Payment Terms

MICROCLOUD HOLOGRAM INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

You should read the following discussion and analysis of our financial condition
and results of operations in conjunction with our consolidated financial
statements and related notes included in Part I, Item 1 of this Quarterly
Report. This discussion and other parts of this report contain forward-looking
statements that involve risks and uncertainties, such as statements of our
plans, objectives, expectations and intentions. Our actual results could differ
materially from those discussed in these forward-looking statements. Factors
that could cause or contribute to such differences include, but are not limited
to, those discussed in Part I, Item 1A "Risk Factors" of this Quarterly Report
and our Annual Report on Form 10-K.

Insight

We are a leading holographic digitalization technology service provider in
China. We are committed to providing first-class holographic technology services
to our customers worldwide. Our holographic technology services include
high-precision holographic light detection and ranging ("LiDAR") solutions,
based on holographic technology, exclusive holographic LiDAR point cloud
algorithms architecture design, breakthrough technical holographic imaging
solutions, holographic LiDAR sensor chip design and holographic vehicle
intelligent vision technology to service customers that provide reliable
holographic advanced driver assistance systems ("ADAS"). We also provide
holographic digital twin technology services for customers and has built a
proprietary holographic digital twin technology resource library. Our
holographic digital twin technology resource library captures shapes and objects
in 3D holographic form by utilizing a combination of Our holographic digital
twin software, digital content, spatial data-driven data science, holographic
digital cloud algorithm, and holographic 3D capture technology. Our holographic
digital twin technology and resource library has the potential to become the new
norm for the digital twin augmented physical world in the near future. We are
also a distributer of holographic hardware and generates revenue through resale.

Trade suit

Golden Path Acquisition Corporation ("Golden Path") was a former blank check
company incorporated in Cayman Island on May 9, 2018. Golden Path was formed for
the purpose of effecting a merger, share exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more
businesses. For additional detail regarding Golden Path's initial public
offering and related transactions, see Item 1 of Part I "Financial
statements-Note 1-Nature of Business and Organization-Reverse Recapitalization
with Golden Path Acquisition Corporation."

MicroCloud Hologram Inc. (formerly known as Golden Path Acquisition Company), a Cayman Islands exempt company, entered into the Merger Agreement dated September 10, 2021 (as amended on August 5, 2022 and August 10, 2022), by and among Golden Path, Golden Path Merger Sub, a Cayman Islands
exempt company incorporated with a view to carrying out the business combination, and MC, a company Cayman Islands exempt company.



Pursuant to the Merger Agreement, MC would merge with the Golden Path Merger Sub
and survive the merger and continue as the surviving company and a wholly owned
subsidiary of Golden Path and continue its business operations (the "Merger",
and, collectively with the other transactions described in the Merger Agreement,
the "Business Combination").



On September 8, 2022, Golden Path held an Extraordinary General Meeting (the
"Extraordinary General Meeting") to approve the Merger and the transactions
contemplated by the Merger Agreement. As of August 17, 2022, the record date for
the Extraordinary General Meeting ("Record Date"), there were 7,458,000 Golden
Path ordinary shares issued and outstanding and entitled to vote.

At the Extraordinary General Meeting, a total of 6,106,914 (or 81.88%) of Golden
Path's issued and outstanding ordinary shares, in each case held as of the
Record Date, were present either in person or by proxy, which collectively
constituted a quorum for the transaction of business. Golden Path's shareholders
voted on and approved each of the proposals (except on the proposal of
adjournment, as explained below), including the business combination proposal.
Detailed descriptions of each proposal are included in Golden Path's Definitive
Proxy Statement filed on Schedule 14A (File No. 001-40519) with the SEC on
August 12, 2022. The proposal to approve the adjournment of the Extraordinary
General Meeting to a later date or dates, if necessary or appropriate, to permit
further solicitation and vote of proxies was deemed not necessary and not acted
upon at the Extraordinary General Meeting.



                                       50



On September 16, 2022, in accordance with the Merger Agreement, the closing of
the Business Combination (the "Closing") occurred, pursuant to which Golden Path
issued 44,554,455 ordinary shares to MC shareholders. As a result of the
consummation of the Business Combination, MC became a wholly owned subsidiary of
Golden Path which changed its name to MicroCloud Hologram Inc.



After the Closing, the September 19, 2022the common shares and public warrants outstanding at the closing began trading on the NASDAQ under the symbols “HOLO” and “HOLOW”, respectively.

Immediately after giving effect to the business combination, MicroCloud had 50,812,035 common shares issued and outstanding and 6,020,500 warrants outstanding.

A description of the Business Combination and the terms of the Merger Agreement
are included in the Proxy Statement in the section entitled "The Business
Combination Proposal" beginning on page 79 of the Proxy Statement. The
description of the Merger Agreement is a summary only and is qualified in their
entirety by the full text of the Merger Agreement, including the subsequent
amendments, copies of which are attached as Exhibit 2.1, Exhibit 2.2 and Exhibit
2.3 on Form 8-K filed by MicroCloud on September 22, 2022, and are incorporated
herein by reference.

Key Components

Operating Revenues


Effective January 1, 2019, we adopted ASC 606, Revenue from Contracts with
Customers ("Topic 606"), applying the modified retrospective method to all
contracts that were not completed as of January 1, 2019. Results for the nine
ended September 30, 2021 and 2022 are presented under Topic 606. Based on the
requirements of ASC Topic 606, revenue is recognized when control of the
promised goods or services is transferred to the customers in an amount that
reflects the consideration we expect to be entitled to receive in exchange for
those goods or services.

We generate revenues primarily through (i) sales of product related to
holographic solutions services, which include LiDAR and other holographic
technology hardware products, licensing and content products, and technology
development service, and (ii) services related to holographic technology
services, which include holographic technology advertising, software development
kit ("SDK") service, and game promotion services. The following table presents
our revenues disaggregated by revenue sources, both in absolute amount and as a
percentage of our revenues, for the periods presented.

                                                          For the three months ended
                                                                 September 30,
                                             2021                                    2022
                                      RMB              %              RMB              US$              %
                                                                  (Unaudited)
Operating revenues
Products                            16,361,712          30.3        19,996,659        2,811,086          11.6
Services                            37,682,675          69.7       152,456,502       21,431,996          88.4
Total operating revenues            54,044,387         100.0       172,453,161       24,243,082         100.0



                                                           For the nine months ended
                                                                 September 30,
                                             2021                                     2022
                                       RMB              %              RMB              US$              %
                                                                  (Unaudited)
Operating revenues
Products                             85,344,274          31.4       106,275,662       14,939,996          25.0
Services                            186,612,702          68.6       318,324,137       44,749,299          75.0
Total operating revenues            271,956,976         100.0       424,599,799       59,689,295         100.0




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Cost of Revenues
Our cost of revenues primarily includes (i) the costs of hardware products sold
and cost paid to outsourced content providers, cost of third-party software
development, and compensation expenses paid to our professionals related to the
product sales and (ii) the costs paid to channel distributors of advertising
services and compensation expenses paid to our professionals related to our
service revenues. The table below sets forth a breakdown of our cost of revenues
for the periods indicated, both in absolute amount and as a percentage of our
revenues:

                                              For the three months ended
                                                     September 30,
                                  2021                                 2022
                             RMB            %             RMB              US$            %
                                                      (Unaudited)
Cost of revenues
Products                   13,033,962       24.1        14,988,401        2,107,036        8.7
Services                    4,606,996        8.5        90,454,228       12,715,854       52.5
Total cost of revenues     17,640,958       32.6       105,442,629       14,822,890       61.2



                                               For the nine months ended
                                                     September 30,
                                  2021                                 2022
                             RMB            %             RMB              US$            %
                                                      (Unaudited)
Cost of revenues
Products                   69,255,267       25.5        94,874,546       13,337,253       22.3
Services                   14,060,155        5.1       136,944,352       19,251,332       32.3
Total cost of revenues     83,315,422       30.6       231,818,898       32,588,585       54.6



Selling Expenses

As of September 30, 2022, our selling expenses consist primarily of (i)
compensation for selling personnel, (ii) travel expenses of our sales
representatives, and (iii) advertising and promotion cost, etc. Our selling
expenses as a percentage of revenues were 2.6% and 1.3% for the three months
ended September 30, 2021 and 2022, respectively. Our selling expenses as a
percentage of revenues were 1.4% and 1.3% for the nine months ended September
30, 2021 and 2022, respectively.

General and administrative expenses

As of September 30, 2022, our general and administrative expenses consist
primarily of (i) compensation for our management and administrative personnel,
(ii) expenses in connection with our operation supporting functions such as
legal, accounting, consulting and other professional service fees, and (iii)
office rental, depreciation, and other administrative related expenses. Our
general and administrative expenses as a percentage of revenues were 14.8% and
3.6% for the three months ended September 30, 2021 and 2022, respectively. Our
general and administrative expenses as a percentage of revenues were 5.7% and
4.1% for the nine months ended September 30, 2021 and 2022, respectively.


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Research and development expenses (“R&D expenses”)

As of September 30, 2022, our R&D expenses include salaries and other
compensation-related expenses to MC's research and product development
personnel, outsourced subcontractors, as well as office rental, depreciation,
and related expenses for MC's research and product development team. Our R&D
expenses as a percentage of revenues were 36.2% and 28.4% for the three months
ended September 30, 2021 and 2022, respectively. Our R&D expenses as a
percentage of revenues were 42.1% and 29.4% for the nine months ended September
30, 2021 and 2022, respectively.

Change in fair value of warrant liabilities



We account for our outstanding warrants in accordance with the guidance
contained in ASC 815-40-15-7D and 7F. We have determined that the Private
Warrants do not meet the criteria for equity treatment and is recorded as
liabilities. We classified the Private Warrants as liabilities at their fair
value and adjusts the Private Warrants to fair value at each presented period.
We determined that our Public Warrants qualify for equity treatment. Warrant
liability is subject to re-measurement at each unaudited consolidated Balance
Sheet until exercised, and any change in fair value is recognized in our
unaudited consolidated Statements of Income. The Private Warrants are valued
using a Black Scholes model.

Taxation

Cayman Islands

We are incorporated into the Cayman Islands. Under the current laws of the Cayman Islandswe are not subject to income or capital gains tax Cayman Islands. In addition, no withholding tax will be required on dividend payments we make to our shareholders.

hong kong

Quantum Edge HK Limited, our subsidiary incorporated in Hong Kong, is subject to
a two-tiered income tax rate for taxable income earned in Hong Kong. The
first HK$2 million of profits earned by a company is subject to be taxed at an
income tax rate of 8.25%, while the remaining profits will continue to be taxed
at the existing tax rate of 16.5%. No provision for Hong Kong profits tax has
been made in the unaudited consolidated financial statements as it has no
assessable profit for the nine months ended September 30, 2021 and 2022.

PRC

The subsidiaries incorporated in the PRC are governed by the income tax laws of
the PRC and the income tax provision for operations in the PRC is calculated at
the applicable tax rates on the taxable income for the periods based on existing
legislation, interpretations and practices in respect thereof. Under the
Enterprise Income Tax Laws of the PRC (the "EIT Laws"), domestic enterprises and
Foreign Investment Enterprises (the "FIE") are subject to a unified 25%
enterprise income tax rate while preferential tax rates, tax holidays and even
tax exemptions may be granted on a case-by-case basis. EIT grants preferential
tax treatment to certain High and New Technology Enterprises ("HNTEs"). Under
this preferential tax treatment, HNTEs are entitled to an income tax rate of
15%, subject to a requirement that they re-apply for HNTE status every three
years. Shanghai Mengyun obtained the "high-tech enterprise" tax status in
October 2017 and further renewed in December 2020, which reduced its statutory
income tax rate to 15% from January 2017 to December 2023. Shenzhen Mengyun
obtained the "high-tech enterprise" tax status in November 2018 and further
renewed in December 2021, which reduced its statutory income tax rate to 15%
from January 2018 to December 2024. Beijing Weixiaohai obtained the "high-tech
enterprise" tax status in December 2021, which reduced its statutory income tax
rate to 15% from January 2021 to December 2023. As of September 30, 2022,
Beijing Weixiaohai was also eligible for small enterprises.

Horgos Weiyi, Horgos Youshi, Horgos Bowei and Horgos Tianyuemeng were formed and
registered in Horgos in Xinjiang Province, China from 2016 to 2020, and Kashgar
Youshi was formed and registered in Kashgar in Xinjiang Provence, China in 2016.
These companies are not subject to income tax for 5 years and can obtain another
two years of tax-exempt status and three years at reduced income tax rate of
12.5% after the 5 years due to the local tax policies to attract companies
in
various industries.


                                       53




The Ministry of Finance ("MOF") and State Administration of Taxation ("SAT") on
January 17, 2019 jointly issued Cai Shui 2019 No. 13. This clarified that from
January 1, 2019 to December 31, 2021, eligible small enterprises whose RMB
1,000,000 of annual taxable income is eligible for a 75% reduction on a rate of
20% (i.e., effective rate is 5%) and the income between RMB 1,000,000 and RMB
3,000,000 is eligible for 50% reduction on a rate of 20% (i.e. effective rate is
10%). On March 14, 2022, MOF and SAT further jointly issued Cai Shui 2022
No. 13, which clarified that from January 1, 2022 to December 31, 2022, eligible
small enterprises whose income between RMB 1,000,000 and RMB 3,000,000 is
eligible for 75% reduction on a rate of 20% (i.e. effective rate is 5%). For the
nine months ended September 30, 2021 and 2022, Shenzhen Tianyuemeng, Yijia
Network, and Qianhai Youshi were eligible to employ this policy.


Tax savings for those entities in Xinjiang province includes Horgos Weiyi,
Horgos Youshi, Horgos Bowei, Kashgar Youshi and Horgos Tianyuemeng and for those
entities eligible for small enterprises includes Shenzhen Tianyuemeng, Yijia
Network, Qianhai Youshi and Beijing Weixiaohai, and HNTEs includes Shanghai
Mengyun and Shenzhen Mengyun.



Our PRC subsidiaries are subject to value added tax, or VAT, at a rate of 6% on
services and 13% on goods in China. We are also subject to surcharges on VAT
payments in accordance with PRC laws.

Significant Accounting Policies and Estimates

Our unaudited consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America, which
require us to make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the date of the financial statements, the reported
amounts of revenues and expenses during the reporting periods and the related
disclosures in the unaudited consolidated financial statements and accompanying
footnotes. Out of our significant accounting policies, which are described in
"Note 2-Summary of principal accounting policies" of our unaudited consolidated
financial statements included under Item 1 of Part I in this Quarterly Report,
certain accounting policies are deemed "critical," as they require our
management's highest degree of judgment, estimates and assumptions. While our
management believes our judgments, estimates and assumptions are reasonable,
they are based on information presently available and actual results may differ
significantly from those estimates under different assumptions and conditions.

Principles of consolidation

The unaudited consolidated financial statements include the financial statements
of MicroCloud and its subsidiaries. All significant intercompany transactions
and balances between MicroCloud and its subsidiaries are eliminated upon
consolidation.



Subsidiaries are those entities in which MicroCloud, directly or indirectly,
controls more than one half of the voting power; or has the power to govern the
financial and operating policies, to appoint or remove the majority of the
members of the board of directors, or to cast a majority of votes at the meeting
of directors.


Use of estimates and assumptions

The preparation of unaudited 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 and disclosures of contingent
assets and liabilities as of the date of the unaudited consolidated financial
statements and the reported amounts of revenues and expenses during the periods
presented. Significant accounting estimates reflected in our unaudited
consolidated financial statements include the useful lives of property and
equipment and intangible assets, impairment of long-lived assets and goodwill,
allowance for doubtful accounts, revenue recognition, inventory reserve,
purchase price allocation for business combination, uncertain tax position, and
deferred taxes. Actual results could differ from these estimates.



                                       54



Conversion and transaction in foreign currencies

The functional currency of MicroCloud, Menyun HK, Broadvision HK, and Mcloudvr
HK is in US dollars and the functional currency of other subsidiaries of us are
Renminbi ("RMB"), as determined based on the criteria of Accounting Standards
Codification ("ASC") 830 "Foreign Currency Matters". Our reporting currency
is
also the RMB.



Monetary assets and liabilities denominated in currencies other than the
functional currency are translated into the functional currency at the rates of
exchange in place at the balance sheet date. Transactions in currencies other
than the functional currency during the year are converted into the functional
currency at the applicable rates of exchange prevailing when the transactions
occurred. Transaction gains and losses are recognized in the unaudited
consolidated statement of operations.

In the unaudited consolidated financial statements, the financial information of
MicroCloud and other entities located outside of the PRC has been translated
into RMB. Our assets and liabilities translated from their respective functional
currencies to the reporting currency at the exchange rates at the balance sheet
dates, equity accounts are translated at historical exchange rates and revenues
and expenses are translated at the average exchange rates in effect during the
reporting period. The resulting foreign currency translation adjustment are
recorded in other comprehensive income (loss).



Convenience Translation

Translations of balances in the unaudited consolidated balance sheets,
consolidated statements of income and consolidated statements of cash flows from
RMB into USD as of and for the nine months ended September 30, 2022 are solely
for the convenience of the reader and were calculated at the rate of RMB 1.00 to
USD 0.1406, representing the mid-point reference rate set by Peoples' Bank of
China on September 30, 2022. No representation is made that the RMB amounts
represent or could have been, or could be, converted, realized or settled into
USD at that rate, or at any other rate.

Good will

Goodwill represents the excess of the consideration paid for an acquisition over
the fair value of the net identifiable assets of the acquired subsidiaries at
the date of acquisition. Goodwill is not amortized and is tested for impairment
at least annually, more often when circumstances indicate impairment may have
occurred. Goodwill is carried at cost less accumulated impairment losses. If
impairment exists, goodwill is immediately written down to its fair value and
the loss is recognized in the consolidated statements of income and
comprehensive income. Impairment losses on goodwill are not reversed.

We have the option to assess qualitative factors to determine whether it is
necessary to perform further impairment testing in accordance with ASC 350-20,
as amended by ASU 2017-04. If we believe, as a result of the qualitative
assessment, that it is more likely than not that the fair value of the reporting
unit is less than its carrying amount, then the impairment test described below
is required. We compare the fair values of each reporting unit to its carrying
amount, including goodwill. If the fair value of the reporting unit exceeds its
carrying amount, goodwill is not considered to be impaired. If the carrying
amount of a reporting unit exceeds its fair value, impairment is recognized for
the difference, limited to the amount of goodwill recognized for the reporting
unit. Estimating fair value is performed by utilizing various valuation
techniques, with the primary technique being discounted cash flows.



Impairment of long-lived assets

Long-lived assets, including property and equipment and intangible assets with
finite lives are reviewed for impairment whenever events or changes in
circumstances (such as a significant adverse change to market conditions that
will impact the future use of the assets) indicate that the carrying value of an
asset may not be recoverable. We assess the recoverability of the assets based
on the undiscounted future cash flows the assets are expected to generate and
recognize an impairment loss when estimated undiscounted future cash flows
expected to result from the use of the asset plus net proceeds expected from
disposition of the asset, if any, are less than the carrying value of the asset.
If an impairment is identified, we would reduce the carrying amount of the asset
to its estimated fair value based on a discounted cash flows approach or, when
available and appropriate, to comparable market values. For the nine months
ended September 30, 2021 and 2022, no impairment of long-lived assets was
recognized.



                                       55



Investments in non-consolidated entities

Our investments in unconsolidated entities consist of equity investments with no readily determinable fair value.

We follow ASC Topic 321, Investments Equity Securities ("ASC 321") to account
for investments that do not have readily determinable fair value and over which
we do not have significant influence. We use the measurement alternative to
measure those investments at cost, less any impairment, plus or minus changes
resulting from observable price changes in orderly transactions for identical or
similar investments of the same issuer, if any.



An impairment loss is recognized if the carrying amount of the investment exceeds its fair value and this condition is deemed to be durable.

Trade suit

The purchase price of an acquired company is allocated between tangible and
intangible assets acquired and liabilities assumed from the acquired business
based on their estimated fair values, with the residual of the purchase price
recorded as goodwill. Transaction costs associated with business combinations
are expensed as incurred, and are included in general and administrative
expenses in our consolidated statements of income and comprehensive income. The
results of operations of the acquired business are included in our operating
results from the date of acquisition.



Fair value measurement

U.S. GAAP regarding fair value of financial instruments and related fair value
measurements defines financial instruments and requires disclosure of the fair
value of financial instruments held by us.



U.S. GAAP defines fair value, establishes a three-level valuation hierarchy for
disclosures of fair value measurement and enhances disclosure requirements for
fair value measures. The three levels are defined as follow:

Valuation Method Level 1 inputs are quoted prices (unadjusted) for

identical assets or liabilities in active markets.

Valuation Method Level 2 inputs include quoted prices for

assets and liabilities in active markets, and observable data

for the asset or the liability, directly or indirectly, for

virtually the entire duration of the financial instruments.

Level 3 inputs for the valuation method are unobservable and material to

          the fair value.



Financial instruments included in current assets and current liabilities are
reported in the unaudited consolidated balance sheets at face value or cost,
which approximate fair value because of the short period of time between the
origination of such instruments and their expected realization and their current
market rates of interest.

Noncontrolling Interests
Our noncontrolling interests represent the minority shareholders' ownership
interests related to our subsidiaries, including 44% for Ocean HK and its
subsidiaries. The noncontrolling interests are presented in the consolidated
balance sheets separately from equity attributable to our shareholders.
Noncontrolling interests in the results of us are presented on the consolidated
statement of income as allocations of the total income or loss for the nine
months ended September 30, 2022 between noncontrolling interest holders and
our
shareholders.



                                       56




Common Stock Warrants

We account for common stock warrants as either equity instruments or liabilities
in accordance with ASC 480, Distinguishing Liabilities from Equity ("ASC 480"),
depending on the specific terms of the warrant agreement. See Item 1 of Part I
"Financial statements-Note 20-Warrant liabilities".



Revenue recognition

Effective January 1, 2019, we adopted ASC Topic 606 using the modified
retrospective adoption method. Based on the requirements of ASC Topic 606,
revenue is recognized when control of the promised goods or services is
transferred to the customers in an amount that reflects the consideration we
expect to be entitled to receive in exchange for those goods or services. We
primarily sell our products to hospitals and medical equipment companies.
Revenue is recognized when the following 5-step revenue recognition criteria are
met:



  1) Identify the contract with a customer



  2) Identify the performance obligations in the contract



  3) Determine the transaction price



  4) Allocate the transaction price


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

Our revenue recognition policies effective upon adoption of ASC 606 are as follows:

(i) Holographic Solutions

a. LiDAR products with holographic technology

We generate LiDAR revenue through selling integrated circuit board embedded with
holographic software. We typically enter into written contracts with its
customer where the rights of the parties, including payment terms, are
identified and sales prices to the customers are fixed with no separate sales
rebate, discount, or other incentive and no right of return exists on sales of
inventory. Our performance obligation is to deliver products according to
contract specifications. We recognize product revenues at a point in time when
the control of products are transferred to customers.



b. Holographic Technology Intelligence Vision software and technology development service

We generate revenue by developing ADAS software and technology, which are
generally on a fixed-priced basis. We have no alternative use for the customized
software and we have an enforceable right to payment for performance completed
to date. Revenues from ADAS software development contracts are recognized over
time during the contract period based on our measurement of progress towards
completion using input method, which is usually measured by comparing labor
hours expended to date to total estimated labor hours needed to satisfy the
performance obligation. As of December 31, 2021 and September 30, 2022, our
aggregate amount of transaction price allocated to unsatisfied performance
obligation is RMB2,450,000 and RMB465,800. Assumptions, risks and uncertainties
inherent in the estimates used to measure progress could affect the amount of
revenues, receivables and deferred revenues at each reporting period. We have a
long history of developing various ADAS software resulting in its ability to
reasonably estimate the progress toward completion on each fixed price
customized contracts.



                                       57



vs. Holographic Technology License and content products

We provide holographic content products and holographic software for music videos, shows and commercials on a fixed price basis. These contents and software are generally pre-developed and exist at the time of provision to the customer. Content products are delivered through its website or offline using a hard drive.

Revenues from licensing and content products are recognized when control of the products or services is transferred to customers. No upgrades, maintenance or other post-contract customer support is provided.

D. Holographic Technology Hardware Sales

We are a distributer of holographic hardware and generates revenue through
resale. In accordance with ASC 606, revenue recognition: principal agent
consideration, an entity is a principal if it controls the specified good or
service before that good or service is transferred to a customer. Otherwise, the
entity is an agent in the transaction. We evaluate three indicators of control
in accordance with ASU 2016-08: 1) for hardware sales, we are the most visible
entity to customers and assumes fulfilment risk and risks related to the
acceptability of products, including addressing customer complaints directly and
handling of product returns or refunds directly. 2) we assume inventory risk
after taking the title from vendors and are responsible for product damage
during shipment period prior to acceptance of its customers and are also
responsible for product return if the customer is not satisfied with the
products. 3) we determine the resale price of hardware products. 4) we are the
party that direct the use of the inventory and can prevent the vendor from
transferring the product to a customer or to redirect the products to a
different customer. After evaluating the above scenario, we consider ourselves
the principal of these arrangements and record hardware sales revenue on a
gross
basis.


Hardware sales contracts are on a fixed price basis with no separate sales discount, rebate or other incentive. Revenue is recognized at a time when we have delivered the products and acceptance by our customer without future obligation. We generally allow product returns due to shortages; however, the returns are historically insignificant.

(ii) Holographic Technology Service

Holographic advertisements are the use of holographic technology integrated into
advertisements on media platforms and offline display. We enter advertising
contracts with advertisers to promote merchandises and services where the price,
which is generally based on cost per action ("CPA"), is fixed and determinable.
We provide our advertising service to channel providers where the amounts cost
per action are also fixed and determinable. Revenue is recognized at a point of
time when agreed actions are performed. We consider ourselves as provider of the
services under the CPA model as we have the control of the services at any time
before they are transferred to the customers, which is evidenced by 1) having a
right to a service to be performed by the other party, which gives us the
ability to direct that party to provide the service to the customers on our
behalf. 2) having discretion in setting the price for the service 3) billing
monthly advertising fee directly to customers by settling valid CPA data with
customers. Therefore, we act as the principal of these arrangements and reports
revenue earned and costs incurred related to these transactions on a gross
basis. We also provide advertisement services through influencers on social
networks. We charge advertisers a fixed rate, which is generally a fixed
percentage of total value of merchandise sold over a specific period ("GMV").
Revenue is recognized at a point of time when merchandise is sold through social
network.



Our SDK service is a collection of software development tools in one installable
package that enables customers (usually software developers) to add holographic
functionality and run holographic advertisements in their APPs or software. SDK
contracts are primarily on a fixed rate basis, or cost per SDK Connection. We
recognize SDK service revenue at a point in time when a user completes an SDK
connection via a designated portal. Service fees are generally billed monthly
based on per-connection basis.



                                       58




We also provide game promotion services for game developers and licensed game
operators. We acted as a marketing channel that it will promote the games
through in-house or third-party platforms, from which users can download the
mobile and purchase virtual currency for in game premium features to enhance
their game playing experience. We contract with third party payment platforms
for collection services offered to game players who have purchased virtual
currency. The game developers, licensed operator, payment platforms and the
marketing channels are entitled to profit sharing based on a prescribed
percentage of the gross amount charged to the game players. Our obligation in
the promotion services is completed at a point in time when the game players
made a payment to purchase virtual currency. We considered itself an agent in
these arrangements since we do not control the services at any time.
Accordingly, we record the game promotion service revenue on a net basis.



Contract balances:

We recognize product-related receivables when we have an unconditional right to invoice and receive payment.

Payments received from customers before all relevant revenue recognition criteria are met are recognized as deferred revenue.

Our disaggregated revenue streams are summarized and disclosed in “Note 22 – Segments” to our unaudited consolidated financial statements included in item 1 of Part I of this quarterly report.

Operating leases

Effective January 1, 2022, we adopted ASU 2016-02, "Leases" (Topic 842), and
elected the practical expedients that does not require us to reassess:
(1) whether any expired or existing contracts are, or contain, leases, (2) lease
classification for any expired or existing leases and (3) initial direct costs
for any expired or existing leases. For lease terms of twelve months or fewer, a
lessee is permitted to make an accounting policy election not to recognize lease
assets and liabilities. We also adopted the practical expedient that allows
lessees to treat the lease and non-lease components of a lease as a single lease
component. On January 1, 2022, we recognized approximately RMB 5.7 million (USD
0.8 million) of right of use ("ROU") assets and approximately RMB 5.7 million
(USD 0.8 million) of operating lease liabilities based on the present value of
the future minimum rental payments of leases, using incremental borrowing rate
of 5.6% to 7%. On September 30, 2022, after the acquisition of Beijing
Weixiaohai, we recognized approximately RMB 0.9 million (USD 0.1 million) of
right of use ("ROU") assets and approximately RMB 0.9 million (USD 0.1 million)
of operating lease liabilities based on the present value of the future minimum
rental payments of leases, using incremental borrowing rate of 4.3%.



We determine if a contract contains a lease at inception. US GAAP requires that
our leases be evaluated and classified as operating or finance leases for
financial reporting purposes. The classification evaluation begins at the
commencement date and the lease term used in the evaluation includes the
non-cancellable period for which we have the right to use the underlying asset,
together with renewal option periods when the exercise of the renewal option is
reasonably certain and failure to exercise such option which result in an
economic penalty. All of our real estate leases are classified as operating
leases.



When determining the lease payments for an operating lease transitioning to ASC
842 using the effective date, it's based on future payments at the transition
date, based on the present value of lease payments over the remaining lease
term. Since the implicit rate for our leases is not readily determinable, we use
our incremental borrowing rate based on the information available at the
commencement date in determining the present value of lease payments. The
incremental borrowing rate is the rate of interest that we would have to pay to
borrow, on a collateralized basis, an amount equal to the lease payments, in a
similar economic environment and over a similar term.



Lease terms used to calculate the present value of lease payments generally do
not include any options to extend, renew, or terminate the lease, as we do not
have reasonable certainty at lease inception that these options will be
exercised. We generally consider the economic life of its operating lease ROU
assets to be comparable to the useful life of similar owned assets. We have
elected the short-term lease exception, therefore operating lease ROU assets and
liabilities do not include leases with a lease term of twelve months or less.
Its leases generally do not provide a residual guarantee. The operating lease
ROU asset also excludes lease incentives. Lease expense is recognized on a
straight-line basis over the lease term.



We review the impairment of its ROU assets consistent with the approach applied
for its other long-lived assets. We review the recoverability of its long-lived
assets when events or changes in circumstances occur that indicate that the
carrying value of the asset may not be recoverable. The assessment of possible
impairment is based on its ability to recover the carrying value of the asset
from the expected undiscounted future pre-tax cash flows of the related
operations. We have elected to include the carrying amount of operating lease
liabilities in any tested asset group and include the associated operating lease
payments in the undiscounted future pre-tax cash flows.



                                       59




Results of Operations
The results of operations presented below should be reviewed in conjunction with
the unaudited consolidated financial statements and notes included elsewhere in
this Report. The following table sets forth our unaudited consolidated results
of operations data for the periods presented:

                                            For the three months ended                              For the nine months ended
                                                  September 30,                                           September 30,
                                    2021               2022              2022               2021               2022              2022
                                     RMB               RMB                USD               RMB                RMB                USD
                                                                               (Unaudited)
OPERATING REVENUES
Products                           16,361,712         19,996,659         

2,811,086 85,344,274 106,275,662 14,939,996 Services

                           37,682,675        152,456,502        

21,431,996 186,612,702 318,324,137 44,749,299 Total operating income

           54,044,387        172,453,161        24,243,082        271,956,976        424,599,799        59,689,295

COST OF REVENUES
Products                          (13,033,962 )      (14,988,401 )      (2,107,036 )      (69,255,267 )      (94,874,546 )     (13,337,253 )
Services                           (4,606,996 )      (90,454,228 )    

(12,715,854 ) (14,060,155 ) (136,944,352 ) (19,251,332 ) Total revenue cost

            (17,640,958 )     (105,442,629 )     (14,822,890 )      (83,315,422 )     (231,818,898 )     (32,588,585 )

GROSS PROFIT                       36,403,429         67,010,532         9,420,192        188,641,554        192,780,901        27,100,710

OPERATING EXPENSES
Provision for doubtful
accounts                             (763,479 )       (2,108,156 )        

(296,360 ) (772,728 ) (3,345,438 ) (470,294 ) Selling expenses

                   (1,385,863 )       (2,316,053 )        

(325,586 ) (3,813,409 ) (5,679,054 ) (798,349 ) General and administrative expenses

                           (8,019,119 )       (6,258,991 )        

(879,875 ) (15,400,176 ) (17,473,403 ) (2,456,372 ) Research and development expenses

                          (19,565,308 )      (49,023,855 )      

Total operating expenses ) (218.27 )

INCOME FROM OPERATIONS              6,669,660          7,303,477         

1,026,707 54,213,186 41,446,962 5,826,522

CHANGE IN FAIR VALUE OF
WARRANT LIABILITY                           -          4,686,893           658,873                  -          4,686,893           658,873

OTHER INCOME (EXPENSE)
Finance income (expenses),
net                                   (33,995 )         (120,294 )         (16,911 )         (135,430 )          157,193            22,098
Other (expenses) income, net          (11,826 )          347,463           
48,846          1,337,826            927,313           130,360
Total other income, net               (45,821 )          227,169            31,935          1,202,396          1,084,506           152,458

INCOME BEFORE INCOME TAXES          6,623,839         12,217,539         1,717,515         55,415,582         47,218,361         6,637,853
BENIFIT (PROVISION) FOR
INCOME TAX                            418,198           (407,650 )         (57,307 )          265,707          1,262,111           177,425

NET INCOME                          7,042,037         11,809,889        

1,660,208 55,681,289 48,480,472 6,815,278 LESS: NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS

                 -          2,662,315           374,262                  -          2,599,285           365,402
NET INCOME ATTRIBUTABLE TO MC
HOLOGRAM INC. ORDINARY
SHAREHOLDERS                        7,042,037          9,147,574         

1,285,946 55,681,289 45,881,187 6,449,876

OTHER COMPREHENSIVE INCOME
(LOSS)
Foreign currency translation
adjustment                             (4,570 )          734,234           103,217            (18,150 )        1,357,877           190,887

COMPREHENSIVE INCOME                7,037,467         12,544,123         1,763,425         55,663,139         49,838,349         7,006,165
LESS: COMPREHENSIVE INCOME
ATTRIBUTABLE TO
NON-CONTROLLING INTEREST                    -          2,662,315           374,262                  -          2,599,285           365,402
COMPREHENSIVE INCOME
ATTRIBUTABLE TO MICROCLOUD
HOLOGRAM INC. ORDINARY
SHAREHOLDERS                        7,037,467          9,881,808        

1,389,163 55,663,139 47,239,064 6,640,763

WEIGHTED AVERAGE NUMBER OF
ORDINARY SHARES
Weighted average number of
ordinary shares
outstanding-Basic and
diluted*                           50,812,035         50,812,035       

50,812,035 50,812,035 50,812,035 50,812,035

EARNINGS PER SHARE
ATTRIBUTABLE TO MC HOLOGRAM
INC. ORDINARY SHAREHOLDERS
Earnings per ordinary share -
Basic and diluted*                       0.73               0.62              0.09               1.10               0.90              0.13





                                       60



The three months ended September 30, 2022 Compared to the three months ended
September 30, 2021

Operating Revenues. Our total operating revenues increased by approximately
219.1% from RMB54.0 million for the three months ended September 30, 2021 to
RMB172.5 million (US$24.2 million) for the three months ended September 30,
2022. The products revenues increased by approximately 22.2% from RMB16.4
million for the three months ended September 30, 2021 to RMB20.0 million (US$2.8
million) for the three months ended September 30, 2022, primarily due to the
demands increased from our customers on the holographic solutions. The services
revenues increased by approximately 304.6% from RMB37.7 million for the three
months ended September 30, 2021 to RMB152.5 million (US$21.4 million) for the
three months ended September 30, 2022, primarily due to the increase of the
demand increased from our customers for the advertising and promotion services.

Cost of Revenue. Our cost of revenue increased by approximately 497.7% from
RMB17.6 million for the three months ended September 30, 2021 to RMB105.4
million (US$14.8 million) for the three months ended September 30, 2022. The
cost of products sales increased by approximately 15.0% from RMB13.0 million for
the three months ended September 30, 2021 to RMB15.0 million (US$2.1 million)
for the three months ended September 30, 2022. The cost of services increased by
approximately 1,863.4% from RMB4.6 million for the three months ended September
30, 2021 to RMB90.5 million (US$12.7 million) for the three months ended
September 30, 2022, primarily due to our significant increased service cost paid
to our outsourcing suppliers and content providers as a result of the demand
increased from our customers for the advertising and promotion services.

Gross Profit and Gross Margin. As a result of the factors set out above, our
gross profit increased by approximately 84.1% from RMB36.4 million for the three
months ended September 30, 2021 to RMB67.0 million (US$9.4 million) for the
three months ended September 30, 2022. However, our gross margin decreased from
67.4% for the three months ended September 30, 2021 to 38.9% for the three
months ended September 30, 2022 as the increase of our outsourcing costs
exceeded the increase in revenues on our advertising and promotion business.

Provision for doubtful accounts. Our provision for doubtful accounts increased
by approximately 176.1% from RMB0.8 million for the three months ended September
30, 2021 to RMB2.1 million (US$0.3 million) for the three months ended September
30, 2022, primarily due to the allowance accrued based on management's best
estimates of specific losses on individual customer exposures.

Selling Expenses. Our selling and marketing expenses increased by approximately
67.1% from RMB1.4 million for the three months ended September 30, 2021 to
RMB2.3 million (US$0.3 million) for the three months ended September 30, 2022.
This increase was primarily due to the increase of sales and marketing
activities for our business development.

General and Administrative Expenses. Our general and administrative expenses
decreased by approximately 21.9% from RMB8.0 million for the three months ended
September 30, 2021 to RMB6.3 million (US$0.9 million) for the three months ended
September 30, 2022. This decrease was primarily due to the cost control for the
management and other supporting departments.

Research and development expenses. Our research and development expenses increased by approximately 150.6% 19.6 million RMB for the three months ended September 30, 2021 at 49.0 million RMB ($6.9 million) for the three months ended September 30, 2022. The increase is mainly explained by the continuation of research and development activities to support the development of our business.

Income from operations. Due to the factors stated above, we had approximately 6.7 million RMB operating profit for the three months ended March 31, 2021 and 7.3 million RMB (US$1.0 million) operating income for the three months ended September 30, 2022.

Change in Fair Value of Warrant Liability We recorded change in fair value of
warrant liability of nil and RMB4.7 million (US$0.7 million) for the three
months ended September 30, 2021 and 2022, respectively. We classified the
Private Warrants as liabilities at their fair value and adjusts the Private
Warrants to fair value at each presented period. Warrant liability is subject to
re-measurement at each unaudited consolidated Balance Sheet until exercised, and
any change in fair value is recognized in our unaudited consolidated Statements
of Income. The Private Warrants are valued using a Black Scholes model.

Financial Expenses, net. We had net financial expenses of approximately RMB0.03
million and RMB0.1 million (US$ 0.02 million) which consisted primarily of bank
charges and interest expenses for the three months ended September 30, 2021
and
2022, respectively.


                                       61



Other Income, net. We recorded net other expenses of approximately RMB0.01
million and net other income of RMB0.3 million (US$0.05 million) for the three
months ended September 30, 2021 and 2022, respectively. Other income was mainly
attributable to government subsidies in the form of cash and taxation award
during COVID-19 pandemic period. However, government subsidies in the form of
cash and taxation award are discretionary in nature and we do not believe that
the increase in government subsidies during the referenced period is reflective
of a known trend.

Benefit (Expenses) for Income Tax. Our income tax benefit was approximately
RMB0.4 million for the three months ended September 30, 2021. Our income tax
expense was approximately RMB0.4 million (US$0.1 million) for the three months
ended September 30, 2022 primarily due to the increase of taxable income
generated from operations in our subsidiaries in PRC.

Net Income. As a result of the foregoing, we had net income of approximately
RMB7.0 million and RMB11.8 million (US$1.7 million) for the three months ended
September 30, 2021 and 2022, respectively.



The nine months ended September 30, 2022 Compared to the nine months ended
September 30, 2021

Operating Revenues. Our total operating revenues increased by approximately
56.1% from RMB272.0 million for the nine months ended September 30, 2021 to
RMB424.6 million (US$60.0 million) for the nine months ended September 30, 2022.
The products revenues increased by approximately 24.5% from RMB85.3 million for
the nine months ended September 30, 2021 to RMB106.3 million (US$14.9 million)
for the nine months ended September 30, 2022, primarily due to the demands
increased from our customers on the holographic solutions and our successful
business development in 2022. The services revenues increased by approximately
70.6% from RMB186.6 million for the nine months ended September 30, 2021 to
RMB318.3 million (US$44.7 million) for the nine months ended September 30, 2022,
primarily due to the business development on the advertising and promotion
services in 2022.

Cost of Revenue. Our cost of revenue increased by approximately 178.2% from
RMB83.3 million for the nine months ended September 30, 2021 to RMB231.8 million
(US$32.6 million) for the nine months ended September 30, 2022. The cost of
products sales increased by approximately 37.0% from RMB69.3 million for the
nine months ended September 30, 2021 to RMB94.9 million (US$13.3 million) for
the nine months ended September 30, 2022. The cost of services increased by
approximately 874.0% from RMB14.1 million for the nine months ended September
30, 2021 to RMB136.9 million (US$19.3 million) for the nine months ended
September 30, 2022, primarily due to our significant increased service cost paid
to our outsourcing suppliers and content providers as a result of the demand
increased from our customers for the advertising and promotion services
developed in 2022.

Gross Profit and Gross Margin. As a result of the factors set out above, our
gross profit increased by approximately 2.2% from RMB188.6 million for the nine
months ended September 30, 2021 to RMB192.8 million (US$27.1 million) for the
nine months ended September 30, 2022. However, our gross margin decreased from
69.4% for the nine months ended September 30, 2021 to 45.4% for the nine months
ended September 30, 2022 as the increase of our outsourcing costs exceeded the
increase in revenues on our advertising and promotion business.

Provision for doubtful accounts. Our provision for doubtful accounts increased
by approximately 332.9% from RMB0.8 million for the nine months ended September
30, 2021 to RMB3.3 million (US$0.5 million) for the nine months ended September
30, 2022, primarily due to the allowance accrued in 2022 based on management's
best estimates of specific losses on individual customer exposures.

Selling Expenses. Our selling and marketing expenses increased by approximately
48.9% from RMB3.8 million for the nine months ended September 30, 2021 to RMB5.7
million (US$0.8 million) for the nine months ended September 30, 2022. This
increase was primarily due to the increase of sales and marketing activities for
our business development in 2022.


                                       62




General and Administrative Expenses. Our general and administrative expenses
increased by approximately 13.5% from RMB15.4 million for the nine months ended
September 30, 2021 to RMB17.5 million (US$2.5 million) for the nine months ended
September 30, 2022. This increase was primarily due to the increasing costs for
supporting our expanding business in 2022.

Research and Development Expenses. Our research and development expenses
increased by approximately 9.1% from RMB114.4 million for the nine months ended
September 30, 2021 to RMB124.8 million (US$17.5 million) for the nine months
ended September 30, 2022. The increase was primarily due to the continued
research and development activities to supporting our business development in
2022.

Income from operations. Due to the factors stated above, we had approximately 54.2 million RMB operating income for the nine months ended March 31, 2021 and 41.4 million RMB ($5.8 million) operating income for the nine months ended September 30, 2022.

Change in Fair Value of Warrant Liability We recorded change in fair value of
warrant liability of nil and RMB4.7 million (US$0.7 million) for the nine months
ended September 30, 2021 and 2022, respectively. We classified the Private
Warrants as liabilities at their fair value and adjusts the Private Warrants to
fair value at each presented period. Warrant liability is subject to
re-measurement at each unaudited consolidated Balance Sheet until exercised, and
any change in fair value is recognized in our unaudited consolidated Statements
of Income. The Private Warrants are valued using a Black Scholes model.

Financial (Expenses) Income, net. We had net financial expenses of approximately
RMB0.1 million and net interest income of RMB0.2 million (US$ 0.02 million)
which consisted primarily of interest earned from our cash and cash equivalents
for the nine months ended September 30, 2021 and 2022, respectively.

Other Income, net. We recorded net other income of approximately RMB1.3 million
and RMB0.9 million (US$0.1 million) for the nine months ended September 30, 2021
and 2022, respectively. Other income was mainly attributable to government
subsidies in the form of cash and taxation award during COVID-19 pandemic
period. However, government subsidies in the form of cash and taxation award are
discretionary in nature and we do not believe that the increase in government
subsidies during the referenced period is reflective of a known trend.

Benefit for Income Tax. Our income tax benefit was approximately RMB0.3 million
and RMB1.3 million (US$0.2 million) for the nine months ended September 30, 2021
and 2022, respectively, primarily due to the decrease of taxable income
generated from operations in our subsidiaries in PRC for the nine months ended
September 30, 2022 compared with for the nine months ended September 30, 2021.

Net Income. As a result of the foregoing, we had net income of approximately
RMB55.7 million and RMB48.5 million (US$6.8 million) for the nine months ended
September 30, 2021 and 2022, respectively.


                                       63



Recently issued accounting pronouncements

In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update
No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments, which introduced the expected credit
losses methodology for the measurement of credit losses on financial assets
measured at amortized cost basis, replacing the previous incurred loss
methodology. The amendments in Update 2016-13 added Topic 326, Financial
Instruments - Credit Losses, and made several consequential amendments to the
Codification. Update 2016-13 also modified the accounting for
available-for-sale debt securities, which must be individually assessed for
credit losses when fair value is less than the amortized cost basis, in
accordance with Subtopic 326-30, Financial Instruments - Credit Losses -
Available-for-Sale Debt Securities. The amendments in this Update address those
stakeholders' concerns by providing an option to irrevocably elect the fair
value option for certain financial assets previously measured at amortized cost
basis. For those entities, the targeted transition relief will increase
comparability of financial statement information by providing an option to align
measurement methodologies for similar financial assets. Furthermore, the
targeted transition relief also may reduce the costs for some entities to comply
with the amendments in Update 2016-13 while still providing financial statement
users with decision-useful information.

In November 2019, the FASB issued ASU No. 2019-10, which to update the effective
date of ASU No. 2016-02 for private companies, not-for-profit organizations and
certain smaller reporting companies applying for credit losses, leases, and
hedging standard. The new effective date for these preparers is for fiscal years
beginning after December 15, 2022. We are still evaluating the impact of the
adoption of this ASU on our unaudited consolidated financial statements.

In October 2020, the FASB issued ASU 2020-08, "Codification Improvements to
Subtopic 310-20, Receivables - Nonrefundable Fees and Other Costs". The
amendments in this Update represent changes to clarify the Codification. The
amendments make the Codification easier to understand and easier to apply by
eliminating inconsistencies and providing clarifications. ASU 2020-08 is
effective for us for annual and interim reporting periods beginning July 1,
2021. Early application is not permitted. All entities should apply the
amendments in this Update on a prospective basis as of the beginning of the
period of adoption for existing or newly purchased callable debt securities.
These amendments do not change the effective dates for Update 2017-08. The
adoption of this new standard does not have material impact on Company's
unaudited consolidated financial statements and related disclosures.

Except as noted above, we do not believe that any other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on our consolidated balance sheets, income statements and comprehensive income and our statements of cash flows.

Cash and capital resources

In assessing our liquidity, we monitor and analyze our cash on-hand and our
operating and capital expenditure commitments. Our liquidity needs are to meet
our working capital requirements, operating expenses and capital expenditure
obligations. Cash flow from operations, advance from shareholders, and proceeds
from third party loan have been utilized to finance our working capital
requirements. As of September 30, 2022, we had cash of RMB 334.1 million (USD
47.0 million). Our working capital was approximately RMB 350.5 million (USD
49.3 million) as of September 30, 2022. We believe our revenues and operations
will continue to grow and the current working capital is sufficient to support
our operations and debt obligations as they become due one year through report
date.

Following the approval of the Business Combination, on September 16, 2022, we
received net cash proceeds of $33.2 million from then closing of the Business
Combination, net of certain transaction costs.


                                       64




We are subject to risks and uncertainties frequently encountered by early-stage
companies including, but not limited to, the uncertainty of successfully
developing products, securing certain contracts, building a customer base,
successfully executing business and marketing strategies, and hiring appropriate
personnel.

To date, we have been funded primarily by cash flow generated from operations,
interest-free advances by from MC shareholders prior to the closing of the
Business Combination, and the net proceeds we received through the Business
Combination. Failure to generate sufficient revenues, achieve planned gross
margins and operating profitability, control operating costs, or secure
additional funding may require us to modify, delay, or abandon some of our
planned future expansion or development, or to otherwise enact operating cost
reductions available to management, which could have a material adverse effect
on our business, operating results, financial condition, and ability to achieve
our intended business objectives.

The following table sets forth a summary of our cash flows for the periods
presented

                                                                 For the nine months ended
                                                                       September 30,
                                                          2021                       2022
                                                          RMB                RMB              US$
                                                                        (Unaudited)
Net cash provided by operating activities               126,556,259        34,733,966        4,882,826
Net cash (used in)/provided by investing
activities                                             (111,158,980 )      15,211,999        2,138,470
Net cash (used in)/provided by financing
activities                                               (1,804,496 )     234,692,574       32,992,560
Effect of exchange rate on cash and cash
equivalents                                                 (70,212 )       1,431,337          201,211
Change in cash and cash equivalents                      13,522,571       

286,069,876 40,215,067 Cash and cash equivalents, beginning of period

                                                   30,682,374        48,006,979        6,748,714
Cash and cash equivalents, at the end of the
period                                                   44,204,945       334,076,855       46,963,781


Operational activities

Historically, we have financed our operations primarily through cash generated
from operations and borrowings from banks. We currently anticipate that we will
be able to meet our needs to fund operations in the next twelve months with
operating cash flow and existing cash balances.

We recorded net cash provided by operating activities of RMB34.7 million (US$4.9
million) for the nine months ended September 30, 2022. The difference between
our net income of RMB48.4 million (US$6.8 million) and the net cash provided by
operating activities was primarily due to (i) an adjustment of RMB3.7 million
(US$0.5 million) in non-cash items, which mainly consisted of depreciation and
amortization of RMB6.3 million (US$0.9 million), provision for doubtful accounts
of RMB3.3 million (US$0.5 million), deferred tax benefits of RMB1.3 million
(US$0.2 million) and change in fair value of warrant liabilities of RMB4.7
million (US$0.7 million), (ii) an increase of accounts payable of RMB6.7 million
(US$0.9 million), and (iii) an increase of advance from customers of RMB17.7
million (US$2.5 million), and was partially offset by an increase of accounts
receivable of RMB29.7 million (US$4.2 million) and prepayments and other current
assets of RMB12.2 million (US$1.7 million).

Net cash generated from operating activities for the nine months ended September
30, 2021 was RMB126.6 million. The difference between our net income of RMB55.7
million and the net cash generated from operating activities was primarily due
to (i) an adjustment of RMB5.5 million in non-cash items, which mainly consisted
of depreciation and amortization of RMB5.0 million, (ii) a decrease of accounts
receivable of RMB21.2 million, (iii) an increase of accounts payable of RMB40.4
million, and (iv) a decrease of inventories of RMB3.0 million.



                                       65




Investing Activities

Net cash provided by investing activities was RMB15.2 million (US$2.1 million)
for the nine months ended September 30, 2022, primarily due to the loan
repayment from third parties of RMB23.7 million (US$3.3 million) and the net
cash received on acquisition of RMB3.7 million (US$0.5 million) partially offset
by the loan proceeds to third parties of RMB10.3 million (US$1.5 million) and
purchase of property and equipment of RMB1.8 million (US$0.3 million).



Net cash used in investing activities was RMB111.2 million for the nine months
ended September 30, 2021, primarily due to (i) payments to related parties for
the business acquisition of RMB50.0 million, (ii) loan proceeds to third parties
of RMB61.0 million.

Financing Activities

Net cash provided by financing activities for the nine months ended September
30, 2022 was RMB234.7 million (US$33.0 million), primarily due to an increase in
the proceeds from capital contribution in reverse capitalization of RMB236.3
million (US$33.2 million).

Net cash used in financing activities for the nine months ended September 30,
2021 was RMB1.8 million, primarily due to (i) an increase in the repayments to
related parties of RMB10.6 million, and (ii) an increase in the repayments to
third parties of RMB1.2 million, partially offset by repayments from third party
of RMB8.7 million and amounts advanced from related parties of RMB1.8 million.

Off-balance sheet arrangements

From September 30, 2022we had no off-balance sheet arrangements as defined in Instruction 8 of Section 303(b) of Regulation SK.


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