FingerMotion(FNGR) - 2025 Q4 - Annual Report

Dividend Policy and Restrictions - The company has not declared or paid any dividends on its common stock and intends to retain all available funds for operations and growth[26]. - The company's ability to pay dividends is subject to PRC legal restrictions, which permit payments only from accumulated after-tax profits[28]. - The ability to pay dividends is limited to the registered capital amount of the WFOE, as determined by Chinese accounting standards[35]. - The Chinese government imposes controls on the conversion of RMB into foreign currencies, potentially complicating the remittance of dividends[35]. - The company relies on payments from the VIE to the WFOE to facilitate dividend payments to shareholders[31]. - The ability to pay dividends is subject to Chinese taxes, including a 6% VAT and 25% enterprise income tax, which may restrict cash flow[31]. - Current Chinese regulations allow the WFOE to pay dividends only out of its registered capital, which may limit the Company's ability to distribute profits[35]. - The company’s WFOE must allocate at least 10% of annual after-tax profits to a statutory general reserve fund until it reaches 50% of registered capital[28]. Regulatory Compliance and Risks - The company has not received any inquiries or sanctions from the CSRC regarding the Overseas Listing Trial Measures as of the report date[23]. - The Overseas Listing Trial Measures require domestic companies to file with the CSRC for overseas offerings if certain conditions are met, potentially impacting the company's operations[20]. - The company faces uncertainties regarding the interpretation and application of Chinese laws and regulations, which could materially affect its operations[19]. - The company faces risks related to the interpretation of Chinese laws and regulations regarding the VIE structure, which could materially affect operations[18]. - The PCAOB determined it could inspect registered public accounting firms in mainland China and Hong Kong, affecting the company's compliance status under the HFCAA[36]. - As of the latest report, the company is not a Commission Identified Issuer under the HFCAA, reducing the risk of delisting from Nasdaq[36]. - The enactment of the HFCAA could still cause investor uncertainty and negatively impact the market price of the company's common stock[37]. - The Overseas Listing Trial Measures require domestic companies to comply with filing procedures for overseas offerings, with penalties for non-compliance ranging from RMB1,000,000 to RMB10,000,000[20]. VIE Structure and Financial Implications - The company relies on payments from its VIE to its WFOE under the VIE Agreements for cash requirements, including dividends[25]. - The VIE is obligated to make payments to the WFOE, but such payments are subject to Chinese taxes, including a 6% VAT and 25% enterprise income tax[25]. - The VIE is obligated to make payments to the WFOE, which may be restricted by Chinese taxes including a 6% VAT and 25% enterprise income tax[31]. - The company relies on payments from the VIE to the WFOE for cash requirements, which may be limited by various regulatory restrictions[31]. Cybersecurity and Investigations - The company has not been involved in any cybersecurity investigations by Chinese regulatory authorities as of the report date[19]. - The company has not been involved in any cybersecurity investigations by Chinese regulatory authorities as of the report date[19].