owns 100% of the equity in Runteng Medical Group Co., Ltd (“Runteng”), a limited liability company registered in Hong Kong on September 17, 2012. Until March 31, 2022, Runteng owned 70% of the equity in Harbin Jiarun Hospital Co., Ltd (“Jiarun”), a for-profit hospital incorporated in Harbin City of Heilongjiang, China in February 2006. The remaining 30% of the equity in Jiarun was owned by Junsheng Zhang, who is the Chairman of the Board of JRSIS Health Care Corporation.

On April 12, 2022, Runteng organized and acquired 100% of the equity in Laidian Technology (Zhongshan) Co., Ltd (“Laidian”), a wholly foreign-owned enterprise (“WFOE”) subsidiary. The Company organized Laidian to engage in the business of providing charging services to electric vehicles operating in Zhongshan City of Guangdong, China.

Spin-Off of Harbin Jiarun Hospital Co., Ltd.

On April 28, 2022 JRSIS Health Care Corporation completed the spin-off of its subsidiary Harbin Jiarun Hospital Co., Ltd. as JRSIS’s subsidiary Runteng Medical Group Co., Ltd. transferred its 70% equity interest in Jiarun to Zhang Junsheng (the “Spin-Off”). In exchange for the 70% interest in Jiarun, Zhang Junsheng transferred to Runteng 5,392,000 shares of JRSIS common stock.

After the Spin-Off, JRSIS does not beneficially own any equity interest in Jiarun and will no longer consolidate Jiarun financial results with the financial results of JRSIS as on April 1, 2022. According to spin-off agreement on April 28, 2022, the effective date of spin-off was April 1, 2022, Commencing on the second quarter of fiscal year 2022, Jiarun’s historical financial results for periods prior to April 1, 2022 has been reclassified and reflected in JRSIS’s consolidated financial statements as a discontinued operation for comparative purposes.

NOTE 2. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of presentation

The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).

F-7

JRSIS HEALTH CARE CORPORATION AND ITS SUBSIDIARIES

~~NOTES TO~~ CONSOLIDATED ~~FINANCIAL~~ STATEMENTS OF CASH FLOWS

(AMOUNTS IN USD)

	For the Year Ended December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$	(94,588	)	$	(673,260	)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation and amortization		53,815			34,903
Right-of-use assets amortization		4,201			10,138
Lease liabilities interest expense		225			325
Inventories impairment (return)		(42,439	)		-
Loss from disposal of equipment		173
Deferred income tax		4,457			(909	)
Change in operating assets and liabilities
Accounts receivable		(50,854	)		(679,905	)
Accounts receivable - related parties		61,511			666,190
Advances to suppliers		(301,154	)		(32,497	)
Inventories		128,663			57,324
Prepayments and other receivables		(50,557	)		(2,185	)
Accounts payable		276,356			11,257
Accounts payable - related parties		261,901			-
Advances from customers		209,031			(1,167,459	)
Taxes payable		(52,504	)		347
Lease liabilities		(5,534	)		-
Other payables and accrued liabilities		114,021			11,002
Net cash provided by (used in) operating activities		516,724			(1,764,729	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received from reverse acquisition		20,369			-
Purchase of property and equipment		(1,484	)		-
Purchase of intangible assets		-			-
Net cash provided by investing activities		18,885			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash contribution from shareholder		-			927,591
Proceeds from loans		467,455			893,539
Repayment of short-term loans		(1,021,349	)		-
Proceeds from financing lease		-			37,157
Amount financed from (to) related parties		(14,471	)		-

Net cash provided by (used in) financing activities		(568,365	)		1,858,287


EFFECT OF EXCHANGE RATE ON CASH		(7,943	)		(7,998	)

INCREASE (DECREASE) IN CASH		(40,699	)		85,560

CASH AND CASH EQUIVALENTS, beginning of period		158,813			73,253

CASH AND CASH EQUIVALENTS, end of period	$	118,114		$	158,813

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income tax	$	4,945		$	909
Cash paid for interest expense, net of capitalized interest	$	56,443		$	58,524

~~NOTE~~The 2.accompanying ~~SUMMARIES~~notes OFare ~~SIGNIFICANT~~an ~~ACCOUNTING~~integral ~~POLICIES~~part ~~(Continued)~~of the consolidated financial statements

B. Principles of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.

C. Use of estimates

The preparation of audited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates. Significant items subject to such estimates and assumptions include valuation allowances for receivables and recoverability of carrying amount and the estimated useful lives of long-lived assets. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.

D. Functional currency and foreign currency translation

JRSS and JHCL’s functional currency is the United States dollar (“US$”). Runteng’s functional currency is the Hong Kong dollar (“HK$”). The functional currency of Laidian and Jiarun is the Renminbi (“RMB”).

The Company’s reporting currency is US$. Assets and liabilities of Runteng, Laidian and Jiarun are translated at the current exchange rate at the balance sheet dates, revenues and expenses are translated at the average exchange rates during the reporting periods, and equity accounts are translated at historical rates. Translation adjustments are reported in other comprehensive income.

The exchange rates used for foreign currency translation are as follows:

		For the Year Ended December 31 ,
		2022	2021
		(USD to RMB/USD to HKD)	(USD to RMB/USD to HKD)
Assets and liabilities	period end exchange rate	6.8972 / 7.8015	6.3588 / 7.7971
Revenue and expenses	period average	6.7290 / 7.8306	6.4499 / 7.7723

E. Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The majority of sales are either cash receipt in advance or cash receipt upon delivery. As of December 31, 2022 and 2021, no customer accounted for more than 5% of net accounts receivable. For those credit sales, the Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. For the year ended December 31, 2022, one customer accounted for 100% of total revenue. For the year ended December 31, 2021, no customers accounted for more than 5% of total revenue.

F. Cash and cash equivalents

Cash and cash equivalents include all cash, deposits in banks and other liquid investments with initial maturities of three months or less.

F-8

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~(AMOUNTS~~1. INORGANIZATION ~~USD)~~AND BUSINESS BACKGROUND

~~NOTE~~JRSIS 2Health Care Corporation (the “Company” or “JRSIS”) was incorporated on November 20, 2013 under the laws of the State of Florida. ~~SUMMARIES~~In OFDecember ~~SIGNIFICANT~~2013 ~~ACCOUNTING~~JRSIS ~~POLICIES~~acquired 100% of the equity in JRSIS Health Care Limited (~~Continued~~“JRSIS-BVI”), which is a limited liability company registered in British Virgin Island (“BVI”) on February 25, 2013. JRSIS-BVI owns 100% of the equity in Runteng Medical Group Co., Ltd. (“Runteng”), a limited liability company registered in Hong Kong on September 17, 2012.

GUntil March 31, 2022, Runteng owned 70% of the equity in Harbin Jiarun Hospital Co., ~~Property~~Ltd. (“Jiarun”), a for-profit hospital incorporated in Harbin City of Heilongjiang, the People’s Republic of China in February 2006. The remaining 30% of the equity in Jiarun was owned by Junsheng Zhang, who is the Chairman of the Board of JRSIS Health Care Corporation until March 2022. On April 28, 2022, the Company completed a spin-off of its subsidiary Harbin Jiarun Hospital Co., Ltd. As JRSIS’s subsidiary Runteng transferred its 70% equity interest in Jiarun to Zhang Junsheng (the “Spin-Off”). In exchange for the 70% interest in Jiarun, Zhang Junsheng transferred to Runteng 5,392,000 shares of JRSIS common stock. After the Spin-Off, JRSIS does not beneficially own any equity interest in Jiarun and ~~equipment~~will no longer consolidate Jiarun financial results with the financial results of JRSIS as on April 1, 2022.

~~Property~~On ~~and~~April 12, ~~equipment~~2022, ~~are~~Runteng ~~stated~~organized atand ~~cost.~~owned ~~Expenditures for~~100% ~~maintenance~~of ~~and~~the ~~repairs~~equity ~~are~~in ~~charged~~Laidian toTechnology ~~operations~~(Zhongshan) ~~when~~Co., ~~incurred~~Ltd. (“Laidian”), ~~while~~a ~~additions~~wholly foreign-owned ~~and~~enterprise ~~betterments~~(“WFOE”) ~~are~~subsidiary ~~capitalized.~~registered ~~Depreciation~~under ~~is recorded~~the onlaw aof ~~straight-line~~the ~~basis~~People’s ~~reflective~~Republic of China (“the ~~useful~~PRC”) in ~~lives~~Zhongshan ofCity, ~~the~~Guangdong ~~assets~~Province. ~~When~~Laidian ~~assets~~initially ~~are~~engage ~~retired~~in orthe ~~disposed,~~business ~~the~~of ~~asset’s original~~providing ~~cost~~charging ~~and~~services ~~related~~to ~~accumulated~~electric ~~depreciation~~vehicles ~~are~~operating in ~~eliminated~~Zhongshan ~~from~~City, ~~accounts~~until ~~and~~the ~~any~~Company ~~gain~~obtained orthe ~~loss~~majority isvariable ~~reflected~~interest in ~~income~~Yongzhou Jumi Intelligent Technology Co., Ltd. (“Yongzhou JIT”) on November 30, 2023.

~~The~~On ~~estimated~~November 30, ~~useful~~2023, ~~lives~~the ~~for~~Company ~~property~~through Laidian, a wholly-owned subsidiary of JRSIS, completed an acquisition transaction by entering into and executing ~~equipment~~four agreements with Yongzhou Jumi Intelligent Technology Co., Ltd. (“Yongzhou JIT”) and Guangzhou Jumi Intelligent ~~categories~~Equipment Co., Ltd. (“Guangzhou JIE”) (the “Management Agreements”). After execution of the Management Agreements, the Company obtained 85.53% variable interest in Yongzhou JIT. Following the transaction, we have abandoned our prior business plan and we are asnow ~~follows:~~pursuing Yongzhou JIT’s historical businesses and its proposed businesses.

Transportation instrument			5 years
Office equipment			5 years

Each of the Management Agreements is summarized as below:

H.Exclusive Business ~~Leases~~Cooperation Agreement.

InUnder ~~February 2016,~~ the ~~FASB issued ASU 2016-02–Leases~~ ~~(Topic~~Exclusive ~~842),~~Business ~~which~~Consulting ~~increases~~Agreement ~~transparency~~between Laidian and Yongzhou ~~comparability~~JIT, ~~among~~Laidian ~~organizations~~has bythe ~~recognizing~~exclusive right~~-of-use~~ ~~(“ROU”)~~to ~~lease assets~~provide ~~and~~to ~~lease~~Yongzhou ~~liabilities~~JIT onmarketing, management, ~~the~~consulting ~~balance sheet~~ and ~~disclosing~~other ~~key~~services ~~information~~related ~~about~~to ~~leasing~~its ~~arrangements~~business operations. ~~The~~To ~~ASU~~fulfill ~~maintains~~its ~~a distinction between finance leases and operating leases~~obligations, ~~which~~Laidian iswill ~~substantially~~provide ~~similar~~ to Yongzhou JIT the ~~classification~~management ~~criteria~~and ~~for~~marketing ~~distinguishing~~services ~~between capital~~of ~~leases~~Zhuowei ~~and~~Zhong, ~~operating~~who ~~leases~~is in the ~~previous~~Chairman ~~lease~~of ~~guidance~~Laidian. ~~Retaining~~In ~~this~~compensation ~~distinction~~for ~~allows~~ the ~~recognition,~~services ~~measurement and~~provided ~~presentation~~by ofLaidian, ~~expenses~~Yongzhou ~~and~~JIT ~~cash~~will ~~flows~~pay ~~arising~~Laidian ~~from~~ a ~~lease~~quarterly tofee ~~remain~~equal ~~similar~~ to ~~the previous accounting treatment~~85.53% Aof ~~lessee~~any isnet ~~permitted to~~income ~~make~~that anYongzhou ~~accounting~~JIT ~~policy~~earns ~~election by class of underlying asset to exclude~~ from ~~balance~~its ~~sheet recognition any lease assets and lease~~business ~~liabilities~~while ~~with~~being amanaged ~~term~~by ofZhuowei 12Zhong ~~months or~~ less, ~~and~~any ~~instead~~losses tocarried ~~recognize~~forward ~~lease~~from ~~expense~~prior onquarters. aThe ~~straight-line~~remaining ~~basis over the lease term~~14.47% ~~For both financing and operating leases, the ROU asset and lease liability is initially measured at the present value~~ of the ~~lease~~net ~~payments~~income earned inby ~~the~~Yongzhou ~~consolidated~~JIT ~~balance~~will ~~sheet.~~be Indistributed ~~July~~to ~~2018,~~Guangzhou ~~the~~JIE ~~FASB~~for ~~issued~~further ~~ASU~~distribution ~~2018-11 which provides entities with the option~~ to ~~initially~~an ~~apply the~~entity ~~new~~that ~~lease~~owns ~~standard~~14.47% atof ~~the~~Guangzhou ~~adoption~~JIE ~~date~~ and ~~recognize~~has not aagreed ~~cumulative-effect~~to ~~adjustment~~participate toin the ~~opening~~Management ~~balance~~Arrangement ~~of retained earnings in~~ (the ~~period~~“14.47% ofUnpledged ~~adoption, if necessary~~Interest”). AsThe ~~discussed~~Exclusive inBusiness ~~Note~~Consulting Agreement 8,will weremain ~~adopted~~in ~~ASU~~effect ~~2016-02–Leases~~until ~~(Topic~~terminated ~~842)~~by ~~effective January 1, 2019 utilizing~~ the ~~transition option provided by ASU 2018-11~~parties.

I. Fair Value Measurement

The Company applies the provisions of ASC Subtopic 820-10, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining the fair value for the assets and liabilities required or permitted to be recorded, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

F-9

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~(AMOUNTS~~Equity Interest INPledge ~~USD)~~Agreement.

~~NOTE~~Guangzhou JIE, 2which owns all of the registered equity in Yongzhou JIT, has entered into an Equity Interest Pledge Agreement with Laidian. ~~SUMMARIES~~Pursuant to OFthis ~~SIGNIFICANT~~agreement, ~~ACCOUNTING~~Guangzhou ~~POLICIES~~JIE ~~(Continued)~~pledged 85.53% of its equity interest in Yongzhou JIT, including the right to receive dividends, to Laidian to secure the performance of Yongzhou JIT’s obligations under the Exclusive Business Consulting Agreement described above. If Yongzhou JIT breaches relevant contractual obligations under this agreement, Laidian, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. Guangzhou JIE has agreed not to transfer or create any new encumbrance on its equity interests without the prior written consent of Laidian. The Equity Interest Pledge Agreement shall terminate when Yongzhou JIT has fully performed its obligations under the Exclusive Business Consulting Agreement.

I.Exclusive Option ~~Fair Value Measurement (continued)~~Agreement.

~~Level~~Under 1:the Exclusive ~~Unadjusted~~Option ~~quoted~~Agreement ~~prices~~among inLaidian, Yongzhou JIT and Guangzhou JIE, Guangzhou JIE irrevocably granted Laidian or its designated ~~active~~person(s) ~~markets~~an ~~that~~exclusive ~~are~~option ~~accessible~~to atpurchase, when and to the ~~measurement~~extent ~~date~~permitted under PRC law, all or part of its equity interest in Yongzhou JIT. The purchase price for ~~identical~~the equity interest in Yongzhou JIT shall be determined through consultation according to the appraisal value approved by the relevant authorities and shall be the minimum amount permissible under PRC law. The Exclusive Option Agreement will be valid until all of the equity interest in Yongzhou JIT has been transferred to Laidian. The Exclusive Option Agreement provides, ~~unrestricted~~among other ~~assets~~things, orthat ~~liabilities;~~without Laidian’s prior written consent:

~~Level~~● 2:Guangzhou ~~Quoted~~JIE ~~prices~~may innot ~~markets~~transfer, ~~that are~~encumber, ~~not~~grant ~~active~~a security interest in, or ~~inputs~~otherwise ~~that~~dispose isof ~~observable,~~any ~~either~~equity ~~directly~~interest orin ~~indirectly~~Yongzhou JIT, ~~for~~except ~~substantially~~as ~~the~~provided ~~full~~in ~~term of~~ the ~~asset~~Exclusive orOption ~~liability~~Agreement;

~~Level~~● 3:Yongzhou ~~Prices~~JIT may not (i) sell, transfer, grant security interest in or ~~valuation~~otherwise ~~techniques that~~dispose ~~require~~of ~~inputs~~any ~~that~~assets, ~~are~~business, ~~both~~revenue ~~significant~~or tointerest, (ii) enter into any material contract except for those incurred in the ~~fair~~ordinary ~~value~~course ~~measurement~~of ~~and~~business, ~~unobservable~~or (~~supported~~iii) byincur ~~little~~any orliabilities no(except ~~market~~for ~~activity~~those incurred in the ordinary course of business). or extend loans or credit facilities to any third party;

~~The~~● ~~following~~Yongzhou ~~table~~JIT ~~sets~~may ~~forth~~not bydeclare ~~level~~or ~~within the~~pay ~~fair~~any ~~value~~dividends ~~hierarchy~~and ~~our~~its ~~financial~~shareholder ~~assets~~must ~~and~~remit ~~liabilities~~in ~~that~~full ~~were~~to ~~accounted~~Laidian ~~for~~any atfunds ~~fair~~received ~~value~~from onYongzhou aJIT ~~recurring~~except ~~basis:~~those funds payable to the holder of the 14.47% Unpledged Interest; and

	Carrying Value at December 31,		Fair Value Measurement at December 31, 2022
	2022		Level 1		Level 2		Level 3
Warrant liability	$	-	$	-	$	-	$	-

●

Yongzhou JIT may not merge with or acquire any third parties, or make investment in any third parties.

~~A summary~~ Power of ~~changes in Warrant liability for the period ended December 31, 2022 was as follows:~~Attorney.

Balance at January 1, 2022	$	7
Change in fair value of warrant liability		(7	)
Balance at December 31, 2022		-

Under the Power of Attorney, Guangzhou JIE grants to Laidian the authority to exercise all of the powers given to Guangzhou JIE as a shareholder of Yongzhou JIT.

~~The~~Yongzhou JIT ~~fair~~was ~~value~~organized ofin ~~the~~2018 ~~outstanding~~in ~~warrants~~Yongzhou ~~was calculated~~City ~~using~~in the ~~Binomial~~Hunan ~~Option~~Province ~~Pricing~~of ~~Model,~~the asPRC and is legally a wholly owned subsidiary of Guangzhou JIE. Yongzhou JIT is engaged in the ~~date~~business of ~~filling~~developing ~~this~~medical ~~report,~~technology ~~there~~and ~~was~~producing noequipment ~~outstanding~~based ~~warrants~~on its technology. Yongzhou JIT is best known for developing the first intelligence medicine vending machine.

Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are reflected in the accompanying consolidated financial statements at amounts that approximate fair value because of the short-term nature of these instruments. The fair value of the Company’s capital lease obligations also approximates carrying value as they bear interest at current market rates.

J. Segment and geographic information

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Group’s chief operating decision maker in order to allocate resources and assess performance of the segment.

In accordance with ASC (“Accounting Standard Codification”) 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Group uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Group’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Group’s reportable segments. The Group’s CODM has been identified as the chief executive officer (the “CEO”), who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group.

The Group has determined that there is only one reportable operating segment since all of the services provided are viewed as an integrated business process and allocation of the resources and assessment of the performance are not separately evaluated by the Group’s CODM.

K. Revenue recognition

The Company recognizes revenue when the contract and performance obligations are identified with a customer, the transaction price are determined and allocated to the performance obligations in the contract for which the amount of revenue can be reliably measured. The Company will recognize revenue when the entity satisfies a performance obligation, it is probable that economic benefits will flow to the entity, and specific criteria have been met for each of the Company’s activities.

F-10

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In consideration of the agreements by the owners of Yongzhou JIT other than the holder of the 14.47% Unpledged Interest to the adoption of the Management Agreements, JRSIS issued to Jumi Group Company, Ltd. (~~AMOUNTS~~“Jumi INGCL”). ~~USD~~76,757,439 shares of its common stock. Jumi GCL is a holding company owned by Linhai Zhu, the director, chairman and the Chief Executive Officer of the Company, Yulin Investment (Guangzhou) Partnership L.P. (“Yulin IGP”), Jumi Intelligent Information Technology (Guangzhou)Partnership L.P. (“Jumi IIP”), who are the beneficial owners of 85.53% of Guangzhou JIE. The shares issued to Jumi GCL represent 92.9% of the outstanding shares of common stock of JRSIS.

~~NOTE~~For 2financial reporting purposes, the execution of the Management Agreements represents a “Reverse Acquisition” rather than a business combination and Yongzhou JIT is deemed to be the accounting acquirer in the transaction. ~~SUMMARIES~~The OFexecution ~~SIGNIFICANT~~of ~~ACCOUNTING~~the ~~POLICIES~~Management ~~(Continued)~~Agreements is being accounted for as a reverse acquisition and recapitalization. Yongzhou JIT is the acquirer for financial reporting purposes and JRSIS is the acquired company. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements for periods prior to the execution of the Management Agreements will be those of Yongzhou JIT and will be recorded at the carrying amount basis of Yongzhou JIT, and the consolidated financial statements after execution of the Management Agreements will include the assets and liabilities of the Company and Yongzhou JIT, and the historical operations of Yongzhou JIT and operations of the Combined Company from the date of execution of the Management Agreements. No gain and loss recognized as a reverse acquisition and recapitalization.

L.Description of ~~Shares~~subsidiaries ~~Issued~~and ~~for Officer’s Compensation~~VIEs

The Company accounts for stock-based compensation in accordance with ASC 718-10 “Compensation-Stock Compensation” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and stock appreciation rights are based on estimated fair values. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period.

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Effective interest held

JRSIS Health Care Corporation. (“JRSIS”)	State of Florida	Investment Holding	100%

JRSIS Health Care Limited. (“JRSIS-BVI”)	BVI	Investment Holding	100%

Runteng Medical Group Company Limited. (“Runteng” or “RT”)	Hong Kong, China	Investment Holding	100%

Laidian Technology (Zhongshan) Co., Ltd. (“Laidian”)	Zhongshan, China	Investment Holding	100%

Yongzhou Jumi Intelligent Technology Co., Ltd. (“Yongzhou JIT” or YZ JIT)	Yongzhou, China	Developing medical technology and producing equipment based on its technology	85.53% by Management Agreements

The Company accounts for non-employee stock-based awards at fair value in accordance with the measurement and recognition criteria of ASC 505-50 “Equity-Based Payments to Non-Employees.

Share-based payment awards granted to a customer shall be measured and classified according to the terms of award. A share-based payment transaction shall be measured based on the fair value.

On May 5, 2022, the Company issued 39,130,000 shares of its common stock to Zhong Zhuowei in compensation for his undertaking to provide management services and financing in connection with the initiation of operations of Laidian. These shares had a negotiated value of $1,056,510. $74,652 of that sum was treated as reimbursement for Mr. Zhong’s contribution of Laidian’s paid in capital. The remaining $981,858 was classified as share-based compensation and capitalized as a deferred expense to be amortized over the three years commencing in April of 2022. For the year ended December 31, 2022, the Company recorded $245,465 compensation expenses.

M. Income taxes

The Company has adopted FASB ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

In July 2006, the FASB issued FIN 48 (ASC 740-10), Accounting for Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109 (ASC 740), which requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under FIN 48 (ASC 740-10), tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met.

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities or deferred tax asset valuation allowance.

As a result of the implementation of FIN 48 (ASC 740-10), the Company made a comprehensive review of its portfolio of tax positions in accordance with recognition standards established by FIN 48 (ASC 740-10). The Company recognized no material adjustments to liabilities or shareholder’s equity as a result of the implementation. The adoption of FIN 48 did not have a material impact on the Company’s consolidated financial statements.

Enterprise income tax is determined under the Provisional Regulations of PRC Concerning Income Tax on Enterprises promulgated by the PRC, income tax is payable by enterprises at a rate of 25% of their taxable income.

F-11

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~(AMOUNTS~~2. INGOING ~~USD)~~CONCERN UNCERTAINTIES

~~NOTE~~The 2.accompanying consolidated ~~SUMMARIES~~financial OFstatements ~~SIGNIFICANT~~have ~~ACCOUNTING~~been ~~POLICIES~~prepared ~~(Continued)~~assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

NAs reflected in the accompanying consolidated financial statements, for the years ended December 31, 2023 and 2022, the Company incurred a significant net loss of $94,588 and $673,260, the recurring operating loss result in an accumulated deficit of $3,442,898 as of December 31, 2023. ~~Earnings~~The ~~per~~Company ~~share~~generated cash inflow form its operation for the year ended December 31, 2023 of $516,724 but had a working capital deficit of $446,337. Management believes these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months.

~~Basic~~The ~~earnings~~continuation of ~~per~~the ~~common~~Company ~~share~~as isa ~~computed~~going ~~by using~~concern ~~net~~through ~~income~~the ~~divided~~next bytwelve months is dependent upon (1) the ~~weighted~~continued ~~average~~financial ~~number~~support from its external financing, including bank loans and issuance of its shares to potential shareholders. Management believes that it can obtained additional bank loans and the issuance of common ~~stock~~shares ~~outstanding~~of ~~for~~the Company is available if the ~~periods~~Company ~~presented.~~effort ~~Diluted~~to ~~earnings~~do so, and (2) further implement management’s ~~per~~business ~~share~~plan isto ~~computed~~extend byits ~~dividing~~operations ~~net~~and ~~income~~generate bysufficient ~~the~~revenues ~~weighted~~and ~~average~~cash ~~number~~flows ofto ~~shares~~meet ofits ~~common~~obligations. ~~stock~~The Company’s operation is on the upward trend, ~~common~~and ~~stock~~management ~~equivalents~~believes that the Company’s operation can generate enough revenues and ~~potentially dilutive~~cash ~~securities~~to ~~outstanding~~meet ~~for~~its obligation in the ~~periods~~normal ~~presented~~course of business. ~~The~~While ~~dilutive~~the ~~earnings~~Company ~~per~~believes ~~share~~in ~~will~~the ~~not~~viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be ~~computed~~neither ifany ~~the~~assurances to that effect, ~~would~~nor beany assurance that the Company will ~~anti-dilutive~~be successful in securing sufficient funds to sustain the operations.

OThese conditions raise substantial doubt about the Company’s ability to continue as a going concern. ~~Reclassification~~These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. The Company is working to devote more efforts to improve its operation and generate more profits and cash flow. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provide the opportunity for the Company to continue as a going concern.

~~The~~3. ~~comparative~~SUMMARY ~~figures~~OF ~~before~~SIGNIFICANT ~~April~~ACCOUNTING ~~1, 2022 have been reclassified to conform to current year presentation to reflect the disposal of a component of business derived from the recognition of a spin-off transaction on April 28, 2022.~~POLICIES

P.● ~~Recently~~Basis ~~adopted~~of ~~accounting pronouncements~~Presentation

The ~~FASB has issued Accounting Standards Update~~accompanying ~~(ASU)~~consolidated ~~No.~~financial ~~2019-01,~~statements ~~Leases (Topic 842): Codification Improvements. The new ASU aligns the guidance for fair value of the underlying asset by lessors that~~ are ~~not~~prepared ~~manufacturers or dealers~~ in ~~Topic~~accordance ~~842~~ with ~~that~~accounting ofprinciples ~~existing~~generally ~~guidance.~~accepted Asin ~~a result,~~ the ~~fair~~United ~~value~~States of ~~the underlying~~America asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in“US ~~Topic 820, Fair Value Measurement~~GAAP”) ~~should be applied~~.

~~The~~● ~~ASU~~Principal ~~also requires lessors within the scope~~ of ~~Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities.~~Consolidation

~~Finally~~The consolidated financial statements include the financial statements of the Company, its wholly-owned subsidiaries and VIE. All significant inter-company transactions and balances among the ~~ASU~~Company ~~exempts~~and ~~both~~its ~~lessees~~subsidiaries and ~~lessors~~VIE are eliminated upon consolidation. Non-controlling interests ~~from~~represent ~~having~~the equity interest in Yongzhou JIT that is not attributable to ~~provide~~the ~~certain~~Company. ~~interim~~Non-controlling ~~disclosures~~interest is reported in the ~~fiscal~~consolidated financial ~~year~~position inwithin ~~which~~equity, aseparate ~~company~~from ~~adopts~~the Company’s equity. Net income or loss and comprehensive income or loss are attributed to the ~~new~~Company’s ~~leases~~and ~~standard~~the non-controlling interest.

We● doUse ~~not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements~~ of ~~operations and cash flows.~~Estimates

~~NOTE~~The 3.preparation of ~~DISCONTINUED~~the ~~OPERATIONS~~consolidated financial statements in conformity with US GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

AtThe ~~the~~Company bases ~~beginning~~its ofestimates ~~2022,~~and ~~the~~judgments ~~board~~on ofhistorical ~~directors of~~experience ~~the~~and ~~Company~~on ~~committed~~various toother aassumptions ~~plan~~and toinformation ~~dispose~~that ofare ~~Jiarun.~~believed Onto ~~April~~be ~~28,~~reasonable under ~~2022~~ the ~~subsidiary~~circumstances. ofEstimates ~~JRSS,~~and ~~Runteng~~assumptions ~~Medical~~of ~~Group~~future ~~Co.,~~events ~~Ltd.,~~and ~~entered into~~their aneffects ~~Agreement~~cannot ~~Regarding~~be aperceived ~~Transfer~~with ofcertainty ~~Harbin~~and, ~~Jiarun~~accordingly, these ~~Hospital~~estimates ~~Co.,~~may ~~Ltd.’s~~change ~~Equity~~as ~~with~~new ~~Zhang~~events ~~Junsheng~~occur, ~~who~~as ~~was~~more ~~the~~experience ~~Chairman~~is ~~of JRSS until April 28~~acquired, ~~2022.~~as ~~Pursuant~~additional toinformation ~~the~~is ~~Transfer~~obtained ~~Agreement,~~and ~~Runteng~~as ~~transferred~~our tooperating environment Mrchanges. ~~Zhang~~Estimates ~~equity~~and inassumptions ~~Harbin~~are ~~Jiarun~~periodically ~~Hospital~~reviewed ~~Co., Ltd.~~and ~~representing~~the ~~70%~~effects of ~~the~~revisions ~~total~~are ~~equity~~reflected in ~~Jiarun~~the ~~Hospital~~consolidated financial ~~and~~statements ~~Mr.~~in ~~Zhang~~the ~~transferred~~period tothey ~~Runteng~~are ~~5,392,000~~determined ~~shares~~to ofbe ~~the Registrant’s common stock~~necessary.

After the Spin-Off, JRSIS does not beneficially own any equity in Jiarun and will no longer consolidate Jiarun financial results with financial results of JRSS on April 1, 2022. Commencing on the second quarter of fiscal year 2022, Jiarun hospital’s historical financial results for periods prior to April 1, 2022 will be reclassified and reflected in JRSS’s consolidated financial statements as a discontinued operation.

Since this transaction required certain authoritative approval before effective, the publication of these transactions were delay so as to obtain all parties consent and advance authoritative approval.

F-12

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~(AMOUNTS~~Significant estimates INand ~~USD)~~assumptions made by management include, among others, useful lives and impairment of long-lived assets, collectability of accounts receivable, discount rate of leases and its impairment assessment, allowance for inventory, revenues recognition, deferred tax and uncertain tax positions. While the Company believes that the estimates and assumptions used in the preparation of the consolidated financial statements are appropriate, actual results could differ from those estimates.

~~NOTE~~● ~~3. DISCONTINUED OPERATIONS (Continued)~~Reclassification

~~The~~Certain ~~following~~prior year ~~table~~balances ~~presents~~were reclassified to conform to the ~~components~~current year’s presentation with consideration of reflecting the acquisition transaction ~~discontinued~~by ~~operations~~entering ininto ~~relation~~and toexecuting ~~Jiarun~~four ~~Hospital~~agreements with Yongzhou Jumi Intelligent Technology Co., Ltd. (“Yongzhou JIT”) and Guangzhou Jumi Intelligent Equipment Co., Ltd. (“Guangzhou JIE”). None of these reclassifications had an impact on reported infinancial position ~~the~~or ~~consolidated~~cash ~~statements~~flows for any of ~~operations:~~the periods presented.

	For The Year Ended December 31,
	2022			2021
Net sales		15,619,411			44,391,171
Operating costs and expenses		12,023,149			40,184,262
Income from operations before other loss and income taxes		3,596,262			4,206,909
Other income (loss)		(36,061,556	)		266,957
Income (loss) from operations before income taxes		(32,465,294	)		4,473,866
Income taxes		928,376			1,181,120
Net income (loss) from discontinued operations		(33,393,670	)		3,292,746

●

Cash

~~The~~Cash ~~following~~consists of ~~table~~cash ~~presents~~on ~~the~~hand ~~major~~and ~~classes of~~deposits ~~assets~~in financial institutions which is readily available in checking and ~~liabilities~~saving ofaccounts. ~~discontinued~~The ~~operations~~Company ~~of Jiarun~~maintains cash ~~hospital~~with ~~reported~~various financial institutions in the ~~consolidated~~PRC ~~balance~~and ~~sheets:~~are uninsured. The Company has not experienced any losses in bank account and believes it is not exposed to any risk on its cash held in bank accounts.

	December 31
	2022		2021
Cash and cash equivalents	$	-	$	826,124
Accounts receivable, net		-		7,544,033
Inventories		-		1,771,158
Other receivables		-		83,685
Prepayments		-		2,812,156
Amount due from related parties		-		337,597
Deferred expenses		-		461,331
Current assets of discontinued operations		-		13,836,084
Construction in progress		-		3,240,774
Property and equipment, net		-		33,162,817
Long term deferred expenses		-		2,117,763
Deposits for capital leases		-		967,950
Right-of-use assets		-		22,337,517
Non-current assets of discontinued operations		-		61,826,821
Accounts payable	$	-	$	12,366,017
Notes payable		-		629,050
Deposits received		-		3,894
Amount due to related parties		-		(1,455,677	)
Other payable		-		68,425
Deferred tax payable		-		308,491
Tax payable		-		420,796
Payroll payable		-		1,058,618
Lease liabilities - current		-		2,676,956
Current liabilities of discontinued operations		-		16,076,570
Lease liabilities – non-current		-		20,380,899
Deferred tax payable		-		3,993,209
Other capital lease payable		-		616,955
Non-current liabilities of discontinued operations		-		24,991,063

●

Accounts Receivable

Accounts receivable is arisen from revenues from contracts with customers and reported at its original amount less an allowance for expected credit losses. Accounts receivables original amount recorded at the invoiced amount with no interest bearing, due various in contractual payment terms, generally 30 to 90 days from delivery. Credit is granted based on management’s evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of each period, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for any estimated credit losses resulting from the inability of its customers to make required payments. Account balances are charged off against the allowance for credit losses after all means of collection have been exhausted and the potential for recovery is considered remote.

●

Advances To Suppliers

Advances to suppliers consist of prepayments to our vendors, such as outsource service, marketing promotion, parties. We typically receive products from vendors within three to nine months after making prepayments. We continuously monitor delivery from, and payments to, our vendors while maintaining a provision for estimated credit losses based upon historical experience and any specific supplier issues, such as discontinuing of inventory supply, that have been identified. If we have difficulty receiving products from a vendor, we take the following steps: cease purchasing products from such vendor, ask for return of our prepayment promptly, and if necessary, take legal action. If all of these steps are unsuccessful, management then determines whether the prepayments should be reserved or written off. As of December 31, 2023 and 2022, the balance allowance for doubtful accounts was $0 and $0, respectively.

●

Inventories

Inventories consist of raw material and parts, work-in-progressing, and finished goods of the Company’s product, such as intelligence medicine or goods vending machine, health micro-consulting room. Inventories are stated at the lower of cost and net realizable value. Cost is determined using weighted average method. Net realizable value equal to the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company carries out physical inventory counts from time to time and at least once within a fiscal year. The Company reviews historical sales activity quarterly to determine excessive, slow moving items, and items that damage, physical deterioration, obsolescence to determine if evidence exists that the net realizable value of inventory is lower than its cost, if any, the difference shall be recognized as a loss in earnings in the period in which it occurs.

F-13

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~(AMOUNTS~~● INEquipment ~~USD)~~and Vehicles

~~NOTE~~Equipment 4and vehicles are stated at cost less accumulated depreciation and impairment, if any. ~~PROPERTY~~Depreciation ~~AND~~is ~~EQUIPMENT~~calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

At December 31, 2022 and 2021, property and equipment, at cost, consist of:

Items	Expected useful lives	Residual value
Production line and equipment	3-10 years		0	%
Office equipment	2-5 years		0	%
Vehicle	3-5 years		0	%

	December 31
	2022			2021
Transportation equipment	$	43,873		$	-
Office equipment and others		771			-
Total fixed assets at cost		44,644			-
Accumulated depreciation		(5,655	)		-
Total fixed assets, net	$	38,989		$	-

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

~~The~~● ~~Company~~Intangible ~~recorded depreciation expense of $5,796 and $nil for the years ended December 31, 2022 and 2021, respectively.~~Assets

~~NOTE~~Intangible assets 5consist primarily of patent of patents of utility model and copyrights of software. ~~RIGHT~~Intangible assets are stated at cost less accumulated amortization and impairment, if any. Intangible assets are amortized using the straight-~~OF-USE~~line ~~ASSETS~~method ~~AND~~with ~~LEASE~~the ~~LIABILITIES~~following estimated useful lives:

On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 842, “Leases” (“new lease standard”). The new lease standard was adopted using the optional transition method approach that allows for the cumulative effect adjustment to be recorded without restating prior periods. The Company has elected the practical expedient package related to the identification, classification and accounting for initial direct costs whereby prior conclusions do not have to be reassessed for leases that commenced before the effective date. As the Company will not reassess such conclusions, the Company has not adopted the practical expedient to use hindsight to determine the likelihood of whether a lease will be extended or terminated or whether a purchase option will be exercised.

		Expected useful lives
Utility model		10 years
Copyright		10 years

~~Operating~~● ~~lease~~Impairment of Long-lived Assets

In ~~March~~accordance with ~~2022~~the ~~Laidian~~provisions ~~leased~~of ~~office~~Accounting ~~space~~Standard ~~under~~Codification (“ASC “) Topic 360, “Impairment or Disposal of Long-Lived ~~non~~Assets”, all long-~~cancellable~~lived ~~operating~~assets ~~lease~~such ~~agreements.~~as ~~Under~~property, ~~terms~~plant ofand equipment held and used by the ~~lease~~Company ~~agreement,~~are ~~from~~reviewed ~~April~~for ~~2022,~~impairment whenever ~~Laidian~~events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is ~~committed~~evaluated by a comparison of the carrying amount of an asset to ~~make~~its ~~lease~~estimated ~~payments~~future undiscounted cash flows expected ofto ~~approximately~~be ~~$1,528 per~~generated ~~month~~by ~~for 23~~the ~~months~~asset. ~~This~~If ~~office~~such assets are considered to be impaired, the impairment to be recognized is ~~used~~measured asby ~~office~~the ~~for~~amount by ~~Laidian~~which the carrying amounts of the assets exceed the fair value of the assets.

~~The~~● Company’s adoption of the new lease standard included new processes and controls regarding asset financing transactions, financial reporting and a system-related implementation required for the new lease standard. The Company’s accounting for finance leases (formerly referred to as capital leases prior to the adoption of the new lease standard) remained substantially unchanged. The impact of the adoption of the new lease standard included the recognition of right-of-use (“ROU”) assets and lease liabilities. The adoption of the new lease standard resulted in additional net lease assets and net lease liabilities of $18,138 and $18,138, respectively, as of December 31, 2022. Leases

AsThe ~~of December 31, 2022, the~~ Company stated ~~has~~lease ~~the~~transactions ~~following amounts~~in ~~recorded~~accordance onwith the ~~Company’s~~FASB ~~consolidated~~ASC ~~balance~~Topic ~~sheet:~~ 842 Leases.

	December 31, 2022
Assets
Right-of-use assets	$	18,138
Total	$	18,138
Liabilities
Lease liabilities- Current		16,708
Lease liabilities- Non-current		1,430
Total	$	18,138

Identify a lease

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset.

Lease classification

Lease classification for leases under which the Company is a lessor is evaluated at lease commencement and leases not classified as sales-type leases or direct financing leases are classified as operating leases. Leases qualify as sales-type leases if the contract includes either transfer of ownership clauses, certain purchase options, a lease term representing a major part of the economic life of the asset, or the present value of the lease payments and residual guarantees provided by the lessee exceeds substantially all of the fair value of the asset. Additionally, leasing an asset so specialized that it is not deemed to have any value to the Company at the end of the lease term may also result in classification as a sales-type lease. Leases qualify as direct financing leases when the present value of the lease payments and residual value guarantees provided by the lessee and unrelated third parties exceeds substantially all of the fair value of the asset and collection of the payments is probable. There are not leases under which the Company is a lessor during the fiscal years of the accompanying financial statements.

F-14

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~(AMOUNTS~~Lease INclassification for ~~USD)~~leases under which the Company is a lessee is evaluated at lease commencement as finance or operating leases. Leases qualify as finance leases if the lease transfers ownership of the asset at the end of the lease term, the lease grants an option to purchase the asset that the Company is reasonably certain to exercise, the lease term is for a major part of the remaining economic life of the asset, or the present value of the lease payments exceeds substantially all of the fair value of the asset. Leases that do not qualify as finance leases are deemed to be operating leases.

~~NOTE~~In 5accordance with the FASB ASC Topic 842, the Company recognizes a right-of-use asset and a lease liability at the commencement date of the of the lease and recognizes in profit or loss the lease cost or expense during the lease term. ~~RIGHT~~As an accounting policy, the Company elect not to recognize a right-OFof-~~USE~~use ~~ASSETS~~asset ~~AND~~and ~~LEASE~~a ~~LIABILITIES~~lease ~~(Continued)~~liability to a short-term lease which with a term of 12 months or less, instead, recognizes the lease payments in profit or loss on a straight-line basis over the lease term. Variable lease payments recorded in earnings in the period in which the obligation for those payments is incurred. The Company generally uses an incremental borrowing rate as discount rate to measure its lease liabilities, as the rate implicit in the lease is typically not readily determinable. Certain lease agreements include renewal options that are under the Company’s control. The Company includes optional renewal periods in the lease term only when it is reasonably certain that the Company will exercise its option.

~~Future annual minimum lease payments, for non~~Right-~~cancellable~~of-use ~~operating leases are as follows:~~assets

Year ending December 31,	Amount
2022	$	-
2023		16,708
2024		1,430
Total	$	18,138

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received.

~~The Company has recorded operating lease expense~~Lease ~~of $14,712 and $ 1,155,662 ($nil for the Company, $ 1,155,662 for discontinued operations) for the years ended December 31 2022 and 2021, respectively.~~liabilities

~~NOTE~~Lease 6liability is initially measured at the present value of the outstanding lease payments at the commencement date, discounted using the Company’s incremental borrowing rate. ~~DERIVATIVE~~Lease ~~FINANCIAL~~payments ~~INSTRUMENTS~~included in the measurement of the lease liability comprise fixed lease payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee and any exercise price under a purchase option that the Company is reasonably certain to exercise. Lease liability is measured at amortized cost using the effective interest rate method. It is re-measured when there is a change in future lease payments, if there is a change in the estimate of the amount expected to be payable under a residual value guarantee, or if there is any change in the Company assessment of option purchases, contract extensions or termination options.

~~The~~● ~~Company~~Revenue has adopted the provisions of ASC subtopic 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.Recognition

~~Warrant~~The ~~liability~~Company adopted –ASC InTopic ~~2019~~606, ~~the~~Revenues ~~Company issued~~from aContract ~~common~~with ~~stock~~Customers ~~purchase warrant~~ (~~the~~ “~~warrant~~ASC 606”) tofor ~~purchase 21,000 shares~~all ofperiods ~~the~~presented. ~~registrant’s~~Under ~~common~~ASC 606, ~~stock~~revenue tois ~~Auctus~~recognized ~~Fund,~~when ~~LLC.~~control ~~The~~of ~~warrant~~the ~~contains~~promised ~~certain~~goods ~~reset~~and ~~provisions.~~services ~~The~~is ~~accounting~~transferred ~~treatment~~to ofthe ~~derivative~~Company’s ~~financial~~customers ~~instruments requires~~and ~~that~~ the ~~Company~~performance obligation ~~record~~was ~~fair~~satisfied, ~~value~~in ofan ~~the~~amount ~~derivative~~that asreflects of the ~~inception~~consideration ~~date~~that ~~(issuance~~the ~~date)~~Company ~~and~~expects to ~~record~~be ~~changes~~entitled to in ~~fair~~exchange ~~value~~for those asgoods ofand ~~each~~services ~~subsequent reporting date~~transferred. AsThe ofCompany ~~the~~determines ~~date~~revenue ofrecognition ~~filling~~through ~~this~~the ~~report,~~following ~~there were no outstanding warrants.~~steps:

~~NOTE 7.~~● ~~REVENUE~~Identify the contract with a customer;

	For the Year Ended December 31,
	2022		2021
Consultation	$	89,166	$	-
Total Revenue	$	89,166	$	-

	●	Identify the performance obligations in the contract;

~~The~~● ~~Company’s~~Determine ~~revenue for~~ the ~~year~~transaction ~~ended December 31, 2022 derived from its provision to a customer of consulting services as well as plans and designs for charging piles.~~price;

	●	Allocate the transaction price to the performance obligations in the contract; and

●

Recognize revenue when (or as) the entity satisfies a performance obligation.

F-15

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~(AMOUNTS~~The INtransaction price ~~USD)~~is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized as revenues when that performance obligation is satisfied by the control of the promised goods and services is transferred to the customers, which at a point in time or over time as appropriate.

~~NOTE~~The 8.Company’s ~~INCOME~~revenues ~~TAX~~consist ~~EXPENSE~~primary of sales of machine, design and development software systems for customers base on the Company’s intelligent and communication technology, system installation and maintenances services.

The Company determined ~~uses~~for each performance obligation identified at contract inception whether it satisfies the ~~asset-liability~~performance ~~method~~obligation ofover time ~~accounting~~or ~~for~~satisfies ~~income~~the ~~taxes~~performance ~~prescribed~~obligation byat ~~ASC~~a ~~740~~point ~~Income~~in ~~Taxes~~time. ~~The~~If ~~Company~~an ~~and~~entity ~~its~~does ~~subsidiaries~~not ~~each~~satisfy ~~file~~a ~~their~~performance ~~taxes~~obligation ~~individually~~over time, the performance obligation is satisfied at a point in time.

~~United~~The ~~States~~Company recognizes revenues from sales of machine at the point in time when the Company has transferred physical possession of the goods to the customer and the customer has accepted the goods, therefore, indicating as control of the goods has been transferred to the customer.

~~JRSS~~The Company isdetermined ~~subject~~each toperformance ~~the~~obligation ~~United~~identified ~~States~~from contract with customer of ~~America~~design and development software systems and ~~tax~~contracts ~~law~~from system installment and maintenance at ~~tax~~the ~~rate~~inception of ~~21%.~~each Nocontract ~~provision~~whether ~~for~~it ~~the~~satisfied USover ~~federal~~time ~~income~~of ~~taxes~~at ~~has~~point ~~been~~in ~~made~~time. During as the ~~Company~~years ~~had~~ended noDecember US31, ~~taxable~~2023 ~~income~~and ~~for~~2022, all the ~~periods~~ ~~presented,~~performance ~~and its~~obligation ~~earnings~~identified from the contracts are ~~planned~~satisfied toat bepoint in ~~reinvested~~time ~~indefinitely~~and ~~into~~its ~~the~~related ~~operations~~revenues ofare ~~the~~recognized ~~Company~~at point in ~~the PRC~~time.

~~The~~● ~~following~~Contract ~~table shows the components of the provision for US income tax recorded for 2022:~~Balances

	Amounts
Income before income tax	$	619,840
Tax rate at 21%		130,166
Non-taxable income		(130,166	)
Income tax expense	$	-

When a contract with customers has performed, the Company presents the contract in the consolidated balance sheet as a contract asset or a contract liability, depending on the relationship between the Company’s performance and the customer’s payment.

~~BVI~~Contract assets or accounts receivable

~~JHCL~~A ~~was~~contract ~~incorporated~~asset is the Company’s right to consideration in exchange for goods or services that the ~~BVI~~Company ~~and,~~has ~~under~~transferred to a customer. A receivable is recorded when the Company has an unconditional right ~~current~~to ~~laws~~consideration. ofA right to consideration is unconditional if only the ~~BVI,~~passage itof time is required before payment of that consideration is due. The Company does not ~~subject~~have tomaterial ~~income~~contract ~~tax~~assets.

~~Hong Kong~~Contract liabilities

~~Runteng was~~The contract ~~incorporated~~liability inrepresents ~~Hong~~the ~~Kong~~billings ~~and is~~or ~~subject~~cash toreceived ~~Hong~~for ~~Kong~~goods ~~profits~~or ~~tax.~~services ~~Runteng~~in isadvance ~~subject~~of torevenue ~~Hong~~recognition ~~Kong~~which ~~taxation~~is onrecognized as ~~its~~revenue ~~activities~~when ~~conducted~~all inof ~~Hong~~the ~~Kong~~Company’s ~~and~~revenue ~~income~~recognition ~~arising in~~criteria orare ~~derived~~met. ~~from~~The ~~Hong~~Company ~~Kong. The~~presents ~~applicable~~contract ~~statutory~~liabilities ~~tax~~in ~~rate~~its isfinancial statements 16as advances from customers.~~5%.~~

~~The~~● ~~following~~Cost ~~table shows the components~~ of ~~the provision for Hong Kong income tax recorded for 2022:~~Revenue

	Amounts
Loss before income tax	$	(49,987	)
Tax rate at 16.5%		(8,248	)
Allowance on tax losses		8,248
Income tax expense	$	-

Cost of revenue consists primarily of material costs, direct labor, depreciation, and manufacturing overhead, which are directly attributable to the manufacture of products and other costs directly related to rendering of services or projects performance.

~~PRC~~● Advertising Expenses

~~Corporate~~The ~~Income~~Company expenses ~~Tax~~advertising ~~(CIT)~~costs isas ~~determined~~incurred ~~under the~~and ~~Provisional~~includes ~~Regulations~~it ofin ~~PRC~~selling ~~Concerning~~expenses. ~~Income~~The ~~Tax~~Company onrecorded ~~Enterprises~~$82,318 ~~promulgated~~and by$583 ~~the~~of ~~PRC,~~advertising ~~income~~and promotional ~~tax~~expenses isfor ~~payable~~the byyears ~~enterprises~~ended ~~at a~~December ~~rate~~31, of2023 ~~25%~~and of2022, ~~their taxable income~~respectively.

~~The~~● ~~following~~Research ~~table~~and ~~shows~~Development ~~the components of the allowance for PRC income tax recorded for 2022:~~Expenses

	Amounts
Loss before income tax	$	(34,738	)
Tax rate at 25%		(8,685	)
Allowance on tax losses		8,685
Income tax expense	$	-

Research and development expenses consist primarily of salary and welfare for research and development department personnel and materials used for research. The Company stated $189,266 and $283,043 as research and development expenses for the years ended December 31, 2023 and 2022, respectively.

F-16

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~(AMOUNTS~~● INComprehensive ~~USD)~~Income

~~NOTE~~ASC Topic 9220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. ~~RELATED~~Comprehensive ~~PARTY~~income ~~TRANSACTIONS~~as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statement of stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

~~The~~● ~~following~~Income ~~is the list of the related parties with which the Company had transactions:~~Taxes

~~Amount~~Income ~~due~~taxes are ~~from~~determined ~~related~~in ~~parties~~accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

~~Amount~~ASC ~~due~~740 ~~from~~prescribes a ~~related~~comprehensive ~~parties~~model ~~consisted~~for ofhow companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements ~~following~~when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the ~~periods~~tax ~~indicated:~~authority assuming full knowledge of the position and relevant facts.

	December 31,
Name of related parties	2022		2021
Zhuowei Zhong	$	854	$	-
	$	854	$	-

For the years ended December 31, 2023 and 2022, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2023, the Company did not have any significant unrecognized uncertain tax positions.

~~Amounts~~The ~~due~~Company conducts ~~from Zhuowei Zhong,~~ the ~~Chairman~~majority of ~~the~~ ~~Company,~~its ~~represented~~businesses ~~excess~~in ~~reimbursement~~the byPRC ~~the~~and ~~Company~~is ofsubject ~~amounts~~to ~~paid~~tax byin Mrthis jurisdiction. ~~Zhong~~As ~~for~~a ~~the~~result ~~daily~~of ~~operation~~its ofbusiness activities, the Company. ~~The excess~~files ~~has~~tax ~~been~~returns ~~repaid~~that inare ~~2023~~subject to examination by a foreign tax authority.

~~Amount~~● ~~due~~Value toAdded ~~related parties~~Tax

~~Amount~~Sales revenue ~~due~~represents the invoiced value of goods, net of Value-Added Tax (“VAT”). All of the Company’s goods or services are sold in the PRC and are subject to ~~related~~a ~~parties~~VAT ~~consisted~~on the gross sales price. The VAT rates range from 6% to 13%, depending on the type of goods or services sold. The VAT may be offset by qualified VAT paid by the Company on raw materials and other materials ~~following~~included asin the cost of producing or acquiring its finished products. The Company’s subsidiaries in PRC were required to file VAT tax return each month. The Company recorded a VAT payable net of payments if VAT payable on the ~~periods~~gross ~~indicated:~~sales is larger than VAT paid by the Company on purchase of materials or finished goods, on the contrary, the Company recorded VAT deductible, VAT deductible can be used to deducted VAT payable in the future.

	December 31,
Name of related parties	2022		2021
Harbin Jiarun Hospital Co., Ltd.	$	-	$	1,456,919
	$	-	$	1,456,919

●

Income (Loss) Per Share

~~Amounts~~The ~~due~~Company calculates toincome ~~Harbin~~(loss) ~~Jiarun~~per ~~Hospital~~share ~~Co.~~in accordance with ASC Topic 260, ~~Ltd~~“Earnings per Share.” Basic income (loss) per share is computed by dividing the net income (~~“Jiarun”~~loss) ~~represented~~attributable to the ~~operating~~holders ~~expenses~~of ~~paid~~common shares by ~~Jiarun~~the onweighted-average ~~behalf~~number of common shares outstanding during the ~~Company~~period. Diluted income (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

~~Related~~● ~~parties’~~Foreign ~~transactions~~Currencies Translation

~~Related~~The ~~party~~reporting currency ~~transaction~~of ~~consisted~~the Company is the United States Dollar (“US$”). The Company’s subsidiaries in the PRC maintain their books and records in their local currency, the Renminbi Yuan (“RMB”), which is the functional currency as being the primary currency of the ~~following:~~economic environment in which these entities operate.

	For The Year Ended
	December 31,
	2022		2021
Stock-based compensation paid to:
Zhong Zhuowei (#1)	$	245,465	$	-

(#1) Zhong Zhuowei is the majority shareholder of JRSIS, holding 80.7% and 0% of the Company’s issued and outstanding common stock as of December 31, 2022 and 2021, respectively. On May 5, 2022, the Company issued 39,130,000 shares of its common stock to Zhong Zhuowei under the “Agreement on the establishment of Laidian technology (Zhongshan) Co., Ltd.” in compensation for his undertaking to provide management services and financing in connection with the initiation of operations of Laidian. These shares had a negotiated value of $1,056,510. $74,652 of that sum was treated as reimbursement for Mr. Zhong’s contribution of Laidian’s paid-in capital. The remaining $981,858 was classified as share-based compensation and capitalized as a deferred expense to be amortized over the three years commencing in April of 2022. For the year ended December 31, 2022, the Company recorded $245,465 compensation expenses by reason of the amortization of the deferred expense.

F-17

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~(AMOUNTS~~Transactions denominated INin ~~USD)~~currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

~~NOTE~~In 10general, for consolidation and reporting purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date, equity accounts are translated at its historical rates; Revenues and expenses are translated at average rates prevailing during the period. ~~BASIC~~The ~~AND~~gains ~~DILUTED~~and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a ~~EARNINGS~~separate ~~PER~~component ~~SHARE~~of accumulated other comprehensive income within the statement of stockholders’ equity.

~~Basic net income per share is computed using the~~Translation ~~weighted average number~~ of ~~common~~amounts ~~shares~~from ~~outstanding~~RMB ~~during~~into ~~the~~US$ ~~period.~~has ~~Diluted~~been ~~net~~made ~~income~~at ~~per share is computed using~~ the ~~weighted~~following ~~average number~~exchange ofrates ~~common~~for ~~shares and, if dilutive, potential common shares outstanding during~~ the ~~period.~~respective Potential common shares comprise shares issuable upon the exercise of share-based awards, using the treasury stock method. The reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for income from continuing operations is shown as followsyears:

	For The Year Ended December 31,
	2023			2022
	2022			2021
Year-end RMB:US$1 exchange rate		7.0999			6.8972
Numerator:
Annual average RMB:US$1 exchange rate		7.0809			6.7290
Net income (loss) available to common stockholders	$	(33,721,300	)	$	3,188,945
Net loss from continued operations		(327,630	)		(103,801	)
Net income (loss) from discontinued operations		(33,393,670	)		3,292,746
Denominator:
Basic weighted-average number of shares outstanding		44,885,402			18,451,588
Diluted weighted-average number of shares outstanding		44,885,402			18,661,588
Net income(loss) per share:
Net income (loss) per share of common stock
Basic EPS		(0.7513	)		0.1728
Diluted EPS		(0.7513	)		0.1709
Net loss from continuing operations per share of common stock
Basic EPS		(0.0073	)		(0.0056	)
Diluted EPS		(0.0073	)		(0.0056	)
Net income (loss) from discontinuing operations per share of common stock
Basic EPS	$	(0.7440	)	$	0.1785
Diluted EPS	$	(0.7440	)	$	0.1764

~~The~~● ~~dilutive~~Related ~~earnings per share will not be computed if the effect would be anti-dilutive.~~Parties

~~NOTE~~The Company 11adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. ~~CONTINGENCIES~~Related parties ~~AND~~include: ~~COMMITMENT~~(a) Affiliates of the entity, who directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with an entity; (b) Entities for which investments in their equity securities would be required to be accounted for by the equity method by the investing entity; (c) Trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) Principal owners, who record or known beneficial owners of more than 10 percent of the voting interests, of the entity and members of their immediate families; (e) Management of the entity and members of their immediate families; (f) Other parties with which the entity may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The Company disclose all material related party transactions.

~~Certain~~● ~~conditions~~Segment may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. There was no contingency of this type as of December 31, 2022 and 2021.Reporting

IfASC Topic ~~the~~280, ~~assessment~~“Segment ofReporting” aestablishes ~~contingency~~standards ~~indicates~~for ~~that it~~reporting isinformation ~~probable~~about ~~that~~operating segments on a basis ~~material~~consistent ~~loss~~with ~~has~~the ~~been~~Company’s ~~incurred~~internal ~~and~~organization ~~the~~structure ~~amount~~as ofwell ~~the~~as ~~liability~~information ~~can~~about begeographical ~~estimated~~areas, ~~then~~business segments ~~the~~and ~~estimated~~major ~~liability~~customers ~~would be~~in ~~accrued~~financial instatements. ~~the~~The Company’s ~~financial~~chief ~~statements.~~operating Ifdecision maker has been identified as the CEO ~~assessment~~who ~~indicates~~reviews ~~that~~consolidated aresults ~~potential~~of ~~material~~the ~~loss~~Company ~~contingency~~when ismaking ~~not probable~~decisions ~~but~~about isallocating ~~reasonably~~resources ~~possible,~~and orassessing performance. The Company is ~~probable~~domiciled ~~but~~in ~~cannot~~the beUnited ~~estimated,~~States ~~then~~while ~~the~~its ~~nature~~mainly ofbusiness ~~the~~operation ~~contingent~~is ~~liability,~~within ~~together~~the ~~with an~~PRC ~~estimate~~and earns majority of the ~~range~~revenues from ofexternal ~~possible~~customers ~~loss~~attributed iffrom ~~determinable~~the ~~and~~PRC. ~~material~~As ~~would~~a bewhole ~~disclosed.~~and ~~There~~hence, ~~was~~the noCompany ~~contingency~~has ofonly ~~this~~one ~~type~~operating assegment offor the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively.

~~Loss~~● ~~contingencies~~Fair ~~considered~~Value ~~to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.~~Measurement

The Company follows the guidance of the FASB ASC Topic 820-10, “Fair Value Measurements” (“ASC 820”), to address fair value measurement with respect to financial assets and liabilities. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

F-18

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~(AMOUNTS~~ASC IN820 ~~USD)~~also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are:

NOTE 12. COMMON STOCK

	Level 1: Observable inputs that reflect unadjusted quoted prices for identical instruments traded in active markets;

	Level 2:	Include other observable inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, other observable inputs other than quoted price and market corroborated inputs; and

	Level 3:	Unobservable inputs that are supported by little or no market activity.

OnASC 820 ~~March~~describes ~~17,~~three ~~2022,~~main ~~the~~approaches ~~company~~to ~~entered~~measuring ~~into an Agreement on~~ the ~~Establishment~~fair value of ~~Laidian~~assets ~~Technology~~and liabilities: (~~Zhongshan~~1) ~~Co.,~~market ~~Ltd.~~approach; (~~“Laidian”~~2) ~~with~~income ~~Zhong~~approach; and ~~Zhuowei~~(3) cost approach. The ~~agreement~~market ~~contains a~~approach ~~covenant~~uses byprices ~~Zhong~~and ~~Zhuowei~~other torelevant ~~fund~~information ~~the~~generated ~~operations~~from ofmarket ~~Laidian~~transactions ~~which~~involving identical isor ~~100%~~comparable ~~owned~~assets byor ~~Runteng~~liabilities. ~~Medical,~~The inincome ~~consideration~~approach ofuses ~~Mr.~~valuation ~~Zhong’s financial~~techniques ~~commitment and commitment~~ to ~~provide~~convert ~~management~~future ~~services,~~amounts ~~the company agreed~~ to ~~issue~~a ~~39,130,000 shares of its common stock~~single topresent ~~Zhong~~value ~~Zhuowei upon the initiation of operations of Laidian~~amount. OnThe ~~May~~measurement 5,is ~~2022,~~based on the ~~company~~value ~~issued~~indicated ~~39,130,000~~by ~~shares~~current ofmarket ~~its~~expectations ~~common~~about ~~stock to~~those ~~Zhong~~future ~~Zhuowei~~amounts. AsThe cost ~~Mr.~~approach ~~Zhong~~is ~~had~~based ~~previously~~on ~~acquired~~the ~~8,000,000~~amount ~~shares~~that inwould ~~private~~currently ~~transactions,~~be herequired ~~owned~~to ~~47,130,000~~replace ~~shares~~an ~~(80~~asset.~~7%) of the Company’s common stock as on May 5, 2022.~~

OnThe ~~May~~Company’s financial 17instruments include cash and cash equivalents, ~~2022~~accounts receivable, ~~the~~advance ~~Company~~to ~~issued~~suppliers, aprepaid ~~total~~expenses ~~of 6~~and other current assets,~~000~~ bank loans,~~000 share of~~ ~~common~~accounts ~~stock~~payable, ~~for~~amount ~~US$60~~due from/to related parties,~~000 at~~ ~~US$0~~and accrued expenses and other current liabilities.~~01 per~~ ~~share~~The carrying values of these financial instruments approximate their fair values due to ~~six~~their ~~non~~short-USterm ~~shareholders~~maturities. The carrying amount of the long-term borrowing approximates its fair values since it bears an interest rate which approximates market interest rate.

On● ~~April~~Recent ~~28,~~Accounting 2022, Runteng entered into an agreement regarding a transfer of Harbin Jiarun Hospital Co., Ltd.’s Equity (the “Transfer Agreement”) with Zhang Junsheng. Pursuant to the Transfer Agreement, Runteng transferred to Mr. Zhang equity in Harbin Jiarun Hospital Co., Ltd. (“Jiarun Hospital”) representing 70% of the total equity in Jiarun Hospital and Mr. Zhang transferred to Runteng 5,392,000 shares of the Company’s common stock. On May 27, 2022, the Company cancelled 5,392,000 shares of its common stock from Zhang Junsheng. Since this transaction required certain authoritative approval before effective, the publication of these transactions was delayed so as to obtain all parties’ consent and advance authoritative approval. As of May 27, 2022, the issued share balance of the Company was 58,366,569, the balance of the number of shares of Mr. Zhang and Mr. Zhong were nil (0%) and 47,130,000 (80.7%), respectively.Pronouncements

~~There~~In ~~were 58,366,569 and 18,628,569 shares~~November of2023, ~~common~~the ~~stock~~Financial Accounting Standards Board (“FASB”) issued a new standard to improve reportable segment disclosures. The guidance expands the disclosures required for reportable segments in our annual and ~~outstanding~~interim atconsolidated ~~December~~financial 31statements, ~~2022~~primarily through enhanced disclosures about significant segment expenses. The standard will be effective for us beginning with our annual reporting for fiscal year 2025 and ~~2021~~interim ~~respectively~~periods thereafter, with early adoption permitted. We are currently evaluating the impact of this standard on our segment disclosures.

~~NOTE~~In 13December 2023, the FASB issued a new standard to improve income tax disclosures. ~~GOING~~ ~~CONCERN~~The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard will be effective for us beginning with our annual reporting for fiscal year 2026, with early adoption permitted. We are currently evaluating the impact of this standard on our income tax disclosures.

AsThe ~~reflected in the accompanying consolidated~~Company ~~financial~~does ~~statements,~~not ~~the~~believe ~~Company~~other ~~had~~recently aissued ~~substantial~~but ~~loss~~not ofyet ~~$33,701,300~~effective ~~and~~accounting ~~a $23~~standards,~~705,746~~ ~~negative~~if ~~retained~~currently ~~earnings or accumulated deficit as of December 31~~adopted, ~~2022.~~would ~~These~~have ~~factors raised substantial doubt about its ability to continue as~~ a ~~going~~material ~~concern. In view of the matter~~effect ~~described~~on ~~above, recoverability of a major portion of~~ the ~~recorded~~consolidated ~~asset amounts shown in the accompanying~~ balance ~~sheet~~sheets, isconsolidated ~~dependent upon~~statements ~~continued operations~~ of ~~the~~income ~~Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing~~ and ~~succeed~~consolidated ~~in its future operations. The financial~~ statements ~~do not include any adjustments relating to the recoverability and classification~~ of ~~recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern~~cashflows.

To continue as a going concern, the Company is actively pursuing additional funding and strategic partners to enable it to implement its business plan. In addition, the Company is also working to devote more efforts to improve its operation and generate more profits. The Company may also consider raise fund through private placement from current shareholders. Besides, the major shareholder will continuously provide financial support to the Company. Management believes that these actions will allow the Company to continue its operations through the next fiscal year.

NOTE 14. SUBSEQUENT EVENTS

The Management of the Company has determined that there were no material subsequent events required to be disclosed or because of which adjustments are needed.

F-19

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

VARIABLE INTEREST ENTITY AND OTHER CONSOLIDATION MATTERS

On November 30, 2023, the Company and Yongzhou JIT closed a reverse acquisition and then, Laidian, an indirectly wholly-owned subsidiary of JRSIS, entered into four agreements with Yongzhou JIT and Guangzhou JIE (the “Management Agreements”). The key terms of these Management Agreements are summarized in Note 1 - Organization and Business Background of previous notes to these financial statements.

In accordance with FASB ASC 810, Variable Interest Entity (“VIE”) is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. Laidian is deemed to have a controlling financial interest and be the primary beneficiary of Yongzhou JIT under the term of Management Agreements, because it has both of the following characteristics:

power to direct activities of Yongzhou JIT that most significantly impact its economic performance, and

obligation to absorb losses of the entity that could potentially be significant to Yongzhou JIT or right to receive benefits from the entity that could potentially be significant to Yongzhou JIT.

In addition, as all of these Management Agreements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC, they would be interpreted in accordance with PRC law and 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 United States. As a result, uncertainties in the PRC legal system could further limit the Company’s ability to enforce these Management Agreements. Furthermore, these contracts may not be enforceable in China if PRC government authorities or courts take a view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event the Company is unable to enforce these Management Agreements, it may not be able to exert effective control over Yongzhou JIT and its ability to conduct its business may be materially and adversely affected.

All of the Company’s main current operations are conducted through Yongzhou JIT. Current regulations in China permit Yongzhou JIT to pay dividends to the Company only out of its accumulated distributable profits, if any, determined in accordance with their articles of association and PRC accounting standards and regulations. The ability of Yongzhou JIT to make dividends and other payments to the Company may be restricted by factors including changes in applicable foreign exchange and other laws and regulations.

In the opinion of management, (i) the corporate structure of the Company is in compliance with existing PRC laws and regulations; (ii) the Management Arrangements are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations of Laidian and the VIE are in compliance with existing PRC laws and regulations in all material respects.

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of its management. If the current corporate structure of the Company or the Management Arrangements is found to be in violation of any existing or future PRC laws and regulations, the Company may be required to restructure its corporate structure and operations in the PRC to comply with changing and new PRC laws and regulations. In the opinion of management, the likelihood of loss in respect of the Company’s current corporate structure or the Management Arrangements is remote based on current facts and circumstances.

F-20

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The carrying amount of the major classes of assets and liabilities of VIE in the PRC are included in the consolidated financial statements as of December 31, 2023 and 2022 consist of the following:

	As of December 31,
	2023		2022
Current assets:
Cash	$	108,958	$	158,813
Accounts receivable, net		714,658		683,452
Accounts receivable, net - related parties		121,086		187,794
Advances to suppliers		345,961		46,954
Amount due from related parties		1,620		-
Inventories		455,240		562,015
Prepayments and other receivables		77,211		24,600
Total current assets		1,824,734		1,663,628

Non-current assets:
Deferred tax assets		-		4,576
Property, plant and equipment, net		50,025		62,223
Intangible assets, net		257,334		303,195
Right of use assets		3,277		7,686
Total assets from VIE		2,135,370		2,041,308

Current liabilities:
Short-term loans		983,007		1,575,780
Long-term loans due within one year		18,713		49,709
Accounts payable, trade		540,086		272,243
Accounts payable, trade-related parties		261,200		3,625
Advances from customers		218,313		10,130
Amount due to related parties		5,761		-
Taxes payable		18,845		73,301
Other payables and accrued liabilities		221,869		110,109
Finance lease liabilities, current		-		5,930
Operating lease liabilities, current		3,277		6,589
Total current liabilities		2,271,071		2,107,416
Non-current liabilities
Long-term loans - noncurrent portion		24,950		-
Operating lease liabilities, non-current		-		2,235
Total liabilities		2,296,021		2,109,651

The summarized operating results of the VIE in the PRC included in the Company’s consolidated financial statements consist of the following:

	For the Years ended December 31,
	2023			2022
Revenues	$	3,461,933		$	1,719,130
Cost of revenues		2,978,882			1,692,919
Gross profit		483,051			26,211

Operating expenses		671,564			710,987
Other income		102,976			11,516
Loss before income taxes		(85,537	)		(673,260	)

Income taxes		8,975			-
Net loss from operations	$	(94,512	)	$	(673,260	)

F-21

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2023 and 2022, the VIE had not incurred any amount due from non-VIE subsidiaries of the Company.

As of December 31, 2023 and 2022, the VIE had not incurred any amount due to non-VIE subsidiaries of the Company.

All material related party transactions are disclosed in Note 12 or elsewhere in these consolidated financial statements. For the years ended December 31, 2023 and 2022, the VIE have not entered into any transaction with other subsidiaries that are not VIEs. If and when such transactions incur, such transactions would be eliminated upon consolidation.

Under the Management Agreements, the Company has the power to direct activities of the VIE and can have assets transferred out of the VIE under its control. Therefore, the Company considers that there is no asset in any of the VIE that can be used only to settle obligations of the VIE, except for registered capital and PRC statutory reserves. As the VIE is incorporated as limited liability companies under the Company Law of the PRC, creditors of the VIE do not have recourse to the general credit of the Company for any of the liabilities of the VIE.

The Company and its directly and indirectly wholly owned subsidiaries, JRSIS-BVI, Runteng and Laidian do not have any substantial assets or liabilities or result of operations. They were incorporated for the purpose of providing a corporation structure for the Yongzhou JIT to be listed in the market and to raise additional capital for its development.

ACCOUNTS RECEIVABLE

The accounts receivable, excluded accounts receivable from related parties, consisted of the following:

	As of December 31,
	2023		2022
Accounts receivable, cost	$	714,658	$	683,452
Less: allowance for credit loss		-		-
Accounts receivable, net	$	714,658	$	683,452

The Company did not record any allowance for credit loss of accounts receivable for the years ended December 31, 2023 and 2022.

INVENTORIES

Inventories consisted of the following:

	As of December 31,
	2023			2022
Raw materials and parts	$	302,322		$	329,335
Working-in-progressing		128,900			229,032
Finished goods		212,364			241,099
Subtotal		643,586			799,466
Less: impairment allowance		(188,346	)		(237,451	)
Inventories, net of allowance for impairment	$	455,240		$	562,015

The Company accrued allowance for impairment of inventories $0 and $0 for the years ended December 31, 2023 and 2022, respectively. During year ended December 31, 2023, there were $42,439 of allowance for impairment of inventories transferred out due to disposal of part of impaired inventories.

F-22

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

PREPAYMENTS AND OTHER RECEIVABLES

Prepayments and other receivables present the amount the Company prepay for deposit payment for leases and utilities, security deposits of certain contracts, advances to employees for ordinary business purpose for the company which might reimburse or return from the employee, VAT deductible and advances for employee’s social security payments. The table below set forth the details categories balances as of December 31, 2023 and 2022.

	As of December 31,
	2023		2022
Deposits	$	20,981	$	22,034
Advances to personnel		1,408		2,566
VAT deductible		51,714		-
Other receivables		3,108		-
		77,211		24,600
Less: allowance for doubtful accounts		-		-
Prepayments and other receivables, net	$	77,211	$	24,600

Management evaluated the recoverable value of these balances periodically accordingly to the Company’s credit policy and allowance for credit loss, if any. For the years ended December 31, 2023 and 2022, the Company recorded allowance of the credit loss of prepayment and other receivables of $0 and $0, respectively.

EQUIPMENT AND VEHICLE

Equipment and vehicle consisted of the following:

	As of December 31,
	2023			2022
Production line and equipment	$	108,116		$	105,084
Office equipment and furniture		32,757			128,305
Transportation instrument		6,703			7,436
		147,576			240,825
Less: accumulated depreciation		(97,552	)		(178,602	)
Equipment and vehicle, net	$	50,024		$	62,223

The Company recorded depreciation expense on the equipment and vehicle for the years ended December 31, 2023 and 2022 were $16,510 and $4,352, respectively. No impairment loss recognized during the years ended December 31, 2023 and 2022.

INTANGIBLE ASSETS

Intangible assets consist of the following:

	As of December 31,
	2023			2022
Utility model	$	41,722		$	42,949
Copyright		330,327			340,034
		372,049			382,983
Less: accumulated amortization		(114,715	)		(79,788	)
Land use right, net	$	257,334		$	303,195

The Company recorded amortization expense on these intangible assets for the years ended December 31, 2023 and 2022 were $37,305 and $39,256, respectively.

F-23

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The estimated amortization expense on these intangible assets in the next five years and thereafter is as follows:

Year ending December 31:

2024	$	37,205
2025		37,205
2026		37,205
2027		37,205
2028		37,205
Thereafter		71,309

Total:	$	257,334

10.

LEASES

The following consisted of leases under which the Company is a lessee.

Finance Lease

In March 2020 and April 2020, the company leased two equipment from Ping’an International Finance Lease Co., Ltd. (“the Lessor”). Under the terms of the lease agreements, from April 2020 and 2021, the Company was committed to make lease payments of approximately $1,768 and $929 per month for 23 months. The equipment was used for production. The implicit interest rate, which determined the rental fee after fair value was amortized, was calculated at 4.75%, which is the benchmark interest rate announced by The People’s Bank of China. After the completion of all payments, the ownership of the lease item will be transferred to the company. These two leases matured by April 2022 and underlying equipment has fully depreciated by then.

Operating Lease

In October 2022, the Company entered in a lease contract to lease five dormitories room for the use as dormitory of staffs. The lease term is about 24 months from October 2022 to September 2024. the Company should inform the lessor 30 days in advance to the end of the contract if the Company would like to continue to lease the dormitory room and the leased space and price will be re-negotiated and agreed by the two parties in the circumstance at that time. The lease payments are US$369 (appropriate RMB2,615) per month and payable quarterly in advance. At the inception of the lease contract, the Company could not conclude that it will renew the lease contract in the same terms.

Short-term Lease

On May 2022 and May 2023, respectively, the Company enter into lease contracts to rent a plant area for use of its product manufacture, laboratory for research and development and production office (“Plant Leases”). Plant leases were renewed every year upon re-negotiation the lease term with the lessor. Each Plant Lease with a lease term of 12-months vary of the plant sizes and unit rental fee, each Plant Lease should be treated as a separately lease agreement. The Company elected not to recognize a right-of-use asset and lease liability requirement to these leases, because it has a lease term of 12 months or less. The Company recognized the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.

F-24

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2023 and 2022, the Company stated the following amounts in the Company’s balance sheets:

	As of December 31,
	2023		2022
Assets
Right-of-use assets	$	3,277	$	7,686
Total	$	3,277	$	7,686

Liabilities
Finance lease liabilities-current	$	-	$	5,930
Operating lease liabilities-current		3,277		6,589
Finance lease liabilities-non-current		-		-
Operating lease liabilities-non-current		-		2,235
Total of leases liabilities	$	3,277	$	14,754

The following illustrated quantitative disclosure information for the Company as a lessee for the years ended December 31, 2023 and 2022:

	For the Years ended December 31,
	2023			2022
Lease Cost:
Finance lease cost	$			$
Amortization of right-of-use assets		-			9,065
Interest on lease liabilities		-			232
Operating lease cost		4,432			4,663
Short-term lease cost		74,765			78,675
Variable lease cost		-			-
Sublease income		-			-
Total lease cost	$	79,197		$	92,635

Other information
(Gain) and losses on sale and lease back transactions, net	$	-		$	-
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	-		$	-
Operating cash flows from operating leases	$	(5,534	)	$	-
Financing cash flow from finance leases	$	-		$	-
Right-of-use assets obtained in exchange for new finance lease liabilities	$	-		$	-
Right-of-use assets obtained in exchange for new operating lease liabilities	$	-		$	8,740
Weighted-average remaining lease term – finance leases		-			-
Weighted-average remaining lease term – operating leases		0.75			1.75
Weighted-average discount rate – finance leases		-			4.75	%
Weighted-average discount rate – operating leases		4.75	%		4.75	%

F-25

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table is a maturity analysis of it operating lease liabilities that showing the minimum annual undiscounted cash flows the Company will be paid made in the following five years and total of thereafter as of December 31, 2023:

2024	$	3,315
2025		-
2026		-
2027		-
2028		-
Thereafter		-
Total of undiscounted cash flows		3,315
Less interest accrued		38
Operating lease liabilities	$	3,277

11.

REVENUES

The Company’s revenues classified into two sources, including 1) sales of intelligent terminal, such as medicine vending machine, that the Company self-manufactured and assembled in its plant, and 2) services rendered, such as installment and maintenance terminal system, designing and development of intelligent system to its customers. Goods and services that the Company transferred deriving its revenues are all based on the Company’s intelligent technology.

The Company derived its revenues from both third-party customers and related party customer. Guangzhou JIE, the legal parent of Yongzhou JIT in the PRC and both under the common control of Linhai Zhu, the CEO of the Company, generally purchases certain machine from Yongzhou JIT and resales to its customers, and also had Yongzhou JIT to provided instalment and maintenance service for its customers from time to time and pays case by case under a negotiated range of charge rate to Yongzhou JIT. ending customers of the Company’s goods and services mainly includes medicine service organization, business entities and local government.

All customers are within the PRC and all revenues derived within the PRC for the year ended December 31, 2023 and 2022.

The following table set forth quantitative information related to revenue for the year ended December 31, 2023 and 2022:

	For the Years ended December 31,
	2023		2022
Revenues:
Goods sold directly to third parties	$	336,612	$	133,602
Goods sold to related parties		773,499		1,335,401
Total revenue from goods sold		1,110,111		1,469,003
Service rendered directly to third parties		1,392,558		250,127
Service rendered to related parties		959,264		-
Total revenue from service rendered		2,351,822		250,127

Total revenues	$	3,461,933	$	1,719,130

Cost of revenues:
Goods sold directly to third parties	$	326,969	$	132,266
Goods sold to related parties		551,688		1,328,724
Total cost of revenue from goods sold		878,657		1,460,990
Service rendered directly to third parties		1,341,041		231,929
Service rendered to related parties		759,184		-
Total cost of revenue from service rendered		2,100,225		231,929

Total cost of revenues	$	2,978,882	$	1,692,919

Gross profit	$	483,051	$	26,211

F-26

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

12.

RELATED PARTIES AND RELATED PARTIES TRANSACTIONS

Related parties:

The following related parties involved in transactions with the Company or has ending balance during and as of December 31, 2023 and 2022.

Name of related parties		Relationship
Guangzhou Jumi Intelligent Equipment Co., Ltd. (“Guangzhou JIE”)		The legal parent of Yongzhou JIT in the PRC and under common control of Linhai Zhu.
Kangmi Yaolian (Guangzhou) Wulinwang Co., Ltd.		Guangzhou JIE held 15% equity interest of this company and Linhai Zhu also the CEO of this company.
Shanghai Jiuchenbengou Information and Technology Co., Ltd.		Guangzhou JIE held 18% equity interest of this entity and Guangzhou JIE had significant influence on this company’s operation and financing activities.
Guangzhou Jumi Intelligent Equipment Co., Ltd. Changsha Branch		Guangzhou JIE held 100% of this entity.
Yongzhou Jingmi Health Technology Co., Ltd.		Guangzhou JIE directly and indirectly held 51% equity interest of this entity and under the control of Guangzhou JIE and Mr. Linhai Zhu
Linhai Zhu, his spouse Mei Liu		Linhai Zhu is the CEO of the Company and a majority shareholder of the Company.
Zhuowei Zhong		One of the Company’s directors and the CEO of the Company until November 30, 2023.
Lugeng Zhou		The General Manager of Yongzhou JIT

Accounts receivable, net – related parties

Accounts receivable, net – related parties consisted of the following:

	As of December 31,
Name of related parties:	2023		2022
Guangzhou Jumi Intelligent Equipment Co., Ltd. (1)	$	-	$	75,982
Kangmi Yaolian (Guangzhou) Wulinwang Co., Ltd. (2)		65,100		67,013
Shanghai Jiuchenbengou Information and Technology Co., Ltd. (2)		41,902		43,133
Guangzhou Jumi Intelligent Equipment Co., Ltd. Changsha Branch (2)		-		1,666
Yongzhou Jingmi Health Technology Co., Ltd. (2)		14,084		-
	$	121,086	$	187,794

(1)

the amount presents the net balance of accounts receivable from goods sold to and accounts payable to intangible assets purchased from Guanzhou Jumi Intelligent Equipment Co., Ltd.

(2)

Amounts derived from the accounts receivable of goods sold to such parties for current and prior periods.

F-27

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Amount due from related parts

	As of December 31,
Name of related parties:	2023		2022
Lugeng Zhou (1)	$	494	$	-
Yongzhou Jingmi Health Technology Co., Ltd. (2)		1,126		-
	$	1,620	$	-

(1)

The balance was the interest due from Mr. Lugeng Zhou, Yongzhou JIT’s general manager.

(2)

The balance is the amount that Yongzhou JIT paid to Yongzhou Jingmi Health Technology Co., Ltd. for utility.

Accounts payable – related parties:

	As of December 31,
Name of related parties:	2023		2022
Yongzhou Jingmi Health Technology Co., Ltd. (1)	$	-	$	3,625
Guangzhou Jumi Intelligent Equipment Co., Ltd. (2)		261,200		-
	$	261,200	$	3,625

(1)

Amount due to Yongzhou Jingmi Health technology Co., Ltd. was the amount payable for purchase from it as of December 31, 2022;

(2)

the amount presents the net balance of accounts receivable from goods sold and accounts payable to intangible assets purchased from Guanzhou Jumi Intelligent Equipment Co., Ltd.

Amount due to related parties

	As of December 31,
Name of related parties:	2023		2022
Linhai Zhu	$	5,760	$	-
Zhuowei Zhong		9,157		-
	$	14,917	$	-

Related parties’ transactions

Revenues recognized from goods and service transferred to related parties amount to $1,732,763 and $1,335,401, or 50% and 78% of total revenues, for the years ended December 31, 2023 and 2022 respectively.

Purchase of raw materials and software to be used in assembling of machine from related party amount to $819,209 and 647,422, or 31% and 37% of total purchase, for the years ended December 31, 2023 and 2022, respectively.

During 2022, Guangzhou JIE contributed capital amount to $894,997 to Yongzhou JIT. No capital contributed during 2023.

Guarantee provided by related parties consisted of the following:

On May 20, 2022, Linhai Zhu, his spouse Mei Liu and Guangzhou Jumi Intelligent Equipment Co., Ltd. provided guarantee for the short-term loan from Bank of China with outstanding balance of $507,452 as of December 31, 2022.

F-28

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On July 20, 2022, Linhai Zhu, his spouse Mei Liu and Guangzhou Jumi Intelligent Equipment Co., Ltd. provided guarantee for the short-term loan from Postal Savings Bank of China with outstanding balance of $336,513 as of December 31, 2022.

On August 16, 2022, Linhai Zhu and his spouse Mei Liu provided guarantee for the short-term loan from China Construction Bank with outstanding balance of $579,945 as of December 31, 2023.

On June 29, 2023, Linhai Zhu, his spouse Mei Liu and Guangzhou Jumi Intelligent Equipment Co., Ltd. provided guarantee for the short-term loan from Bank of China with outstanding balance of $422,541 as of December 31, 2023.

13.

BANK LOANS

Short-term Loans

Short-term loans consist of the following:

	December 31,
	2023		2022
In July 2021, YZ JIT entered into a loan agreement with China Everbright Bank to borrow to US$289,973 (approximated RMB 2,000,000) with a fixed annual interest rate at 5.88%, originally maturity on July 18, 2022. YZ JIT repaid US$138,104 (approximated RMB 952,530.96) during 2022 and extend the remaining loan principal amount to $151,869 (approximated RMB 1,047,469.04) till January 19, 2023 with the same interest rate. This loan was secured by Linhai Zhu, the CEO of the Company, and his spouse Ms. Liu Mei and Guangzhou JIE., a related company under common control of Linhai Zhu. The loan was full repaid by January 2023.	$	-	$	151,869

In May 2022, YZ JIT borrowed from Bank of China amount to US$507,452 (approximated RMB 3,500,000) with a fixed annual interest rate at 4.10%, due on May 20, 2023. This loan was secured by Hunan Small and Medium-sized Enterprise Financing Guarantee Ltd., Linhai Zhu, the CEO of the Company, and his spouse Liu Mei and Guangzhou JIE., a related company under common control of Linhai Zhu. YZ JIT repaid the loan in full by the maturity date in May 2023.		-		507,452

In June 2023, YZ JIT borrowed from Bank of China amount to US$422,541 (approximated RMB 3,000,000) with a fixed annual interest rate at 3.80%, due on June 29, 2024. This loan was secured by Mr. Linhai Zhu, the CEO of the Company, and his spouse Ms. Liu Mei and Guangzhou JIE., a related company under common control of Linhai Zhu.		422,541		-

In August 2022, YZ JIT borrowed from China Construction Bank amount to US$579,945 (approximated RMB 4,000,000) with a fixed annual interest rate at 4.50%, originally maturity on August 16, 2023. YZ JIT repaid RMB 20,746.58 during 2023 and extended the remaining loan principal amount to US$560,466 (approximated RMB3,979,253.42) till August 16, 2024 with the annual interest rate of 4.75%. This loan was secured by Mr. Linhai Zhu, the CEO Company, and his spouse Ms. Liu Mei and Guangzhou JIE, a related company under common control of Linhai Zhu.		560,466		579,945

On July 20, 2022, YZ JIT borrowed from Postal Saving Bank of China amount to US$336,513 (approximated RMB 2,321,000) with a fixed annual interest rate at 4.90% due on July 21, 2023. This loan was secured by secured by Mr. Linhai Zhu, the CEO of the Company, and his spouse Ms. Liu Mei and Guangzhou JIE., a related company under common control of Linhai Zhu. This loan was guaranteed by Yongzhou Xiaoxiang Financing Guarantee Co., Ltd. and Hunan Financing Re-guarantee Co., Ltd. YZ JIT fully repaid the loan in July 2023.		-		336,514

Total	$	983,007	$	1,575,780

F-29

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Long-term loans

Long-term loans consist of following:

	December 31,
	2023			2022
In December 2021, YZ JIT entered into a loan agreement with Shenzhen Qianhai Webank to borrow US$86,992 (approximated RMB 600,000) with a fixed annual interest rate at 7.20%, repay in installment due on December 12, 2023.	$	-		$	49,709

In December 2023, YZ JIT and Shenzhen Qianhai Webank entered into a loan agreement to borrow RMB 310,000 (approximated US$43,663) with a fixed annual interest rate at 6.0653%, repay in installment due on December 12, 2025.		43,663			-
Subtotal of long-term loans		43,663			49,709
Less: long-term loans - current portion		(18,713	)		(49,709	)
Long-term loans – noncurrent portion	$	24,950		$	-

The Company borrowed all bank loans for the use of working capital in the normal course of ordinary business. For the years ended December 31, 2023 and 2022, the Company recorded interest expense on bank loans amounted to $52,569 and $64,709, respectively.

14.

OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities consisted of the following:

	As of December 31,
	2023		2022
Salary payable	$	58,243	$	26,964
Short-term lease payable (1)		39,147		19,189
Accrued operating expenses (2)		114,759		-
Social security payable		-		2,433
Other payables		9,720		61,523
	$	221,869	$	110,109

(1)

The Company elected short-term lease accounting policy to record the lease of it plant area which did not recognized right-of-use assets and lease liabilities. The short-term lease payable represents the amount that lease payment was due and outstanding as of the balance sheet day.

(2)

Accrued operating expenses included audit fee, consulting fee, services fee and utilities expenses that incurred in the ordinary course of the company’s operation.

15.

NON-CONTROLLING INTERESTS

YZ JIT is the Company’s majority-owned subsidiary, which is consolidated in the Company’s financial statements with a non-controlling interest (“NCI”) recognized. The Company held an 85.53% interest in YZ JIT as of December 31, 2023 and 2022.

As of December 31, 2023 and 2022, NCI in the consolidated balance sheet was ($23,246) and ($9,890), respectively. For the year ended December 31, 2023, the comprehensive loss attributable to shareholders’ equity and NCI is ($79,028) and ($13,356), respectively. For the year ended December 31, 2022, the comprehensive loss attributable to shareholders’ equity and NCIs is ($530,346) and ($89,725), respectively.

F-30

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

16.

TAXATION

Income Taxes

United States of America

JRSIS is registered in the State of Florida and is subject to the tax laws of United States of America.

The Company has no tax position at December 31, 2023 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at December 31, 2023. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.

As of December 31, 2023, the operations in the United States of America incurred $23,233,689 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2043, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $4,879,075 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

British Virgin Islands (“BVI”)

The Company subsidiaries, JRSIS Health Care Limited, are incorporated in BVI and is not subject to tax on income or capital gain. In addition, payments of dividends by the Company to their shareholders are not subject to withholding tax in the BVI.

Hong Kong

The Company’s subsidiaries, Runteng Medical Group Company Limited, are incorporated in Hong Kong and has no operating profit or tax liabilities during the period. Runteng are subject to tax at 16.5% on the assessable profits arising in or derived from Hong Kong.

The PRC

The Company’s subsidiaries operating in the PRC are subject to the Corporate Income Tax Law of the People’s Republic of China at a unified income tax rate of 25%. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2023 and 2022 from our continuing operation is as follows:

	For the Years ended December 31,
	2023			2022

Loss before income taxes from PRC operation	$	85,537		$	673,260
Statutory income tax rate		25	%		25	%
Income tax benefit (expense) at statutory rate		21,384			168,315
Tax effect of non-deductible items		4,518			-
Valuation allowance of deferred tax assets		25,841			168,315
Income tax expense	$	(8,975	)	$	-

Value-Added Tax and Other Withholding and Other Levies

The Company’s goods and services are sold in the PRC and are subject to Value-added tax (“VAT”) on the gross sales price. The VAT rates range from 6% to 13%, depending on the type of goods or services sold. The VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing or acquiring its finished products. The Company’s subsidiaries in PRC were required to file VAT tax return each month to qualify the VAT paid and calculate VAT payable. The Company recorded a VAT payable net of payments if VAT payable on the gross sales is larger than VAT paid by the Company on purchase of materials or finished goods, on the contrary, the Company recorded VAT deductible in the accompanying financial statements net of any VAT payable at the end of reporting periods.

F-31

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company is also subject to other levies such as stamp tax, unban construction tax, and additional education tax which are charged by local governments. The rate of such levies is small and varies among the different jurisdictions in which the Company does business. The Company also acts as the personal income tax withholding agent for the salaries paid its employees.

The following table provided details of taxes payable as of December 31, 2023 and 2022

	As of December 31,
	2023		2022
VAT payable	$	15,830	$	67,492
Corporation income tax		969		1,435
Withholding personal tax		176		475
Other levies		1,870		3,899
Total taxed payables	$	18,845	$	73,301

17.

EARNINGS PER SHARE

Basic earnings per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted earnings per share. The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2023 and 2022:

	For the Years ended December 31,
	2023			2022
Numerator:
Loss attributable to common shareholders	$	(80,912	)	$	(575,839	)
Denominator:
Weighted average common shares outstanding – Basic and diluted		77,253,156			61,334,331

Loss per shares – basic and diluted	$	(0.001	)	$	(0.009	)

18.

STOCKHOLDERS’ EQUITY

The Company is authorized to issue preferred stock 2,000,000 shares, $0.0001 par value, nil issued and outstanding as of December 2023 and 2022.

The Company is authorized to issue 100,000,000 shares of common stock, $0.0001 par value. As of November 30, 2023 immediately before the closing of the Reverse Acquisition as described in NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND, the Company has 5,836,666 shares of common stock issued and outstanding. To affect the closing of the Reverse Acquisition, the Company issued 76,757,439 shares of its common stock to Jumi GCL which is a holding company owned by Linhai Zhu, Yulin IGP and Jumi IIP, who are the beneficial owners of 85.53% of Guangzhou JIE that adopted the underlying Reverse Acquisition, as of December 31, 2023, the common shares issued and outstanding are 82,594,105 shares.

19.

CHINA CONTRIBUTION PLAN

Under the PRC Law, full-time employees of its subsidiaries of the Company in the PRC are entitled to staff welfare benefits including medical care, welfare subsidies, unemployment insurance and pension benefits through a China government-mandated multi-employer defined contribution plan. These benefits are required to accrue for, based on certain percentages of the employees’ salaries. The total contributions made for such employee benefits were approximately $5,925 and $12,994 for the years ended December 31, 2023 and 2022, respectively.

F-32

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

20.

STATUTORY RESERVES

Under the PRC Law the Company’s subsidiaries and VIE are required to make appropriations to the statutory reserve based on after-tax net earnings which determined in accordance with generally accepted accounting principles of the People’s Republic of China (the “PRC GAAP”). Appropriation to the statutory reserve should be at least 10% of the after-tax net income until the reserve is equal to 50% of the registered capital. The statutory reserve is established for the purpose of providing employee facilities and other collective benefits to the employees and is non-distributable other than in liquidation. The Company’s subsidiaries and VIE have not been made earnings determined in PRC GAAP, there were not any statutory reserves made until December 31, 2023.

21.

CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risks:

(a)

Major customers

For the year ended December 31, 2023, customers accounted for 10% or more of the Company’s total revenues and its related outstanding accounts receivable as at the year-end dates are presented as follows:

	For Year ended December 31, 2023					December 31, 2023
Customers	Revenues		Percentage of revenues			Accounts receivable
Customer A	$	1,717,820		50	%	$	-
Customer B		799,387		23	%		259,758
Customer C		379,709		11	%		42,254

	$	2,896,916		84	%	$	302,012

For the year ended December 31, 2022, there was one customer accounted for 10% or more of the Company’s total revenues, which amount to 1,335,401, or represented 78% of total revenues. The ending accounts receivable of this customer was $75,982.

(b)

Major vendors

For the year ended December 31, 2023, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding accounts payable balances as at year-end dates, are presented as follows:

	Year ended December 31, 2023					December 31, 2023
Vendor	Purchases		Percentage of purchases			Accounts payable
Vendor A	$	866,002		33	%	$	333,873
Vendor B		819,209		31	%		261,200

	$	1,685,211		64	%	$	595,073

For the year ended December 31, 2022, there was one vendor who accounted for 10% or more of the Company’s purchases, which purchase in the amount of $615,247, or represented 23% of total purchases for this year. No ending balance of accounts payable of this vender.

F-33

JRSIS HEALTH CARE CORPORATION.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(c)

Credit risk

Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

(d)

Interest rate risk

As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.

The Company’s interest-rate risk arises from bank loans. The Company manages interest rate risk by varying the borrowing and maturity dates variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of December 31, 2023, bank loans were at fixed rates.

(e)

Exchange rate risk

The reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in RMB and a significant portion of the assets and liabilities are denominated in RMB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and RMB. If RMB depreciates against US$, the value of RMB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.

(f)

Economic and political risks

The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operation may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy. The slowdown of the growth of the PRC’s economy might has adversely effect on our current business and future developments if we would not catch the opportunities of the increasing demand of intelligent machine from the development of the general social economy.

The Company’s operations in the PRC are subject to special considerations. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

22.

SUBSEQUENT EVENTS

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. Subsequent to the date the financial statements were available to be issued. There was no subsequent event that would require disclosure to or adjustment to the financial statements.

F-34

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

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of December 31, ~~2022~~2023. Based on this evaluation, Management determined that the following material weakness existed in our internal control over financial reporting:

●

The relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system. The Company may engage more employees when more financial resources are available.

●

Our internal financial staff lack expertise in identifying and addressing complex accounting issued under U.S. Generally Accepted Accounting Principles. Currently, we are relying on external consultants to assist us complying with the US GAAP financial reporting process.

●

We are trying to improve our documentation system concerning our existing financial processes, risk assessment and internal controls so as to provide sufficient and adequate records for the preparation and disclosure of financial reporting process. Currently, we are relying on external consultants to assist us complying with the financial reporting process.

● We do not presently have an audit committee. ~~The~~JRSIS ~~Company~~ will setup an audit committee when more financial resources are available.

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s system of disclosure controls and procedures was not effective as of December 31, ~~2022~~2023 for the purposes described in this paragraph.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. The Company’s management is also required to assess and report on the effectiveness of the Company’s internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of the Company’s financial reporting for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect the Company’s transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of the Company’s financial statements and that receipts and expenditures of company assets are made in accordance with management authorization; and (iii) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

1829

As of December 31, ~~2022~~2023, our management, under the supervision of and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as required by Rules 13a-15(c) and 15d-15(c) under the Exchange Act. In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (1992), including the following five framework components: i) control environment, ii) risk assessment, iii) control activities, iv) information and communications, and v) monitoring. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified three material weaknesses in our internal control over financial reporting. These material weaknesses consisted of the three material weaknesses identified above under the heading “Evaluation of Disclosure Controls and Procedures.”

Management does not believe that the current level of the Company’s operations warrants a remediation of the weaknesses identified in this assessment. However, because of the above condition, management’s assessment is that the Company’s internal controls over financial reporting were not effective as of December 31, ~~2022~~2023.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to an exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information.

~~None~~During the quarter ended December 31, 2023, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

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

Not applicable.

1930

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

On ~~April~~November 1230, ~~2022~~2023, ~~Runteng~~JRSIS ~~organized~~issued ~~and~~shares ~~acquired~~of ~~100~~common stock representing 92.9% of the ~~equity in~~outstanding ~~Laidian~~shares to ~~engage~~Jumi inGroup ~~the~~Company, ~~business~~Ltd. of(“Jumi ~~providing~~GCL”), ~~charging~~a ~~services~~holding tocompany ~~electric~~owned ~~vehicles~~by Linhai Zhu, and others. The Onshares ~~April~~were ~~28,~~issued ~~2022~~in ~~JRSIS~~consideration ~~completed~~of the ~~spin-off of~~entry ~~Jiarun.~~by AsYongzhou aJumi ~~result~~Intelligent Technology Co., ~~JRSIS~~Ltd. ~~does~~(“Yongzhou ~~not~~Jumi”) ~~beneficially~~into agreements ~~own~~with ~~any~~a ~~equity~~subsidiary ~~interest~~of inJRSIS ~~Jiarun.~~named ~~According~~Laidian toTechnology ~~the~~(Zhongshan) ~~spin-off~~Co. ~~agreement~~Ltd. on(“Laidian”) ~~April~~that ~~28,~~gave Laidian extensive ~~2022,~~control over the ~~effective~~operations ~~date~~of Yongzhou Jumi, 85.53% of ~~spin-off~~which ~~was~~is ~~April~~owned 1,by ~~2022~~the owners of Jumi GCL. In connection with ~~the~~that ~~spin-off of Jiarun~~transaction, all of the ~~directors~~officers and ~~executive officers~~directors ~~then~~of inJRSIS ~~office~~ resigned from their positions, ~~and~~except ~~the~~that ~~Company~~Zhuowei ~~organized~~Zhong aremained ~~new~~on ~~board~~the Board and ~~executive~~became ~~team~~Secretary. The resigning executives were replaced in all positions by Linhai Zhu.

The following table sets forth certain information concerning our current directors and executive officers:

Name	Age	Position	On Board Periods
Zhong, Zhuowei	50	President, Chairman of the Board and Director	Since April 2022
Linhai Zhu	48	Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer,	Since November 2023
Huang, Zhifei	46	Chief Executive Officer and Director	Since April 2022
Zhuowei Zhong	51	Secretary and Director	Since April 2022
Chen, Zhuowen	59	Chief Financial Officer and Director	Since April 2022

~~Zhong~~Zhu, ~~Zhuowei,~~Linhai. Mr. ~~Zhong~~ Zhu has been appointed to the Board and to the positions of Chief Executive Officer and Chief Financial Officer to bring his ~~extensive~~ experience in corporate management, and financial ~~specifically~~management. inMr. ~~the~~Zhu ~~business~~currently serves as Director and Chief Executive Officer of EVGuangzhou ~~charging~~Jumi Intelligent Equipment Co., Ltd. ~~services~~Previously, ~~and~~from ~~his~~2013 ~~familiarity~~through ~~with~~2016, UMr.S. ~~securities~~Zhu ~~laws~~was ~~and~~employed ~~practices~~as Chief Executive Officer of Shanghai Jumi Media Ltd. ~~Since~~From ~~2017~~2006 to 2013 Mr. Zhu ~~Zhong~~was ~~has~~employed ~~served~~ as ~~Chairman~~Chief Executive Officer of ~~Zhongshan~~Guangzhou ~~Wanqi Investment~~Runxintang ~~Consulting~~Beverage and Food Co., Ltd. In each of his current and prior positions, Mr. ~~Zhong~~Zhu ~~holds~~was responsible for general management of his employer. Mr. Zhu was awarded a Master’s Degree in Business Administration (2012) ~~awarded~~and bya ~~Tsinghua~~Doctor ~~University.~~of ~~He is~~Philosophy 50degree ~~years~~(2018) ~~old~~by Tongji University.

~~Huang~~Zhong, ~~Zhifei~~ Zhuowei, Mr. ~~Huang~~ Zhong has been appointed to the Board to bring his extensive experience in corporate management, and ~~project~~his ~~design~~familiarity with U.S. ~~From~~securities ~~2017~~laws ~~through~~and ~~2021~~practices. Mr. ~~Huang~~ ~~was~~Zhong ~~employed~~also serves as ~~Chief~~Chairman ~~Executive~~of ~~Officer~~Laidian, and is responsible for providing the management services that Laidian has committed to provide to Yongzhou Jumi. Since 2017 Mr. Zhong has served as Chairman of Zhongshan ~~Yuandian~~Wanqi ~~Industrial~~Investment ~~Development~~Consulting Co., Ltd. Mr. ~~Huang~~Zhong holds a Master’s ~~Degree~~ Degree in Business Administration awarded by ~~Sun~~Tsinghua ~~Yat-Sen~~ University. ~~He is 46 years old.~~

Chen, Zhuowen Mr. Chen has been appointed to the Board to bring his experience in financial management. Mr. Chen has been employed since 1998 in positions with responsibility for financial accounting. In particular, from 2017 through 2021 Mr. Chen was employed as Chief Financial Officer of Zhongshan Yuandian Industrial Development Co., Ltd. From 2006 to 2016 Mr. Chen was employed as Chief Financial Officer of Shanghai FuDi Company. Mr. Chen was awarded a Master’s Degree in Business Administration. He is 59 years old.

Legal Proceedings Involving Officers and Directors

To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:

●

Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

●

Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

●

Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

●

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

●

Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

2031

Board Committees

Audit Committee

We do not presently have an audit committee. Our Board of Directors currently acts as our Audit committee.

Compensation Committee

We do not presently have a compensation committee. Our Board of Directors currently acts as our compensation committee.

Nominating Committee

We do not presently have a nominating committee. Our Board of Directors currently acts as our nominating committee.

Code of Ethics

We do not presently have a code of ethics. However, we intend to adopt such a code of ethics in the future.

Section 16(a) Beneficial Ownership Reporting Compliance

The following officers, directors or beneficial owners of more than 10% of the Company’s common stock failed to file on a timely basis the reports identified below that were required by Section 16(a) of the Exchange Act during the year ended December 31, 2023:

●	Linhai Zhu – failed to file one Form 3

Item 11. Executive Compensation.

Executive Compensation

The ~~following~~ table below sets forth ~~information~~the ~~with~~annual ~~respect to~~ compensation paid byor usaccrued toby ~~our~~the Company ~~executive~~for ~~officers~~payment ~~for~~to ~~services~~that individual during the ~~presented~~Company’s last two fiscal years. There ~~was~~is no ~~cash~~employee ~~compensation~~of ~~paid~~the toCompany ~~executive~~whose ~~officers~~annual incompensation ~~2022~~for ~~since~~any ~~our~~of ~~business~~the ~~scale~~past ~~was~~two ~~small.~~fiscal Weyears ~~will~~exceeded ~~consider~~$100,000, ~~the~~except ~~payment~~that ofstock ~~cash~~ compensation issued to ~~our~~Zhuowei ~~executive~~Zhong ~~officers~~during ~~after the company~~2022 isexceeded ~~enlarged or new enterprises are merged in the future~~$100,000.

													Non-Equity		Non-qualified
	Fiscal Year		Salary		Bonus		Stock Awards				Total
													Incentive		Deferred		All
Linhai Zhu, CEO(1)		2023	$	—		—		—			$	—
							Stock				Option		Plan		Comp.		Other
Huang Zhifei, CEO(1)		2023	$	—		—		—			$	—
			Salary		Bonus		Awards				Awards		Comp.		Earnings		Comp.		Total
		2022	$	—		—		—			$	—
Name and Principal Position	Year		($)		($)		($)				($)		($)		($)		($)		($)
Zhuowei Zhong, President		2023	$	—		—	$	327,286	(2)		$	327,286
Zhong, Zhuowei		2022		—		—		245,465		#1		—		—		—		—		245,465
		2022	$	—		—	$	245,465	(2)		$	245,465
President		2021		—		—		—				—		—		—		—		—
Huang Zhifei		2022		—		—		—				—		—		—		—		—
CEO		2021		—		—		—				—		—		—		—		—
Chen, Zhuowen		2022		—		—		—				—		—		—		—		—
CFO		2021		—		—		—				—		—		—		—		—
Sun, Lihua	#2	2022		—		—		—				—		—		—		—		—
CFO/Director		2021		26,334		—		—				—		—		—		—		26,334

(#1) ~~The~~Linhai ~~Company~~Zhu ~~issued~~has ~~39,130,000~~served ~~shares~~as ofChief ~~its~~Executive ~~common~~Officer ~~stock~~since toNovember ~~Zhong~~30, ~~Zhuowei~~2023. inPrior ~~compensation for his undertaking~~ to ~~provide management services and financing in connection with the initiation of operations of Laidian. These shares had a negotiated value of $1,056,510. $74,652 of~~ that ~~sum was treated as reimbursement for Mr. Zhong’s contribution of Laidian’s paid in capital. The remaining $981~~date,~~858~~ ~~was~~Huang ~~classified~~Zhifei asserved ~~share-based compensation and capitalized~~ as aChief ~~deferred~~Executive ~~expense to be amortized over the three years commencing in April of 2022~~Officer. ~~For the year ended December 31, 2022, the Company recorded $245,465 compensation expenses.~~

(#2) ~~Sun~~JRSIS ~~Lihua~~issued ~~resigned~~3,913,000 asshares ~~the~~of ~~Chief~~its ~~Finanical~~common ~~Office~~stock ~~along~~to Zhuowei Zhong in compensation for his undertaking to provide management services and financing in connection with the ~~spin~~initiation of operations of Laidian. These shares had a negotiated value of $1,056,510. $74,652 of that sum was treated as reimbursement for Mr. Zhong’s contribution of Laidian’s paid in capital. The remaining $981,858 was classified as share-~~off~~based compensation and capitalized as a deferred expense to be amortized over the three years commencing in April of ~~Jiarun~~2022. For the year ended December 31, 2023, the Company recorded $327,286 compensation expense, and for the nine months ended December 31, 2022, the Company recorded $245,465 compensation expenses.

Outstanding Equity Awards

No individual grants of stock options or other equity incentive awards have been made to any executive officer or any director since our inception.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

We have not entered into any employment or other contracts or arrangements with our executive officers. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would result from the resignation, retirement or any other termination of such directors, officers or consultants from us. There are no arrangements for directors, officers, employees or consultants that would result from a change-in-control.

Compensation of Directors

We have no formal plan for compensating our directors for their services in their capacity as directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors. The Board of Directors may award special remuneration to any director undertaking any special services on behalf of JRSIS Health Care Corporation other than services ordinarily required of a director. To date, we have paid no compensation to any person for services as a member of ~~the Company~~JRSIS’s Board of Directors.

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

The following table sets forth certain information regarding our shares of common stock beneficially owned as of the date hereof for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days as of the date hereof. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

The percentage ownership information shown in the table below is calculated based on 5882,~~366~~594,~~569~~098 shares of our common stock issued and outstanding.

		Amount and
		Nature of
		Beneficial
Title of Class	Name of Beneficial Owner	Ownership			Percentage
Common Stock	~~Zhong,~~Linhai ~~Zhuowei~~Zhu		4776,~~130~~757,~~000~~439			8092.759	%
	President, Chairman of the board.		Direct
	CEO, CFO, Chairman of the Board.		Indirect	(1)
Common Stock	~~Huang,~~Zhuowei ~~Zhifei~~Zhong		-4,713,000			-5.71	%
	CEO, Director
	Secretary, Director		Direct
Common Stock	~~Chen,~~All ~~Zhuowen~~officers and directors as a group (2 persons)		-81,470,439			-98.64	%
	CFO, Director
	Secretary, Director		Direct
Common Stock	All Officers and Directors as a Group (3 persons)		47,130,000			80.75	%

As(1) aShares ~~result~~attributed ofbeneficially ~~the~~to ~~ownership~~Linhai byZhu ~~our~~represent ~~Chairman~~shares ~~of 80.75%~~owned of ~~the~~record ~~outstanding~~by ~~shares~~Jumi Group Company, ~~our~~Ltd., ~~Chairman~~for ~~will~~which ~~have~~Linhai ~~significant~~Zhu ~~influence~~serves ~~to:~~as President and is a controlling shareholder.

As a result of his control over Jumi Group Company, Ltd., which owns 92.9% of the Company’s outstanding shares, our Chairman will have significant influence to:

●

Elect or defeat the election of our directors;

●

Amend or prevent amendment of our articles of incorporation or bylaws;

●

Effect or prevent a merger, sale of assets or other corporate transaction; and

●

Determine the outcome of any other matter submitted to the stockholders for vote.

Moreover, because of the significant ownership position held by our insiders, new investors will not be able to effect a change in ~~the Company~~JRSIS’s business or management, and therefore, shareholders would be subject to decisions made by management and the majority shareholder.

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

There have been no transactions since the beginning of the ~~2022~~2023 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”), except as follows:

On ~~May~~November 530, ~~2022~~2023, weJRSIS issued ~~39,130,000~~ shares of ~~its~~ common stock representing 92.9% of the outstanding shares to ~~Zhong~~Jumi ~~Zhuowei.~~Group ~~Under~~Company, Ltd. (“~~Agreement~~Jumi onGCL”), ~~the~~a ~~establishment~~holding ofcompany ~~Laidian~~owned ~~technology~~by ~~(Zhongshan)~~Linhai ~~Co.~~Zhu, ~~Ltd.”~~and Mrothers. ~~Zhong~~The ~~agreed~~shares towere ~~provide~~issued ~~management~~in ~~services~~consideration ~~and~~of ~~financing~~the inentry ~~connection~~by Yongzhou Jumi Intelligent Technology Co., Ltd. (“Yongzhou Jumi”) into agreements with ~~the~~a ~~initiation~~subsidiary of ~~operations~~JRSIS ofnamed Laidian. AsTechnology Mr(Zhongshan) Co. ~~Zhong~~Ltd. ~~had previously~~(“Laidian”) ~~acquired~~that ~~8,000,000~~gave ~~shares~~Laidian inextensive control ~~private~~over ~~transactions,~~the heoperations ~~owned~~of 47Yongzhou Jumi,~~130,000~~ ~~shares (80~~85.7553%) of ~~the~~which ~~Company’s~~is ~~common~~owned ~~stock as~~by onthe ~~May~~owners 5,of ~~2022~~Jumi GCL.

Independent Directors

No director will be considered “independent” unless the Board affirmatively determines that the director has no direct or indirect relationship with the Company that, in the opinion of ~~the Company~~JRSIS’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of of a director.

The Board of Directors has determined that ~~none~~neither of the ~~three~~two current members of the Board is independent.

Item 14. Principal Accounting Fees and Services.

We were billed by our independent public accounting ~~firm~~ firms, HHC, Centurion ZD CPA & Co., and ARK Pro CPA & Co. for the following professional services itthey performed for us during the years ended December 31, ~~2022~~ 2023 and ~~2021~~2022 as set forth in the table below.

	Year Ended December 31,
	2022		2021
	2023		2022
Audit fees(1)	$	~~112~~114,000	$	84112,000
Audit-related fees(2)	$	~~6,429~~-	$	-6,429
Tax fees	$	-	$	-
All other fees	$	-	$	-

(1)

“Audit Fees” consisted of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q and for any other services that were normally provided in connection with our statutory and regulatory filings or engagements.

(2)

“Audit-related Fees” consisted of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q and for assurance and related services by the principal accountant that are traditionally performed by the principal accountant and which are “reasonably related to the performance of the audit or review of the registrant’s financial statements.” Operational audits would not be related to the audit or review of the financial statements and, therefore, the fees for these services should be included in “All Other Fees.” As required by the rules, the registrant would need to include a narrative description of the services included in the “All Other Fees” category.

(1)

“Audit Fees” consisted of the aggregate fees billed for professional services rendered for the audits of our annual financial statements included in our Form 10-Ks and the reviews of the financial statements included in our Form 10-Qs performed by HHC and ARK Pro CPA & Co in 2023 and 2022, respectively.

~~Our~~(2) ~~Board~~“Audit-related Fees” consisted of ~~Directors~~the ~~pre-approves~~aggregate ~~all~~fees billed for professional services rendered for the audit of our annual financial statements and ~~non~~the reviews of the financial statements included in our Forms 10-~~audit~~Q and for assurance and related services by the principal accountant that are traditionally performed by the ~~Company~~principal accountant and which are “reasonably related to the performance of the audit or review of the registrant’s ~~auditor~~ financial statements.” Operational audits would not be related to the audit or review of the financial statements and, therefore, the fees tofor these services should be ~~paid~~included in ~~connection~~“All ~~with~~Other ~~such~~Fees.” As required by the rules, the registrant would need to include a narrative description of the services included in the “All Other Fees” category.

23Our Board of Directors pre-approves all audit and non-audit services performed by the Company’s auditor and the fees to be paid in connection with such services.

~~PART IV~~34

PART IV

Item 15. Exhibits, Financial Statements Schedules

Name		Exhibit
3.1		Articles of Incorporation of Registrant (1)
3.2		Amended and Restated Bylaws of the Registrant – filed as an exhibit to the Current Report on Form 8-K filed on September 6, 2018 and incorporated herein by reference.
3.5		Certificate of Incumbency on January 22, 2014 (1)
4.6		Description of Common Stock – filed as an exhibit to the Annual Report on Form 10-K filed on April 15, 2022 and incorporated herein by reference.
10.1		Agreement on Establishment of Laidian Technology (Zhongshan) Co., Ltd. dated March 17, 2022 between JRSIS Health Care Corporation and ~~Zhong~~ Zhuowei Zhong – filed as an exhibit to the Current Report on Form 8-K filed on June 9, 2022 and incorporated herein by reference.
21		Subsidiaries of the Company *
10.2		Agreement to Contract dated October 18, 2023 among JRSIS Health Care Corporation, Laidian Technology (Zhongshan) Co., Ltd., Zhuowei Zhong, Yongzhou Jumi Intelligent Technology Co., Ltd., Guangzhou Jumi Intelligent Equipment Co., Ltd., Linhai Zhu, Yulin Investment (Guangzhou) Partnership L.P., Jumi Intelligent Information Technology (Guangzhou) Partnership L.P. and Jumi Group Company, Ltd. – filed as an exhibit to the Current Report on Form 8-K filed on October 18, 2023.
31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
10.3		Exclusive Business Cooperation Agreement between Laidian Technology (Zhongshan) Co., Ltd. and Yongzhou Jumi Intelligent Technology Co., Ltd.(2)
31.2		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
10.4		Equity Interest Pledge Agreement among Laidian Technology (Zhongshan) Co., Ltd., Yongzhou Jumi Intelligent Technology Co., Ltd. and Guangzhou Jumi Intelligent Equipment Co., Ltd.(2)
32.1		Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
10.5		Exclusive Option Agreement among Laidian Technology (Zhongshan) Co., Ltd., Yongzhou Jumi Intelligent Technology Co., Ltd. and Guangzhou Jumi Intelligent Equipment Co., Ltd.(2)
32.2		Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
10.6		Power of Attorney given by Guangzhou Jumi Intelligent Equipment Co., Ltd to Laidian Technology (Zhongshan) Co., Ltd.(2)
21		Subsidiaries of JRSIS *
31.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL) and contained in Exhibit 101

(1)	Incorporated by reference to the same exhibit filed with our registration statement on Form S-1, as amended (File No. 333-194359).
*	Filed herewith.

(1)

Filed as an exhibit to our registration statement on Form S-1, as amended (File No. 333-194359) and incorporated herein by reference.

(2)

Filed as an exhibit to our Current Report on Form 8-K filed on December 1, 2023, and incorporated herein by reference.

Filed herewith.

Item 16. Form 10-K Summary.

Not applicable.

2435

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.

	JRSIS HEALTH CARE CORPORATION
Date: April 17, 2023	By:	/s/ Huang Zhifei
Date: April 26, 2024	By:	/s/ Linhai Zhu
		Huang Zhifei
		Linhai Zhu
		Chief Executive Officer
		Chairman of the Board,Chief Executive Officer, Chief Financial Officer
		Principal Executive Officer
Date: April 17, 2023	By:	/s/ Chen Zhuowen
		Chen Zhuwen
		Chief Financial Officer
		Principal Financial and Accounting Officer

Pursuant to the requirements of Section 13 or 15(d) 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/ Zhong Zhuowei	President, Chairman of the Board and Director	April 17, 2023
/s/ Linhai Zhu	Chairman of the Board, Chief Executive Officer,	April 26, 2024
Zhong Zhuowei
Linhai Zhu	Chief Financial Officer
/s/ Huang Zhifei	Chief Executive Officer and Director	April 17, 2023
/s/ Zhuowei Zhong	Director	April 26, 2024
Huang Zhifei
Zhuowei Zhong
/s/ Chen Zhuowen	Chief Financial Officer and Director	April 17, 2023
Chen Zhuowen

2536

Filing Compare · JRSIS HEALTH CARE Corp