10-K - ESGH - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended: December 31,2024

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

Commission file number:

000-56532

ESG INC.

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

Nevada	87-1918342
(State or other jurisdiction of	(I.R.S. employer
incorporation or formation)	Identification No.)

433 East Hillendale Road

Chadds Ford, PA 19317

(Address of principal executive offices)

267-467-5871

(Issuer’s telephone number)

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

None

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

Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 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. 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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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. No ☐

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 Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market

value of the voting and non-voting common equity held by non-affiliates computed by the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter was $35,077,567.

State the number of shares outstanding of each of

the issuer’s classes of common equity, as of the latest practicable date: 25,899,468 common shares issued and outstanding as of December 31, 2024.

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Table of Contents

			PAGE
PART I
	Item 1.	Business	3
	Item 1A.	Risk Factors	11
	Item 1B.	Unresolved Staff Comments	23
	Item 1C.	Cybersecurity	23
	Item 2.	Properties	23
	Item 3.	Legal Proceedings	23
	Item 4.	Mine Safety Disclosures	23
PART II
	Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
	Item 6	[Reserved]	25
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	27
	Item 8.	Financial Statements	F-1
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	28
	Item 9A.	Controls and Procedures	28
	Item 9B.	Other Information	29
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	29
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	30
	Item 11.	Executive Compensation	32
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	33
	Item 14.	Principal Accountant Fees and Services	34
	Item 15.	Exhibits	36
SIGNATURES			37

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PART I

FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Registrant’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Registrant. Although the Registrant believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Registrant or any other person that the objectives and plans of the Registrant will be achieved.

Unless stated otherwise, the words “we,” “us,” “our,” “the Company” or “ESG” in this Annual Report collectively refers to ESG Inc., a Nevada corporation.

Item 1. Business

DESCRIPTION OF BUSINESS

Company Overview

We were incorporated under the name Plasma Innovative Inc. on July 22, 2021 an emerging cold plasma application company. We intended to use our proprietary, cold plasma technology to treat crops and plant seeds for agriculture. However, we have decided that it is in the best interest of our shareholders to cease operations in the plasma application in the agriculture sector.

On November 6, 2023, Plasma Innovative Inc. entered into a share exchange agreement (the “Share Exchange Agreement”) with ESG Inc. (“ESGI”), a Nevada corporation, and the shareholders of ESGI (the “ESGI Shareholders”), whereby One Hundred Percent (100%) of the ownership interest of ESGI was exchanged for 10,432,800 shares of common stock of the Company issued to the ESGI Shareholders. The transaction has been accounted for as a recapitalization of the Company, whereby ESGI is the accounting acquirer.

Immediately after completion of such share exchange, the Company has 65,000,000 authorized shares of common stock and a total of 25,899,468 issued and outstanding shares of common stock.

On November 22, 2023, Plasma Innovative Inc. filed Articles of Merger with the State of Nevada to merge ESG Inc. into Plasma Innovative Inc. Plasma Innovative Inc. was the surviving entity with its name changed into ESG Inc.

Effective February 23, 2024 upon approval from FINRA, the Company’s name was changed from Plasma Innovative Inc. to ESG Inc., and its trading symbol was changed from PMIN to ESGH.

Business Overview

ESG Inc. (“ESGI”) was incorporated in October 2022 as a Nevada holding corporation and is headquartered at Kennett Square, PA and develops and operates sustainable plant-based ingredients and food production and distribution with the planned expansion into the food related business with the substantial experience of its management team, including experience and relationships in the industry of mushroom, agriculture and food in the world and the capital markets in the States.

On September 28, 2023, ESG Inc. (“ESGI”) entered into a share exchange agreement with Funan Allied United Farmer Products Co., Ltd., a China corporation (“AUFP”), the shareholders of AUFP, (each a “Shareholder,” and collectively, the “Shareholders”), and Hainan ESG Technology Co., Ltd., a China corporation (“Hainan ESG”). Pursuant to such agreement, the Shareholders exchanged their equity of AUFP to Hainan ESG for shares of common stock of ESGI, and ESGI has agreed to offer the ESGI shares. Following this transaction, AUFP became a 74.52% subsidiary of ESGI through Hainan ESG.

Neither the Company nor ESGI are Chinese operating companies. They are Nevada holding companies that operate business through Funan Allied United Farmer Products Co., Ltd., which owns Anhui Allied United Mushroom Technology Co., Ltd. and Anhui Allied United Mushroom Co., Ltd., all of whom are Chinese operating companies.

The Company exercises control over the operations of its subsidiaries. On February 17, 2023, the China Securities Regulatory Commission, or CSRC, issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, which became effective on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC. We have not sought CSRC approval by relying on the legal opinion attached hereto as Exhibit 99.1.

Our subsidiaries are formed and operating in the People’s Republic of China (together, the “Material PRC Company”) and have been duly established and is validly existing as a company under the laws of the People’s Republic of China (“PRC Laws”) and has received all authorizations required by the People’s Republic of China (the “Governmental Authorizations”) for its establishment to the extent such Governmental Authorizations are required under applicable PRC Laws, and its business license is in full force and effect. The Material PRC Company has the capacity and authority to own assets, to conduct business, and to sue and be sued in its own name under PRC Laws. The articles of association, business license and other constitutional documents (if any) of the Material PRC Company complies with the requirements of applicable PRC Laws and are in full force and effect. The Material PRC Company has not taken any corporate action, nor has any legal proceedings commenced against it, for its liquidation, winding up, dissolution, or bankruptcy, for the appointment of a liquidation committee, team of receivers or similar officers in respect of its assets or for any adverse suspension, withdrawal, revocation or cancellation of its business license.

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All of the equity interests of the Material PRC Company are owned by ESG, through ESG China Limited, a Hong Kong company, and Hainan ESG Technology Co., Ltd, a PRC company, and we believe the Material PRC Company has obtained all necessary Governmental Authorizations. The equity interests of the Material PRC Company are owned by ESG, through its subsidiaries, free and clear of any pledge or other encumbrance under PRC Laws, and there are no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any equity interest in the Material PRC Company under PRC Laws.

All of our operations are conducted by our subsidiariesand through our wholly-foreign-owned entity (“WFOE”) based in China which involves unique risks to investors.

The legal and operational risks associated with being based in or having the majority of the Company’s operations in China could result in a material change in the value of the securities we are registering for sale or 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 be worthless. Please see the Risk Factor titled “We are faced with risks and uncertainties as a foreign enterprise under PRC laws”.

Regulatory Permission

As substantially all of our operations are currently conducted by our PRC Subsidiaries in China, we are subject to the associated legal and operational risks, including risks related to the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or United States regulations, which risks could result in a material change in our operations and/or cause the value of our ordinary shares to significantly decline or become worthless, and affect our ability to offer or continue to offer securities to investors. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of 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, and adopting new measures to extend the scope of cybersecurity reviews.

On July 6, 2021, the relevant PRC government authorities made public the Opinions on Strictly Cracking Down Illegal Securities Activities, which provided that the administration and supervision of overseas-listed China-based companies will be strengthened, and the special provisions of the State Council on overseas issuance and listing of shares by such companies will be revised, clarifying the responsibilities of domestic industry competent authorities and regulatory authorities. However, the Opinions on Strictly Cracking Down Illegal Securities Activities were only issued recently, leaving uncertainties regarding the interpretation and implementation of these opinions. It is possible that any new rules or regulations may impose additional requirements on us.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission, or the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

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 replace 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 online platform operator (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, 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 be listed in a foreign country.

According to the Notice by the General Office of the State Council of Comprehensively Implementing the List-based Management of Administrative Licensing Items (No. 2 [2022] of the General Office of the State Council) and its attachment, the List of Administrative Licensing Items Set by Laws, Administrative Regulations, and Decisions of the State Council (2022 Edition), as of the date hereof, our PRC subsidiaries has received from PRC authorities all requisite licenses, permissions or approvals needed to engage in the businesses currently conducted in China. As of the date hereof, neither we nor our PRC Subsidiaries (i) are required to obtain permissions from any PRC authorities to operate or issue our ordinary shares to foreign investors, (ii) are subject to permission requirements from the CSRC, the CAC or any other entity that is required to approve our PRC subsidiaries’ operations, or (iii) have received or were denied such permissions by any PRC authorities.

The only permission required for operations is the business license of the PRC subsidiaries. The business license in PRC is a permit issued by Market Supervision and Administration that allows the company to conduct specific business within the government’s geographical jurisdiction. As of the date hereof, our PRC subsidiaries have received from PRC authorities all requisite licenses, permissions or approvals needed to engage in the businesses currently conducted in China, and no permission or approval has been denied. At present, we do not believe our operations require any other approvals and or permissions of Chinese authorities.

If we were required to obtain approval from the CSRC in the future and were denied permission from Chinese authorities to list or become quoted on U.S. exchanges and/or quotation servicers, we will not be able to continue to be quoted or listed on U.S. exchanges, which would materially affect the interests of the investors. It is uncertain when and whether the Company will be required to obtain permission from the PRC government to list or become quoted on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain permission from any of the PRC central or local government to obtain such permission and has not received any denial to list or become quoted on the U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry; if we inadvertently conclude that such approvals are not required when they are, or applicable laws, regulations, or interpretations change and we are required to obtain approval in the future.

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On December 24, 2021, the China Securities Regulatory Commission, or the CSRC, issued Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Administration Provisions”), and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (the “Measures”), which were open for public comments by January 23, 2022. The Administration Provisions and Measures for overseas listings lay out specific requirements for filing documents and include unified regulation management, strengthening regulatory coordination, and cross-border regulatory cooperation. Domestic companies seeking to list abroad must carry out relevant security screening procedures if their businesses involve supervisions such as foreign investment security and cyber security reviews. Companies endangering national security are among those off-limits for overseas listings. We believe the Company is not affected by this based upon the legal opinion attached hereto as Exhibit 99.1.

On February 17, 2023, with the approval of the State Council, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Measures, among other requirements, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures with the CSRC; if a domestic company fails to complete the filing procedures, such domestic company may be subject to administrative penalties; and (2) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application. On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which clarifies that (1) on or prior to the effective date of the Trial Measures, domestic companies that have already submitted valid applications for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges may reasonably arrange the timing for submitting their filing applications with the CSRC, and must complete the filing before the completion of their overseas offering and listing; (2) a six-month transition period will be granted to domestic companies which, prior to the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges, but have not completed the indirect overseas listing; if domestic companies fail to complete the overseas listing within such six-month transition period, they shall file with the CSRC according to the requirements; and (3) the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliance requirements, and support the development and growth of these companies.

With respect to the domestic company, non-compliance with the Trial Measures or an overseas listing completed in breach of it may result in a warning or a fine ranging from RMB 1 million to RMB10 million. Furthermore, the directly responsible executives and other directly responsible personnel of the domestic company may be warned or fined between RMB 500,000 and RMB 5 million and the controlling shareholder, actual controllers, and other legally appointed persons of the domestic company may be warned, or fined between RMB 1 million and RMB 10 million. If, during the filing process, the domestic company conceals important factors or the content is materially false, and securities are not issued, they are subject to a fine of RMB1 million to RMB10 million. With respect to the directly responsible executives and other directly responsible personnel of the domestic company, they are subject to a warning and fine between RMB 500,000 and RMB 5 million, and with respect to the controlling shareholder, actual controllers, and other legally appointed persons of the domestic company, they are subject to a warning and fine between RMB 1 million and RMB 10 million.

The Trial Measures have come into effect. After March 31, 2023, any failure or perceived failure by the domestic company or PRC subsidiaries to comply with the above confidentiality and archives administration requirements under the Trial Measures and other PRC laws and regulations may result in that the relevant entities would be held legally liable by competent authorities and referred to the judicial organization to be investigated for criminal liability if suspected of committing a crime.

According to a translated copy of the current and effective regulations promulgated by the China Securities Regulatory Commission, that is, the “Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies” Article 2 states, “Direct overseas offering and listing by domestic companies refers to such overseas offering and listing by joint-stock company incorporated domestically. Indirect overseas offering and listing by domestic companies refers to such overseas offering and listing by a company in the name of an overseas incorporated entity, whereas the company’s major business operations are located domestically, and such offering and listing is based on the underlying equity, assets, earnings or other similar rights of a domestic company”. Article 16 states, “Subsequent securities offerings of an issuer in the same overseas market where it has previously offered and listed securities shall be filed with the CSRC within 3 working days after the offering is completed.

According to a translated copy of the current and effective regulations promulgated by the China Securities Regulatory Commission, that is, the “Regulations on Strengthening the Confidentiality and Archives Management Work Related to the Overseas Issuance and Listing of Securities” Article 3 states, “A domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant entities or individuals including securities companies, securities service providers, and overseas regulators, documents and materials that contain state secrets or government work secrets, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level. Where there is ambiguity or dispute over the identification of a state secret, a request shall be submitted to the competent secrecy administrative department for determination; where there is ambiguity or dispute over the identification of a government work secret, a request shall be submitted to the competent government authority for determination.” Further, Article 4 states that, “A domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant entities or individuals including securities companies, securities service providers, and overseas regulators, other documents and materials that, if divulged, will jeopardize national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations.” Accordingly, as the Company does not believe its operations fall into the above legal provisions, the Company does not believe that it is required to seek authorizations from Chinese authorities.

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At present, we do not believe our operations require the approval and or permission of Chinese authorities, based upon the legal opinion attached hereto as Exhibit 99.1. This is because the Company’s primary business is food supply, which we were informed by counsel does not require the approval and permission of the Chinese government. Please see related legal opinion attached hereto as Exhibit 99.1. The “Special Management Measures for Foreign Investment Access (Negative List) (2021 Edition)” and “Market Access Negative List (2022 Edition)” issued by the Chinese government do not include the industry and business the Company is involved in. The Company will settle amounts owed under the WFOE structure by transferring dividends, or distributions between the holding company and its subsidiaries, or to investors, which have not yet occurred. We intend to rely primarily on dividends paid by the WFOE for our cash needs, including the funds necessary to pay dividends and other cash distributions, if any, to our shareholders, to service any debt we may incur and to pay our operating expenses. The Company has made no such distributions to date nor has it received any distributions from the WFOE to date, and the Company has no current cash management policies in place. The Company will look to implement one in the near future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, our WFOE may experience difficulties in completing the administrative procedures necessary to pay distributions from its profits, if any. Furthermore, if our WFOE incurs debt on its own in the future, the instruments governing the debt may restrict their ability to pay distributions or make other payments. If the Company or our subsidiaries are unable to receive all of the revenues from our operations, we may be unable to pay dividends on our Shares.

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

There are no legal, or governmental proceedings, regulatory investigations or other governmental decisions, rulings, orders, or actions before any Governmental Agencies in progress or pending in the PRC to which the Company or the Material PRC Company is a party or to which any assets of the Material PRC Company is a subject.

All dividends declared and payable upon the equity interests in the WFOE may be converted into foreign currency and freely transferred out of the PRC free of any deductions in the PRC, provided that (i) the declaration and payment of such dividends complies with applicable PRC Laws and the constitutional documents of the WFOE, and (ii) the remittance of such dividends out of the PRC complies with the procedures required by the relevant PRC Laws relating to foreign exchange administration.

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

Adverse changes in economic and political policies of the PRC government could have a material and adverse effect on overall economic growth in China, which could materially and adversely affect our business. General macroeconomic conditions may materially and adversely affect our business, prospects, results of operations and financial position. The PRC government’s control over foreign currency conversion may adversely affect our business and results of operations and our ability to remit dividends.

There is no tax or duty payable by or on behalf of the Material PRC Company under applicable PRC Laws in connection with the creation, allotment and issuance of Common Shares, provided that each person taking the aforementioned actions is not subject to PRC tax by reason of citizenship, permanent establishment, residence or otherwise subject to PRC tax imposed on or measured by net income or net profits.

There are no reporting obligations to any Governmental Agency under PRC Laws on those holders of Common Shares who are not deemed to be PRC residents as defined under applicable PRC Laws, to the extent that no reporting obligation is triggered by the purchase or holding of Common Shares under the PRC anti-monopoly laws, rules and regulations.

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deem relevant, and subject to the restrictions contained in any future financing instruments.

All of our business operations are conducted in China. Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. Although the PRC economy has been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the PRC government continues to exercise significant control over China’s economic growth through direct allocation of resources, monetary and tax policies, and a host of other government policies such as those that encourage or restrict investment in certain industries by foreign investors, control the exchange between the Renminbi and foreign currencies, and regulate the growth of the general or specific market. While the Chinese economy has experienced significant growth in the past 30 years, growth has been uneven, both geographically and among various sectors of the economy. As the PRC economy has become increasingly linked with the global economy, China is affected in various respects by downturns and recessions of major economies around the world. The various economic and policy measures enacted by the PRC government to forestall economic downturns or bolster China’s economic growth could materially affect our business. Any adverse change in the economic conditions in China, in policies of the PRC government or in laws and regulations in China could have a material adverse effect on the overall economic growth of China and market demand for our products. Such developments could adversely affect our businesses, lead to reduction in demand for our products and adversely affect our competitive position.

The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since the late 1970s, the PRC government has been building a comprehensive system of laws and regulations governing economic matters in general. The overall effect has been to significantly enhance the protections afforded to various forms of foreign investments in China. We conduct our business primarily through our WFOE, and the WFOE is established in China. These companies are generally subject to laws and regulations applicable to foreign investment in China. However, since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to us. In addition, some regulatory requirements issued by certain PRC government authorities may not be consistently applied by other government authorities (including local government authorities), thus making strict compliance with all regulatory requirements impractical, or in some circumstances impossible. For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract.

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ESG the Driving Force behind the Company

ESG’s core business philosophy is to develop and operate sustainable and technology-driving food related businesses consistent with the principles of Environmental, Sustainable and Governance investing.

An explanation of the three domains of Environmental, Sustainable and corporate Governance -- is critical to understanding ESG’s development of its own business.

Environmental and Sustainable criteria include technology and equipment application, energy use, waste, pollution, natural resource conservation, and treatment of animals and natural resources and help us avoid a company that might pose a greater financial risk due to their environmental or other practices. The United Nations projects that the world’s population is to reach 8.5 billion by 2030, 9.7 billion by 2050 and exceed 11 billion in 2100. Food production needs to meet the projected demands in the coming years. Thus, food production should be technology-driven, environmentally friendly, sustainable and not have a negative impact on the ecosystem and natural resources. Thus the “E and S” in ESG is the first keen focus in developing and operating our business.

Corporate Governance deals with a company’s top-down leadership and how it governs itself in an ethical, transparent and manner devoid of conflicts of interest and focuses on executive pay, audits, internal controls, and shareholder rights. We see an ever-increasing consumer and investor demand for sustainable food production and distribution. We believe that many consumers will expect that food is produced under stringent scrutiny for food safety and that ethical policies underlie every part of the process. We believe they will be willing to pay a premium for food sourced through such channels. In addition, we expect governments everywhere will promulgate and enforce stricter food safety regulations, which should eliminate a large number of food producers who will be unable to comply with these respective regulations. These market conditions will require food companies to embrace new means of production and technology. We believe this will lead to consolidation in various segments of the food industry, in which only forward-thinking participants like ESG will survive and prosper.

Our Operating Subsidiary Companies

ESG is a holding company engaged in sustainable food production and distribution directly or indirectly through our subsidiaries and currently owns operating subsidiaries in China. Our operating subsidiaries are involved in direct mushroom composting, growing, food production, distribution as well as import and export of food. We believe that the growing global demand for sustainable high-quality food presents a unique opportunity for companies engaged in this critical area that is being paid increasing attention by global investors.

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Funan Allied United Farmer Product Co., Ltd. (“AUFP”) was created in 2017 in China by US mushroom industry participants with the support of strategic investors to revolutionize China’s mushroom industry and create enhanced standards for food safety, sustainability, greenness, and resulting high-quality food products to serve Chinese consumers and regional Asian export markets. AUFP engages in the research and development, composting, cultivation, processing, packaging, and distribution of high-quality white button mushrooms from Fuyang, China. As a bio-sustainable and resources-recyclable company, with wheat straw and animal manure as the major raw materials, kinds of agricultural waste, AUFP is dedicated to building Fuyang into the hub to supply high-quality mushroom, compost and organic fertilizer in Asia with the support of industrial experts and capital.

Currently, AUFP owns approximately 56 acres of industrial land use rights and built bunkers, tunnels and growing facilities, totaling approximately 300,000 square feet, with fresh white button mushrooms capacity of 7,300 tons per year and production capacity to 90,000 tons of Phase IIII compost per year, of which two-thirds are planned to be sold to third party’s farms.

As an AUFP’s subsidiary, Anhui Allied United Mushroom Technology Co., Ltd. (“AUMT”) operates a Phase III compost manufacturing facility to distribute to its own and third-party growing facilities in China and east and southeast Asia while Anhui Allied United Mushroom Co. Ltd. (“AUM”), an AUFP subsidiary, is a company engaged in growing, packing and distributing fresh white button mushrooms in China.

Anhui Allied United Mushroom Technology Co., Ltd.

Anhui Allied United Mushroom Technology Co., Ltd. (“AUMT”) was created in China in March 2018, to manufacture white button mushroom compost.

White button mushroom compost is a unique living organism. It varies according to the environment where it is produced. Making mushroom compost is a complex process that AUMT has been perfecting. AUMT uses the art of the state phase III composting process to make compost under the supervision of a team of specialists, taking raw materials from the local area, for our own farms and other mushroom growers.

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Phase III composting process is composed of:

Phase I: Bales of straw are mixed with animal manure, water and gypsum. When mixed, the material is filled into large aerated concrete vessels, called bunkers. During this phase the compost reaches temperatures of 80 degrees Celsius. After 10–13 days the Phase I process is completed, ready for the Phase II process to begin.

Phase II: The material is removed from the bunkers and filled into closed tunnels, where we monitor and control a series of temperature changes – the most important of which is pasteurization. Pasteurization helps remove any unwanted organisms from the compost. The next and most important stage of Phase II is the conditioning of the compost. This means that microbes convert ammonia and amines into protein. Phase II takes approximately 10 days. The climate controlled “tunnel” heats the compost to 58 degrees Celsius for pasteurization and then conditions it at 48 degrees Celsius.

Phase III: Once the Phase II process is completed, the compost is cooled and removed from the Phase 2 tunnels. Mushroom spawn is added and the compost is then refilled into Phase III tunnels. Spawn is usually made with rye or millet grain that has been sterilized and inoculated with mushroom tissue (mycelium). This Phase III incubation process takes 17-19 days. During this time mycelium grows throughout the substrate. After the 17-19 days incubation period, the Phase III compost is loaded into specially designed trucks for transport to the growing facility.

Currently AUMT owns 9 bunkers, 31 tunnels and related auxiliary facilities and equipment with the capacity of 90,000 tons annually of Phase III compost to supply.

Anhui Allied United Mushroom Co., Ltd.

Anhui Allied United Mushroom Co., Ltd. (“AUM”) was created in China in April 2018, to grow fresh white button mushroom and provide white button mushroom growing management services. AUM produces high quality fresh white button mushrooms.

The growing process is composed of the following steps:

As the mushroom compost is filled into the growing rooms, a layer of peat is applied to the surface of the Phase III compost. The layer is called the casing layer and is essential for the formation of the mushrooms. Over a 3-4 days period, the mushroom tissue grows throughout the compost and up through the casing layer.

The environment is then altered to simulate an autumn day, which promotes the formation of mushrooms. As a result, tiny mushroom heads (pins) begin to appear. During the next two weeks the levels of moisture, temperature, humidity, carbon dioxide and air movement are carefully monitored.

The pins eventually grow into mushrooms. The mushrooms are picked by hand to maintain the highest possible quality. All our mushrooms are cooled quickly after harvesting and are packed and transported in refrigerated trucks to wholesale markets or supermarkets.

Currently, AUM owns approximately 335,000 square feet of growing area, with annual production of fresh white button mushroom of approximately 20,000,000 LBS.

From the fourth quarter of 2024, AUFP began its processing business by drying, milling, mixing and packing of off-grade mushroom and mushroom stems into mushroom seasoning powder. All of processed mushroom seasoning powder is exclusively for export according to the signed sale contract.

Market Overview

Health Diet Trend

We believe that people are searching for vegan and plant-based options for every aspect of their lifestyle. Mushrooms are a nutritious vegetarian delicacy and contain many vitamins and minerals but are low on sugar and fat. We believe that they are becoming a preferable and quality ingredient source for plant-based food. As an innovative food company with the whole production chain of mushrooms, we are committed to innovating and providing sustainable mushroom-based food and its ingredients.

Mushrooms are popular in most of the developed countries and are becoming accepted in many developing countries. The market for mushrooms is growing rapidly because of their rich nutritional value and special taste aroma, and flavor. The global plant-based food market is expected to reach 77.8 billion U.S. dollars in 2025. The forecast projects that by 2030 the market will have more than doubled. (https://www.statista.com/statistics/1280394/global-plant-based-food-market-value/).

Quality Phase III Compost and Strong Demand

We believe that the key factor for the successful growing of white button mushrooms is composting. Composting is a delicate and difficult business, especially in large-scale and commercial indoor growing. ESG believes it is positioning itself as the compost provider in the Asian Pacific area with its management expertise and experience in composting and advantages of being near a raw material supply.

Our Competitive Strengths

Experienced Management

ESG’s management is composed of professionals in mushroom composting, growing, food processing and marketing, and the food industry, as well as in capital markets and public companies. We have experienced experts in white button mushroom production and, especially, composting, on our management team. Experienced and senior experts are the most important asset to ESG. ESG is designing and executing a comprehensive training system to continue to build up the management team for our operations and the provisions of management service.

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Focusing Key Stages of Food Production

ESG is focusing on the composting business and food processing business, especially mushroom related, which is two ends of the most value added.

ESG is focusing on research and development in connection with the improvement of mushroom composting production and of the production of mushroom based food and its ingredients. We concentrate ESG’s capital and efforts on key stages.

Production Location in the raw material base

A location near the supply of excellent raw materials such as wheat straw and animal manure are very important in order to control the cost of production and the quality of mushroom. ESG’s current and planned production facilities are located in excellent places of raw materials to be collected such as Funan in China.

Employees

We currently have around 20 full-time management employees and 60 full-time operating workers along with around 145 part time harvesters and runners.

Intellectual Property

ESG has 1 invention Patent, 14 Utility Model Patents, registered and 17 Utility Model Patents with pending effectiveness.

Reports to Security Holders

You may read and copy any materials the Company files with the Commission in the Commission’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

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Item 1A. Risk Factors

Risk Factors

An investment in our common stock involves a highdegree of risk. You should carefully consider the risks described below and the other information contained in this report before decidingto invest in our common stock.

Risks Related to our Business

We face risks related to health epidemics thatcould impact our sales and operating results.

Our business could be adversely affected by the effects of a widespread outbreak of contagious disease, including COVID-19. Although the impact of COVID-19 was temporary on our business and operations in 2021 due to some shutdowns in China, any outbreak of contagious diseases in the future, and other adverse public health developments, particularly in China, could have a material and adverse effect on our business operations. These could include disruptions or restrictions on our ability to conduct our operations, as well as temporary closures of our facilities and ports or the facilities of our customers and third-party service providers. Any disruption or delay of our customers or third-party service providers would likely impact our operating results and the ability of the Company to continue as a going concern. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of China and many other countries, resulting in an economic downturn that could affect demand for our products and significantly impact our operating results.

The loss of any of our key customers could reduceour revenues and our profitability.

Our key customers in fiscal year 2024 were distributor in Hefei China and processor in Fujian province China. If we cannot maintain long-term relationships with these major customers, the loss of our sales to them could have an adverse effect on our business, financial condition and results of operations. There can be no assurance that we will maintain or improve the relationships with these customers, or that we will be able to continue to supply these customers at current levels or at all. In addition, having a relatively small number of customers/distributors may cause our quarterly results to be inconsistent, depending upon these customers’ daily capacity to sell.

Our failure to comply with PRC food safety lawsmay require us to incur significant costs.

Manufacturers in the Chinese food industry are subject to compliance with PRC food safety laws and regulations. Such laws require manufacturers to comply with regulations with respect to food, food additives, packaging, and food production sites, facilities and equipment. Failure to comply with PRC food safety laws may result in fines, suspension of operations and, in more extreme cases, criminal proceedings against an enterprise and its management. The Chinese government may also change the existing laws or regulations or impose additional or stricter laws or regulations, compliance with which may cause us to incur significant capital expenditures, which we may be unable to pass on to our customers through higher prices for our products.

We lack product and business diversification.Accordingly, our future revenues and earnings are more susceptible to fluctuations than a more diversified company.

Our primary business activities have historically focused on fresh white button mushrooms products although we began a fresh mushroom processing business in the fourth quarter of 2024. Because our focus has historically been limited in this way, any risk affecting the fresh mushrooms industry or consumers’ desire for fresh mushrooms products could disproportionately affect our business. To enhance our ability to continue to operate, we are dedicating resources to generate recurring revenues and sustainable operating cash flows. On December 31, 2022, AUM, a subsidiary of ESG acquired 12 mushroom houses by assuming debt. The new operations further increase the production of mushrooms and reduce fixed cost per unit to reach the scale effect of economics. On January 5, 2022, Funan Agricultural Reclining Investment Co. Ltd signed an agreement to fund $18.09 million by 10-year debt financing for the expansion of composting facilities, which will further generate revenue on compost sales with a higher profit margin. In 2024, we improved efficiency with current facilities, the revenue of fresh mushroom reached USD 5.86 million and the processing revenue of fresh mushroom reached USD 3.94 million, respectfully; on the other side, we were expanding our composting facilities to generate compost sale revenue of USD 2.88 million in 2024.

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Governmental support to the agriculture industryand/or our business may decrease or disappear.

Currently the Chinese government is supporting agriculture with tax exemption, especially e-commerce in agriculture. In addition, our local government has been supporting our company by providing subsidies from time to time. These beneficial policies may change, so the support we receive from the government may decrease or disappear, which may impact our development.

Beneficial tax incentives may disappear.

We operate our business through our Chinese subsidiaries. Currently the agriculture industry is highly supported by the Chinese government. For example, to further strengthen and standardize the support of comprehensive agricultural development to the characteristic industries with agricultural advantages, the Chinese National Office of Comprehensive Agricultural Development has decided to carry out the compilation of The Plan for Comprehensive AgriculturalDevelopment to Support the Agricultural Advantage and Characteristic Industries (2019-2021)(the “New Plan”). Mushrooms are emphasized and classified as a “dominant and characteristic industry,” which may become the objects of policy-support issue in the future. However, the New Plan has not yet been formally approved and the final result remains to be further observed.

As an agricultural production enterprise, we are enjoying certain tax benefits, including a tax waiver of VAT and income tax. If the tax policies change in a way that some or all of the tax benefits we presently receive are cancelled, we may need to pay much higher taxes which will reduce or eliminate our profit margin.

We are subject to extensive regulations by theChinese government.

The food industry is subject to extensive regulations by Chinese government agencies. Among other things, these regulations govern the manufacturing, importation, processing, packaging, storage, exportation, distribution and labelling of our products. New or amended statutes and regulations, increased production at our existing facilities, and our expansion into new operations and jurisdictions may require us to obtain new licenses and permits and could require us to change our methods of operations at costs that could be substantial.

Failure to make adequate contributions to theHousing Provident Fund for certain employees of our PRC subsidiaries could subject us to labor disputes or complaints and adversely affectour financial condition.

Pursuant to the Regulations on Management of Housing Provident Fund (“HPF”), promulgated by the State Council on April 3, 1999 and amended on March 24, 2002, PRC enterprises must register with relevant HPF management center, open special HPF accounts at a designated bank and make timely HPF contributions for their employees. In accordance with the Regulations on Management of Housing Provident Fund and the Rules for Administrative Enforcement of Housing Provident Fund in Anhui Province, an enterprise that fails to register with HPF management center or open accounts for its employees shall be ordered to do so within the prescribed time; if a PRC company fails to comply within the prescribed time, it could be fined between RMB10,000 and RMB50,000.

Furthermore, if such enterprise fails to pay in full or in part its HPF contributions, such enterprise will be ordered by the HPF enforcement authorities to make such contributions, and may be compelled by the people’s court that has jurisdiction over the matter to make such contributions. Pursuant to the relevant HPF laws and regulations, HPF contributions are only required for employees with urban housing registration. For employees with rural housing registration, contributions are voluntary and are not required. In addition, there are discrepancies in the interpretation and enforcement of such regulations at the national and local level. Local and national enforcement practices at times vary significantly.

Our PRC subsidiaries have not opened HPF accounts for their employees (almost all of them are with rural housing registration). Regarding those employees who our PRC subsidiaries make no contribution to HPF, our PRC subsidiaries have employment contracts with them to clarify salary to include contribution and employee has obligation to deal with it by themself. Although our PRC subsidiaries do this way, they may still potentially be ordered by HPF enforcement authorities to make full contribution, and face litigation by employees in relation to their failure to make full contribution. As of the date of this report, our PRC subsidiaries have not received any demand or order from the competent authorities with respect to their HPF contribution. To the extent the PRC subsidiaries are required to make such payments, our financial condition will likely be adversely affected.

Mushrooms are subject to risks related to diseases,pests, and system malfunction.

Mushrooms are exposed to diseases and pests. Pests and diseases during the cultivation process may significantly decrease the quantity of quality mushrooms, which may impact our revenue.

Temperature can have a significant impact on the growth and the quality of mushrooms. Although our growing facilities are indoors under the control of AI monitor, we are still potential to encounter the malfunction of cooling, airflow, and heating system.

Our farms may fail to comply with the legalrequirements and our quality standards and be negatively impacted by the quality of our raw materials.

Our farms are responsible for complying with the legal requirements. It is possible that we fail to comply with any PRC law relating to food safety during the composting and growing. If the governmental agency determines we are not eligible to continue the operation, we will need to pause. Our farms may also be negatively impacted by bad quality of raw materials so fail to comply with our quality standards.

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Increases in our raw materials costs may negativelyaffect our operating results.

The price of the raw materials we use may be inelastic when we wish to purchase supplies. We cannot guarantee that we will be able to control our material expenses. In addition, as we are competing based upon low cost, we will risk losing customers by increasing our selling prices. To the extent our costs increase beyond the price we can charge our customers, our operating results could be harmed.

We may require additional financing in the futureand our operations could be curtailed if we are unable to obtain required additional financing when needed.

While we do not anticipate seeking additional financing in the immediate future, any additional equity may result in dilution to the holders of our outstanding shares of capital stock. Additional debt financing may include conditions that would restrict our freedom to operate our business, such as conditions that:

●	increase our vulnerability to general adverse economic and industry conditions;
●	require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund capital expenditures, working capital and other general corporate purposes; and
●	limit our flexibility in planning for, or reacting to, changes in our business and our industry.

We cannot guarantee that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.

We are substantially dependent upon our seniormanagement.

We are highly dependent on our senior management to manage our business and operations. In particular, we rely substantially on our Chief Executive Officer Zhi Yang on current stage.

Failure to manage our growth could strain ourmanagement, operational and other resources, which could materially and adversely affect our business and prospects.

Our growth strategy includes building a food processing facility, developing export customers of our existing fresh mushroom and Phase III compost, and increasing varieties of agricultural and food products. Pursuing these strategies has resulted in and will continue to result in substantial demands on management resources. In particular, the management of our growth will require, among other things:

●	stringent cost controls and sufficient liquidity;
●	strengthening of financial and management controls;
●	increased marketing, sales and support activities; and
●	hiring and training of new personnel.

If we are not able to manage our growth successfully, our business and prospects would be materially and adversely affected.

An insufficient amount of insurance could exposeus to significant costs and business disruption.

While we have purchased insurance to cover certain events, the amounts and scope of coverage could leave our business inadequately protected from loss. If we were to incur substantial losses or liabilities due to fire, explosions, floods, other natural disasters or accidents or business interruption, our results of operations could be materially and adversely affected.

If we fail to protect our intellectual propertyrights, it could harm our business and competitive position.

We rely on a combination of patents, trademark, domain name laws and non-disclosure agreements and other methods to protect our intellectual property rights.

Implementation of PRC intellectual property-related laws have historically been lacking, primarily because of ambiguities in the PRC laws and enforcement difficulties. Accordingly, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other western countries. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive, and we may need to resort to litigation to enforce or defend patents issued to us or to determine the enforceability, scope and validity of our proprietary rights or those of others. Such litigation and an adverse determination in any such litigation, if any, could result in substantial costs and diversion of resources and management attention, which could harm our business and competitive position.

We may be exposed to trademark infringementand other claims by third parties which, if successful, could disrupt our business and have a material adverse effect on our financialcondition and results of operations.

If we sell our branded products internationally, and as litigation becomes more common in China, we face a higher risk of being the subject of claims for trademark infringement, invalidity or indemnification relating to other parties’ proprietary rights. The defense of trademark suits, including trademark infringement suits, and related legal and administrative proceedings can be both costly and time consuming and may significantly divert the efforts and resources of our management personnel. Furthermore, an adverse determination in any such litigation or proceedings to which we may become a party could cause us to:

●	pay damage awards;
●	seek licenses from third parties;
●	pay ongoing royalties;
●	redesign our branded products; or
●	be restricted by injunctions,

each of which could effectively prevent us from pursuing some or all of our business and result in our customers or potential customers deferring or limiting their purchase or use of our products. This could have a material adverse effect on our financial condition and results of operations.

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There are implications of being an emerginggrowth company.

As a company with less than $2.0 billion in revenue during its last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. For as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. These provisions include:

-	a requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis included in an initial public offering registration statement;
-	an exemption to provide less than five years of selected financial data in an initial public offering registration statement;
-	an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting;
-	an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;
-	an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; and
-	reduced disclosure about our executive compensation arrangements.

An emerging growth company is also exempt from Section 404(b) of the Sarbanes Oxley Act, which requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. Similarly, as a Smaller Reporting Company we are exempt from Section 404(b) of the Sarbanes-Oxley Act and our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until such time as we cease being a Smaller Reporting Company.

As an emerging growth company, we are exempt from Section 14A (a) and (b) of the Exchange Act which require stockholder approval of executive compensation and golden parachutes.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We would cease to be an emerging growth company upon the earliest of:

-	the first fiscal year following the fifth anniversary of the filing of Form S-1;
-	the first fiscal year after our annual gross revenues are $2 billion or more;
-	the date on which we have, during the previous three-year period, issued more than $2 billion in non-convertible debt securities; or
-	as of the end of any fiscal year in which the market value of our Common Stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

Risks Related to Doing Business in China

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

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

●	Delay or impede our development,
●	Result in negative publicity or increase our operating costs,
●	Require significant management time and attention, and
●	Subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.

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

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to customer rights, taxation, employment, property and other matters. The central or local governments of China may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties. Given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action 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 become worthless.

Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which was made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems, will be taken to deal with the risks and incidents of China-concept overseas listed companies. Such future administrative measure or actions may have material adverse effects on the offering of our securities to investors, our proposed listing in the U.S. or our business operation, for example in the event that it is required that we should obtain permission from the Chinese government to offer our securities to investors or list on U.S. exchanges, it is unpredictable whether such permission can be obtained by us, as the case may be, or, if permission is obtained, whether it could be later denied or rescinded. If we, including our subsidiaries, do not receive or maintain such permissions or approvals, or inadvertently conclude that such permissions or approvals are not required, it could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, list in the U.S. and cause the value of our securities to significantly decline or become worthless. As of the date hereof, we have not received any inquiry, notice, warning, or sanctions from PRC government authorities in connection with the Opinions.

On June 10, 2021, the Standing Committee of the National People’s Congress of China (the “SCNPC”), promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data and information.

In early July 2021, regulatory authorities in China launched cybersecurity investigations with regard to several China-based companies that are listed in the United States. In July 2021, the Chinese cybersecurity regulator launched the investigation on three Internet platforms.

On November 14, 2021, the CAC released the Regulations on the Network Data Security Management (Draft for Comments) (the “Data Security Management Regulations Draft”), to solicit public opinion and comments. Pursuant to the Data Security Management Regulations Draft, data processors holding more than one million users’ individual information shall be subject to cybersecurity review before listing abroad. Data processing activities refers to activities such as the collection, retention, use, processing, transmission, provision, disclosure, or deletion of data. According to the latest amended Cybersecurity Review Measures, which was promulgated on December 28, 2021 and became effective on February 15, 2022, and replaced the Cybersecurity Review Measures promulgated on April 13, 2020, online platform operator holding more than one million users’ individual information shall be subject to cybersecurity review before listing abroad. Since the Cybersecurity Review Measures is new, the implementation and interpretation thereof is not yet clear.

On July 30, 2021, the State Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, or the Regulations, which took effect on September 1, 2021. The Regulations supplement and specify the provisions on the security of critical information infrastructure as stated in the Cybersecurity Review Measures. The Regulations provide, among others, that protection department of certain industry or sector shall notify the operator of the critical information infrastructure in time after the identification of certain critical information infrastructure. On September 20, 2021, the SCNPC promulgated the Personal Information Protection Law of the PRC, or the Personal Information Protection Law, which took effect in November 2021. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the Personal Information Protection Law provides, among others, that (i) an individual’s consent shall be obtained to use sensitive personal information, such as biometric characteristics and individual location tracking, (ii) personal information operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual’s rights, and (iii) where personal information operators reject an individual’s request to exercise his or her rights, the individual may file a lawsuit with a People’s Court.

On February 17, 2023, the CSRC issued the New Administrative Rules Regarding Overseas Listings, which became effective on March 31, 2023. According to the new administrative rules, among other things, a domestic company in the PRC that seeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC as per requirements thereof. Initial public offerings or listings in overseas markets shall be filed with the CSRC within 3 working days after the relevant application is submitted overseas. If an issuer offers securities in the same overseas market where it has previously offered and listed securities subsequently, filings shall be made with the CSRC within 3 working days after the offering is completed. Upon occurrence of any material event, such as change of control, investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities, change of listing status or transfer of listing segment, or voluntary or mandatory delisting, after an issuer has offered and listed securities in an overseas market, the issuer shall submit a report thereof to CSRC within 3 working days after the occurrence and public disclosure of such event. Further, an overseas securities company that serves as a sponsor or lead underwriter for overseas securities offering and listing by domestic companies shall file with the CSRC within 10 working days after signing its first engagement agreement for such business, and submit to the CSRC, no later than January 31 each year, an annual report on its business activities in the previous year associated with overseas securities offering and listing by domestic companies. If an overseas securities company has entered into engagement agreements before the effectuation of the Trial Administrative Measures and is serving in practice as a sponsor or lead underwriter for overseas securities offering and listing by domestic companies, it shall file with the CSRC within 30 working days after the Trial Administrative Measures take effect.

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On February 24, 2023, the CSRC promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Confidentiality and Archives Administration Provisions”), which will also become effective on March 31, 2023. The Confidentiality and Archives Administration Provisions set out rules, requirements and procedures relating to provision of documents, materials and accounting archives for securities companies, securities service providers, overseas regulators and other entities and individuals in connection with overseas offering and listing, including without limitation to, domestic companies that carry out overseas offering and listing (either in direct or indirect means) and the securities companies and securities service providers (either incorporated domestically or overseas) that undertake relevant businesses shall not leak any state secret and working secret of government agencies, or harm national security and public interest, and a domestic company shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level, if it plans to, either directly or through its overseas listed entity, publicly disclose or provide any documents and materials that contain state secrets or working secrets of government agencies. Working papers produced in the Chinese mainland by securities companies and securities service providers in the process of undertaking businesses related to overseas offering and listing by domestic companies shall be retained in the Chinese mainland. Where such documents need to be transferred or transmitted to outside the Chinese mainland, relevant approval procedures stipulated by regulations shall be followed.

Our business may be subject to a variety ofPRC laws and other obligations regarding cybersecurity and data protection.

Our business may be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data. These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future. Non-compliance could result in penalties or other significant legal liabilities.

Pursuant to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7, 2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the Cyberspace Administration of China (“CAC”). Due to the lack of further interpretations, the exact scope of “critical information infrastructure operator” remains unclear.

On April 13, 2020, twelve Chinese government agencies jointly promulgated the Measures for Cybersecurity Review, which became effective on June 1, 2020, set forth the cybersecurity review mechanism for critical information infrastructure operators, and provided that critical information infrastructure operators who intend to purchase internet products and services that affect or may affect national security shall be subject to a cybersecurity review. On June 10, 2021, the Standing Committee of the National People’s Congress promulgated the PRC Data Security Law, which will take effect in September 2021. The Data Security Law provides for a security review procedure for data activities that may affect national security. Moreover, the State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments, not yet effective) on July 10, 2021, which requires operators with personal information of more than 1 million users who want to list abroad to file a cybersecurity review with the CAC. Furthermore, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. As these laws, opinions and the draft measures were recently issued, official guidance and interpretation of these remain unclear in several respects at this time, and the PRC government authorities may have wide discretion in the interpretation and enforcement of these laws, opinions and the draft measures. Therefore, it is uncertain whether the future regulatory changes would impose additional restrictions on our business.

The Data Security Law also sets forth the data security protection obligations for entities and individuals handling personal data, including that no entity or individual may acquire such data by stealing or other illegal means, and the collection and use of such data should not exceed the necessary limits The costs of compliance with, and other burdens imposed by, PRC Cybersecurity Law and any other cybersecurity and related laws may limit the use and adoption of our products and services and could have an adverse impact on our business. Further, if the enacted version of the Measures for Cybersecurity Review mandates clearance of cybersecurity review and other specific actions to be completed by companies like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

There remains uncertainty as to how the Draft 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 Draft 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.

We cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that we can fully or timely comply with such laws. In the event that we are subject to any mandatory cybersecurity review and other specific actions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be timely completed, or at all. Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties, which could materially and adversely affect our business, financial condition, and results of operations.

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PRC laws and regulations governing our currentbusiness operations are sometimes vague and uncertain. Uncertainties with respect to the PRC legal system, including uncertainties regardingthe enforcement of laws, and sudden or unexpected changes in laws and regulations in China with little advance notice could have a materialadverse effect on us and limit the legal protections available to you and us.

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

The PRC legal system is based on written statutes. Prior court decisions are encouraged to be used for reference but it remains unclear to what extent the prior court decisions may impact the current court ruling as the encouragement policy is new and there is limited judicial practice in this regard. We conduct our business primarily through our subsidiaries established in China.

These subsidiaries are generally subject to laws and regulations applicable to foreign investment in China. However, since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to us. In addition, any new or changes in PRC laws and regulations related to foreign investment in China could affect the business environment and our ability to operate our business in China. Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which was made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems will be taken to deal with the risks and incidents of China-concept overseas listed companies, and cybersecurity and data privacy protection requirements, etc. The Opinions and any related implementing rules to be enacted may subject us to compliance requirement in the future. In addition, some regulatory requirements issued by certain PRC government authorities may not be consistently applied by other government authorities (including local government authorities), thus making strict compliance with all regulatory requirements impractical, or in some circumstances impossible. For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. However, since PRC administrative and court authorities have discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to predict the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into with our business partners, clients and suppliers. In addition, such uncertainties, including any inability to enforce our contracts, together with any development or interpretation of PRC law that is adverse to us, could materially and adversely affect our business and operations. Furthermore, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other more developed countries and the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have retroactive effects. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. Such unpredictability towards our contractual, property, and procedural rights could adversely affect our business and impede our ability to continue our operations. We cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the legal protections available to us and other foreign investors, including you. In addition, any litigation in China may be protracted and result in substantial costs and diversion of our resources and management attention.

The PRC government has significant oversight and discretion over the conduct of our business and may intervene or influence our operations as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition and results of operations.

Furthermore, if China adopts more stringent standards with respect to certain areas such as corporate social responsibilities, we may incur increased compliance costs or become subject to additional restrictions in our operations. We cannot predict the effects of future developments in the PRC legal system on our business operations, including the promulgation of new laws, or changes to existing laws or the interpretation or enforcement thereof. These uncertainties could limit the legal protections available to us and our investors, including you.

Changes in China’s economic, politicalor social conditions or government policies, which could occur quickly with little advance notice, could have a material adverse effecton our business and operations.

Substantially all of our assets and operations are located in the PRC. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in the PRC generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, development, growth rate, control of foreign exchange, monetary and tax policies, allocation of resources, and regulation of the growth of the general or specific market and a host of other government policies such as those that encourage or restrict investment in certain industries by foreign investors. Although the PRC 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 the PRC is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over the PRC’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

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While the Chinese economy has experienced significant growth over past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in the PRC, in the policies of the PRC government or in the laws and regulations in the PRC, which may occur quickly with little advance notice, could have a material adverse effect on the overall economic growth of the PRC. Such developments could adversely affect our business and operating results, lead to a reduction in demand for our products and adversely affect our competitive position. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the PRC government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in the PRC, which may adversely affect our business and operating results. In addition, although these government involvements have been instrumental in China’s significant growth, if the PRC government’s current or future policies fail to help the Chinese economy achieve further growth, our growth rate or strategy, our results of operations could also be adversely affected as a result.

Our profitability may be seriously affectedby fluctuations in exchange rates between the Renminbi and the U.S. dollar.

All of our revenue is denominated in Renminbi while our financial reporting is in U.S. dollars. As a result, any significant fluctuation in exchange rates may cause us to incur currency exchange translation and harm our financial condition and results of operations.

Movements in Renminbi exchange rates are affected by, among other things, changes in political and economic conditions and China’s foreign exchange regime and policy. The Renminbi has been unpegged from the U.S. dollar since July 2005 and, although the People’s Bank of China regularly intervenes in the foreign exchange market to limit fluctuations in Renminbi exchange rates, the Renminbi may appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that the PRC authorities may lift restrictions on fluctuations in Renminbi exchange rates and lessen intervention in the foreign exchange market in the future.

To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure at all.

Governmental control of currency conversionmay limit our ability to use our revenues effectively and the ability of our WFOE to obtain financing.

The PRC government imposes control on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive all our revenues in Renminbi, which currently is not a freely convertible currency. Restrictions on currency conversion imposed by the PRC government may limit our ability to use revenues generated in Renminbi to fund our expenditures denominated in foreign currencies or our business activities outside China. Under China’s existing foreign exchange regulations, Renminbi may be freely converted into foreign currency for payments relating to current account transactions, which include among other things dividend payments and payments for the import of goods and services, by complying with certain procedural requirements. Our WFOE is able to pay dividends in foreign currencies to us without prior approval from SAFE, by complying with certain procedural requirements Our WFOE may also retain foreign currency in its current account bank accounts for use in payment of international current account transactions. However, we cannot assure you that the PRC government will not take measures in the future to restrict access to foreign currencies for current account transactions.

Conversion of Renminbi into foreign currencies, and of foreign currencies into Renminbi, for payments relating to capital account transactions, which principally includes investments and loans, generally requires the approval of SAFE and other relevant PRC governmental authorities. Restrictions on the convertibility of the Renminbi for capital account transactions could affect the ability of WFOE to make investments overseas or to obtain foreign currency through debt or equity financing, including by means of loans or capital contributions from us. We cannot assure you that the registration process will not delay or prevent our conversion of Renminbi for use outside of China.

You may experience difficulties in effectingservice of legal process, enforcing foreign judgments or bringing actions in China against us or our management.

We conduct substantially all of our operations in China, and substantially all of our assets are located in China, which is an emerging market. As a result, it may be difficult for our shareholders to affect service of process upon us.

It may also be difficult for you to enforce the U.S. courts judgments obtained in U.S. courts, including judgments based on the civil liability provisions of the U.S. federal securities laws against us with a significant part of our assets are located outside of the United States. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts against us, or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. In addition, it is uncertain whether such PRC courts would entertain original actions brought in the courts of the PRC against us or such persons predicated upon the securities laws of the United States or any state.

Specifically, regarding judgment enforcement in the PRC, the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of reciprocal arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest of the PRC. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the U.S.

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We face uncertainty regarding the PRC tax reportingobligations and consequences for certain indirect transfers of the stock of our operating company.

Under the current PRC tax regulations, indirect transfers of equity interests and other properties of PRC tax resident enterprises by non-PRC holding companies may be subject to PRC tax. In accordance with the Announcement of the State Administration of Taxation on Several Issues concerning the Enterprise Income Tax on the Indirect Transfers of Properties by Non-Resident Enterprises (“Announcement 7”) issued by the SAT on February 3, 2015, if a non-PRC tax resident enterprise indirectly transfers equities and other properties of a PRC tax resident enterprise and such indirect transfer will produce a result identical or substantially similar to direct transfer of equity interests and other properties of the PRC tax resident enterprise, the non-PRC tax resident enterprise may be subject to PRC withholding tax at a rate up to 10%. The Announcement of the State Administration of Taxation on Matters Concerning Withholding of Income Tax of Non-resident Enterprises at Source (“Announcement 37”), which was issued by SAT on October 17, 2017, and became effective on December 1, 2017, renovates the principles and procedures concerning the indirect equity transfer tax withholding for a non-PRC tax resident enterprise. Failure to comply with the tax payment obligations by a non-PRC tax resident will result in penalties, including full payment of tax owed, fines and default interest on those tax.

According to Announcement 7, where a non-resident enterprise indirectly transfers equity interests or other properties of PRC tax resident enterprises (“PRC Taxable Property”) to avoid its tax liabilities by implementing arrangements without reasonable commercial purpose, such indirect transfer shall be recharacterized and recognized as a direct transfer of PRC Taxable Property. As a result, gains derived from such indirect transfer and attributable to PRC Taxable Property may be subject to PRC withholding tax at a rate of up to 10%. In respect of an indirect offshore transfer of property of a PRC establishment or place of business of a foreign enterprise, the resulting gain is to be included with the annual enterprise filing of the PRC establishment or place of business being transferred and would consequently be subject to PRC enterprise income tax at a rate of 25%. Announcement 7 further sets forth certain “safe harbors” which would be deemed to have a reasonable commercial purpose. As a general principle, the SAT also issued the Administration of General Anti-Tax Avoidance (Trial Implementation) (“GATA”), which became effective on February 1, 2015, and empowers the PRC tax authorities to apply special tax adjustments for “tax avoidance arrangements.”

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

PRC regulations relating to the establishmentof offshore special purpose companies by PRC residents may subject our PRC resident shareholders to personal liability and limit our abilityto acquire PRC companies or to inject capital into WFOE, limit WFOE’s ability to distribute profits to us, or otherwise materiallyand adversely affect us.

Under the Circular of the State Administration of Foreign Exchange on Issues concerning Foreign Exchange Administration over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or Circular 37, issued by SAFE, prior registration with the local SAFE branch is required for PRC residents to contribute domestic assets or interests to offshore companies, known as SPVs. Moreover, Circular 37 applies retroactively. As a result, PRC residents who have contributed domestic assets or interest to a SPV but failed to complete foreign exchange registration of overseas investments as required before July 4, 2014, shall send a letter to SAFE and its branches for explanation. SAFE and its branches shall, under the principle of legality and legitimacy, conduct supplementary registration, and impose administrative punishment on those in violation of the administrative provisions on the foreign exchange pursuant to the law.

We have requested our shareholders who are PRC residents to make the necessary applications, filings and amendments as required under Circular 37 and other related rules. We attempt to comply and attempt to ensure that our shareholders who are subject to these rules comply with the relevant requirements. However, we cannot provide any assurances that all of our shareholders who are PRC residents will comply with our request to make or obtain any application registrations or comply with other requirements required by Circular 37 or other related rules. The failure or inability of our PRC resident shareholders to make any required registrations or comply with other requirements may subject such shareholders to fines and legal sanctions and may also limit our ability to contribute additional capital into or provide loans to our subsidiaries, limiting the ability of our subsidiaries to pay dividends or otherwise distribute profits to us.

Failure to comply with the Individual ForeignExchange Rules relating to the overseas direct investment or our PRC resident shareholders’ engaging in the issuance or tradingof securities overseas may subject them to fines or other liabilities.

Other than Circular 37, our ability to conduct foreign exchange activities in China may be subject to interpretation and enforcement of the Implementation Rules of the Administrative Measures for Individual Foreign Exchange promulgated by SAFE in January 2007 (as amended and supplemented, the “Individual Foreign Exchange Rules”). Under the Individual Foreign Exchange Rules, any PRC individual seeking to make a direct investment overseas or engage in the issuance or trading of negotiable securities or derivatives overseas must make the appropriate registrations in accordance with SAFE provisions. PRC individuals who fail to make such registrations may be subject to warnings, fines or other liabilities.

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We may not be fully informed of the identities of all our beneficial owners who are PRC residents. For example, because the investment in or trading of our shares will happen in an overseas public or secondary market where shares are often held with brokers in brokerage accounts, it is unlikely that we will know the identity of all of our beneficial owners who are PRC residents. Furthermore, we have no control over any of our future beneficial owners and we cannot assure you that such PRC residents will be able to complete the necessary approval and registration procedures required by the Individual Foreign Exchange Rules.

It is uncertain how the Individual Foreign Exchange Rules will be interpreted or enforced and whether such interpretation or enforcement will affect our ability to conduct foreign exchange transactions.

PRC regulation of loans and direct investmentby offshore holding companies to or in PRC entities may delay or prevent us from making loans or additional capital contributions to WFOE,which could materially and adversely affect our liquidity and our ability to fund and expand our business.

We may make loans to the WFOE. Any loans to either are subject to PRC regulations and approvals. For example, loans by us to our WFOE in China cannot exceed statutory limits and must be registered with SAFE or its local counterpart. We may also decide to finance our WFOE through capital contributions. These capital contributions must be approved by the Ministry of Commerce in China or its local counterpart. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all.

The SAFE’s Circular on Reforming the Administration Approach Regarding the Foreign Exchange Capital Settlement of Foreign-invested Enterprises (“Circular 19”) provides that the conversion from foreign currency registered capital of foreign-invested enterprises into the Renminbi capital may be at foreign-invested enterprises’ discretion, which means that the foreign currency registered capital of foreign-invested enterprises for which the rights and interests of monetary contribution has been confirmed by the local foreign exchange bureau (or the book-entry of monetary contribution has been registered) can be settled at the banks based on the actual operational needs of the enterprises.

Further, according to Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third party. Although Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within China, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in China in actual practice.

In July 2016, the SAFE promulgated the Circular on Reforming and Standardizing the Administrative Provisions on Capital Account Foreign Exchange (“Circular 16”), which applies to all domestic enterprises in China. Circular 16 reiterates some of the rules set forth in Circular 19 but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises.

Circular 19 and Circular 16 may significantly limit the ability of our WFOE to transfer and use Renminbi funds from its foreign currency denominated capital, which may adversely affect our business, financial condition and results of operations.

In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to our PRC subsidiaries or with respect to future capital contributions by us to our PRC subsidiaries.

To the extent any funds or assets in the businessis in mainland China or a mainland China entity, the funds or assets may not be available to fund operations or for other use outsideof mainland China.

To the extent funds are generated in our PRC operating subsidiaries and may need to be used to fund operations outside of mainland China, such funds may not be available due to limitations placed by the PRC government. Furthermore, to the extent assets (other than cash) in our business are located in mainland China or held by a mainland China entity, the assets may not be available to fund operations or for other use outside of mainland China due to interventions in or the imposition of restrictions and limitations on the ability of us and our subsidiaries to transfer assets by the PRC government.

We may be classified as a “resident enterprise”for PRC enterprise income tax purposes; such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

The PRC enterprise income tax law and its implementing rules provide those enterprises established outside of China whose “de facto management bodies” are located in China are considered “resident enterprises” under PRC tax laws. The implementing rules define the term “de facto management bodies” as a management body which substantially manages, or has control over the business, personnel, finance and assets of an enterprise. Circular 82, issued by the State Administration of Taxation, provides that a foreign enterprise controlled by a PRC company or a group of PRC companies will be classified as a “resident enterprise” with its “de facto management body” located within China if all of the following requirements are satisfied: (1) the senior management and core management departments in charge of its daily operations function are mainly in China; (2) its financial and human resources decisions are subject to determination or approval by persons or bodies in China; (3) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in China; and (4) at least half of the enterprise’s directors with voting right or senior management reside in China. To provide more guidance on the implementation of Circular 82, the State Administration of Taxation issued Bulletin 45, which clarifies certain matters relating to resident status determination, post-determination administration and competent tax authorities.

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The State Administration of Taxation has since issued a bulletin to provide more guidance on the implementation of Circular 82. This bulletin further provides that, among other things, an entity that is classified as a “resident enterprise” in accordance with the circular shall file the application for classifying its status of residential enterprise with the local tax authorities where its main domestic investors are registered. From the year in which the entity is determined to be a “resident enterprise,” any dividend, profit and other equity investment gain shall be taxed in accordance with the enterprise income tax law and its implementing rules.

Currently, there are no detailed rules or precedents governing the procedures and specific criteria for determining de facto management bodies which are applicable to our company or our overseas subsidiaries. If our company or any of our overseas subsidiaries is considered a PRC tax resident enterprise for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, our company or our overseas subsidiaries will be subject to the uniform 25% enterprise income tax rate as to our global income as well as PRC enterprise income tax reporting obligations. Second, although under the Enterprise Income Tax Law and its implementing rules dividends paid to us from our PRC subsidiaries would qualify as tax-exempted income, we cannot assure you that such dividends will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, dividends payable by us to our shareholders and gain on the sale of our shares may become subject to PRC withholding tax. It is possible that future guidance issued with respect to the new resident enterprise classification could result in a situation in which a withholding tax of 10% for our non-PRC enterprise shareholders or a potential withholding tax of 20% for individual investors is imposed on dividends we pay to them and with respect to gains derived by such investors from transferring our shares. In addition to the uncertainty in how the new resident enterprise classification could apply, it is also possible that the rules may change in the future, possibly with retroactive effect. If we are required under the Enterprise Income Tax law to withhold PRC income tax on our dividends payable to our foreign shareholders, or if we are required to pay PRC income tax on the transfer of our shares under the circumstances mentioned above, the value of your investment in our shares may be materially and adversely affected. It is unclear whether, if we are considered a PRC resident enterprise, holders of our shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas.

Our current employment practices may be restrictedunder the PRC Labor Contract Law and our labor costs may increase as a result.

The PRC Labor Contract Law and its implementing rules impose requirements concerning contracts entered into between an employer and its employees and establishes time limits for probationary periods and for how long an employee can be placed in a fixed-term labor contract. Because the Labor Contract Law and its implementing rules have not been in effect very long and because there is lack of clarity with respect to their implementation and potential penalties and fines, it is uncertain how it will impact our current employment policies and practices. We cannot assure you that our employment policies and practices do not, or will not, violate the Labor Contract Law or its implementing rules and that we will not be subject to related penalties, fines or legal fees. If we are subject to large penalties or fees related to the Labor Contract Law or its implementing rules, our business, financial condition and results of operations may be materially and adversely affected. In addition, according to the Labor Contract Law and its implementing rules, if we intend to enforce the non-compete provision with an employee in a labor contract or non-competition agreement, we have to compensate the employee on a monthly basis during the term of the restriction period after the termination or ending of the labor contract, which may cause extra expenses to us. Moreover, the Labor Contract Law and its implementation rules require certain terminations to be based upon seniority rather than merit, which significantly affects the cost of reducing workforce for employers. In the event we decide to significantly change or decrease our workforce in the PRC, the Labor Contract Law could adversely affect our ability to enact such changes in a manner that is most advantageous to our circumstances or in a timely and cost effective manner, thus our results of operations could be adversely affected.

Furthermore, the economy in China has experienced increases in inflation and labor costs in recent years. As a result, average wages in the PRC are expected to continue to increase. In addition, we are required by PRC laws and regulations to pay various statutory employee benefits, including pension, housing fund, medical insurance, on-the-job injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of our employees. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass on these increased labor costs to our users by increasing the fees of our products, our financial condition and results of operations may be adversely affected.

We face uncertainties with respect to our businessoperations and direct and indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

We face uncertainties with respect to our business operations and direct and indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. PRC Governmental Agencies may intervene or influence the Company’s operations at any time, which could result in a material change in the Company’s operations and/or the value of the Common shares. Given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action 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 become worthless.

The M&A Rules and certain other PRC regulations may make it more difficult for us to pursue growth through acquisitions. Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment. The M&A Rules, among other things, purport to require CSRC approval prior to the listing and trading on an overseas stock exchange of the securities of an offshore special purpose vehicle established or controlled directly or indirectly by Material PRC Companies or individuals and formed for the purpose of overseas listing through the acquisition of PRC domestic interests held by such Material PRC Companies or individuals.

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Risks Related to the Market for our Stock

The OTC and share value

Our Common Stock trades over the counter, which may deprive stockholders of the full value of their shares. Our stock is quoted via the Over-The-Counter (“OTC”) Pink Sheets under the ticker symbol “ESGH”. Therefore, our Common Stock is expected to have fewer market makers, lower trading volumes, and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for our Common Stock.

Low market price

A low market price would severely limit the potential market for our Common Stock. Our Common Stock is expected to trade at a price substantially below $5.00 per share, subjecting trading in the stock to certain Commission rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock 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. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our Common Stock.

Lack of market and state blue sky laws

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common Stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC, investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of information regarding our Company in an accepted publication which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont, and Wisconsin.

Accordingly, our shares of Common Stock should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Penny stock regulations

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our Common Stock. The Commission has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our Common Stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the Commission relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our Common Stock will qualify for exemption from the Penny Stock Rule. In any event, even if our Common Stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the Commission the authority to restrict any person from participating in a distribution of penny stock, if the Commission finds that such a restriction would be in the public interest.

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Rule 144 Risks

Sales of our Common Stock under Rule 144 could reduce the price of our stock. There are 18,273,910 issued and outstanding shares of our Common Stock held by affiliates that Rule 144 of the Securities Act defines as restricted securities.

These shares will be subject to the resale restrictions of Rule 144, since we are not deemed a “shell company”. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six month. Affiliates may not sell more than 1.0% of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of Common Stock under Rule 144 could reduce prevailing market prices for our securities.

Security laws exposure

We are subject to compliance with securities laws, which expose us to potential liabilities, including potential rescission rights. We may offer to sell shares of our Common Stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to relay upon the operative facts as the basis for such exemption, including information provided by investor themselves.

If any such offering did not qualify for such exemptions, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial pre-emption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which we have relied, we may become subject to significant fines and penalties imposed by the Commission and state securities agencies.

No cash dividends

Because we do not intend to pay any cash dividends on our Common Stock, our stockholders will not be able to receive a return on their shares unless they sell them. We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on shares of our Common Stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares of our Common Stock when desired.

Delayed adoption of accounting standards

We have delayed the adoption of certain accounting standards through an opt-in right for emerging growth companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

The Company has not adopted any formal cybersecurity risk management program or formal processes for assessing, identifying, and managing material risks from cybersecurity threats. The full board of directors has oversight responsibility for the Company’s overall risk management, including cybersecurity risk, and has not delegated oversight authority for cybersecurity risks to any committee. In fiscal year 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

Item 2. Properties

The Company does not own any real property. Our corporate offices are located at 433 East Hillendale Road, Chadds Ford, Pennsylvania, 19317. The lease began on January 1, 2025, is month to month and is rent free. The principal of the lessor is a business associate of Mr. Yang, our CEO. The Company’s Chinese subsidiaries, AUFP, AUM, and AUMT, operate from a 407,119 square foot facility in Anhui, China that consists of 17,990 square feet of dormitory and cafeteria space, with the balance divided into production and auxiliary facilities for button mushroom composting, growing, and processing.

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 Disclosures

None.

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PART II

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

Market Information

While the Company is quoted on OTC Markets under the ticker symbol “ESGH”, there is no active trading in our common stock, and such may never develop.

Authorized Capital Stock

Our authorized capital stock consists of 65,000,000 shares of common stock, $0.001 par value per share and 10,000,000 shares of preferred stock, $0.001 par value per share. As of the date of this annual report, there are 25,899,468 shares of our common stock issued and outstanding and no shares of preferred stock issued and outstanding.

Dividend Policy

The Company has not declared or paid any cash dividends on its Common Stock and does not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.

Securities Authorized for Issuance under EquityCompensation Plans

The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its Common Stock or Preferred Stock. The issuance of any of our Common Stock or Preferred Stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

Recent Sales of Unregistered Securities

On November 6, 2023, Plasma Innovative Inc. entered into a share exchange agreement (the “Share Exchange Agreement”) with ESGI and the ESGI Shareholders, Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of ESGI was exchanged for 10,432,800 shares of common stock of the Company issued to the ESGI Shareholders The former stockholders of ESGI acquired a majority of the issued and outstanding common stock following the share exchange transaction, when combined with their previous holdings. The transaction has been accounted for as a recapitalization of the Company, whereby ESGI. is the accounting acquirer.

Immediately after completion of such share exchange, the Company has a total of 25,899,468 issued and outstanding shares, with authorized share capital for common shares of 65,000,000.

Issuer Purchases of Equity Securities

None.

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Item 6.

Smaller reporting companies are not required to provide the information required by this Item 6.

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

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new business or developments; any statements regarding future economic conditions of performance; and statements of belief; and any statements of assumptions underlying any of the foregoing. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward looking statements by terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “expect,” “believe,” “anticipate,” “estimate,” “predict,” “potential,” or the negative of these terms. These terms and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this report are based upon management’s current expectations and belief, which management believes are reasonable. However, we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors we are aware of, may cause actual results to differ materially from those contained in any forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements. These statements represent our estimates and assumptions only as of the date of this report. Except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including:

●	uncertainties relating to our ability to establish and operate our business and generate revenue;
●	uncertainties relating to general economic, political and business conditions in China;
---	---
●	industry trends and changes in demand for our products;
---	---
●	uncertainties relating to customer plans and commitments and the timing of orders received from customers;
---	---
●	announcements or changes in our advertising model and related pricing policies or that of our competitors;
---	---
●	unanticipated delays in the development, market acceptance of our products;
---	---
●	changes in Chinese government regulations;
---	---
●	availability, terms and deployment of capital, relationships with third-party equipment suppliers; and
---	---
●	influences of COVID-19 on China’s economy and society.
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Overview

ESG Inc. (“ESG”) was incorporated in July 2021, a Nevada corporation and headquartered at Kennett Square, Pennsylvania, USA, and is a holding company to develop and operate sustainable plant based ingredients and food production and distribution with the planned expansion into the food related business with the substantial experience of its management team, the board of directors including expertise and relationships in the industry of mushroom, agriculture and food in the world and the capital markets in the States.

With the core business philosophy to develop and operate sustainable and technology driving food related businesses consistent with the principles of Environmental, Sustainable and Governance investing, ESG is devoting to contribute on feeding the world by growing, processing and distributing plant-based food ingredients mainly from all kinds of mushrooms.

As a holding company with no material operations, ESG currently conducts a majority of business through the operating entities incorporated in the People’s Republic of China, or the PRC, with the plan to expand in Asia Pacific and the rest world. Through legally 100% owned by ESG Inc. (a Nevada company) of ESG China Limited (a HK company) and Hainan ESG Technology Co., Ltd. (a PRC company), ESG Inc. currently owns 74.52% of operating subsidiaries in China including Funan Allied United Farmer Products Co., Ltd., Anhui Allied United Mushroom Technology Co., Ltd. and Anhui Allied United Mushroom Co., Ltd.

The primary operational goals are to feed the world by providing quality and safe food. Specifically, ESG currently has capacity to produce 90,000 tons of Phase III compost yearly and more than 7300 tons of fresh white button mushroom yearly separately by operating composting facility including 9 bunkers and 31 tunnels and growing facility of 36 rooms.

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Processing mushrooms including but not limited to button mushroom is a brand-new product line by cooperating with trade houses in and out of China. The class of processed mushroom is mushroom seasoning powder from white button off-grade mushroom and mushroom stem currently. The middle class of processed mushroom is instant mushroom and vegetable snacks, which are being manufactured with sample by working with third party manufacturers. Advanced class of processed mushroom is mushroom supplement and mushroom mycelium based meat alternative, animal leather alternative and industrial materials, which is still at the early stage of discussion with research institutions.

As a holding entity, ESG will continue to work with gourmet food experts in the United States and Europe to pick up other plant-based food and ingredients to standardize and franchise its production and distribution in Asian and Pacific area.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements, including the notes thereto. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. We do not consider any of our policies or estimates to be critical.

Management believes its application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are periodically reevaluated, and adjustments are made when facts and circumstances dictate a change.

Revenue Recognition

Revenue is generated by selling fresh mushroom, phase III compost and mushroom powder seasoning. We recognize product revenues from customers following a five-step model, which requires us to exercise judgment when considering the terms of contracts and includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied, which occurs when our products are delivered to customers. We do not allow sales returns or exchanges.

Recent Accounting Standards

From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies and adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards will not have a material impact on its financial position or results of operations upon adoption.

Results of Operations

Comparison of the years ending December 31,2024 and 2023

Net Operating Revenues

The net operating revenue were $12,682,330 for the year ended December 31, 2024, compared to $7,452,129 of net operating revenues for the year ended December 31, 2023, an increase of $5,230,201, or 70.2%.

The increase was due to the expanded capacity and sale on Phase III compost as well as the production and export sale of the seasoning powder from the processed mushroom.

Cost of goods sold

Cost of goods sold was $9,134,997 for the year ended December 31, 2024, compared to $5,697,351 of cost of goods sold for the year ended December 31, 2023, an increase of $3,437,646 or 60.3%.

The expansion of triple capacity completed, and the Company underwent operational testing of the expanded facility in 2024. The increase was due to the increased input for the expanded capacity along with the increase in sales.

Gross Profit Margin

Gross profit margin is a ratio calculated by dividing gross profit by net operating revenues. Our gross profit margin increased to 28.0% for the year ended December 31, 2024, compared to 23.5% for the year ended December 31, 2023. The increase was primarily due to the increase of scale margin from the expansion of capacity. Fixed costs such as depreciation expense spread over more products along with the expanded production scale resulted in a decrease in unit cost.

Research and Development expenses

During the year ended December 31, 2024, Research and development expenses increased $99,012, or 16.2% versus the prior year. In 2024, Research and development input increased.

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Selling, General and Administrative Expenses

For the year ended December 31, 2024, selling, general and administrative expenses decreased $203,822, or 15.0% versus the prior year. The decrease in administrative expenses was mainly due to cutting expenditures and improving efficiency.

Interest Expense

For the year ended December 31, 2024, interest expense was $653,114, compared to $413,165 for the year ended December 31, 2023, an increase of $239,949, or 58.1%. The increases were primarily due to the impact of interest accrued from loans and asset acquisition in 2024. (Refer to Note 12 – ASSET ACQUISITION)

Other Income and Loss

Net income was $213,315 for the year ended December 31, 2024 compared to $230,635 for the year ended December 31, 2023, an decrease of $17,320, or 7.5%. The decrease in other income was primarily due to the decrease of government grants.

Income Taxes

The Company recorded no income taxes for the year ended December 31, 2024, and 2023, respectively. AUM and AUMT are exempt from income tax and AUFP had operating loss for the year ended December 31, 2024 and 2023.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION

Cash Flows from Operating Activities

Net cash provided by operating activities for the year ended December 31, 2024 and 2023 was $1,546,524 and $119,934, respectively, an increase of $1,426,588 or 1189.5%. This increase was primarily due to the increase of revenue.

Cash Flows from Investing Activities

Net cash used in investing activities for the year ended December 31, 2024 and 2023 were $685,056 and $0, respectively. The Company purchased $685,056 of machinery equipment for the year ended December 31, 2024.

Cash Flows from Financing Activities

Net cash used in financing activities were $1,031,380 and $344,354, respectively for the year ended December 31, 2024 and 2023. The Company made payments of debts of $8,010,030 and long-term payable of $293,064, borrowed $7,271,714 of loans for the year ended December 31, 2024, comparing to $7,045,131 of loan and $7,389,485 of payment made for the year ended December 31, 2023.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements as of December 31, 2024 and December 31, 2023, or that in the opinion of management that are likely to have, a current or future material effect on our financial condition or results of operations.

Contractual Obligations

Our long-term debt obligations as of December 31, 2024 were $1,095,690. $152,550 was included in accrued expenses and other current labilities as current portion of long-term liabilities and expected to be paid within 12 months. Our long-term debt obligation are related to assets acquisition. See Note 11 Assets Acquisition and Long-term Payable, to the consolidated financial statements included in Part II, Item 8, Financial Statements.

Item 7A. Quantitative

and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

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Items 8. Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ** To the Stockholders and Board of Directors of ESG Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of ESG Inc. (the “Company”) as of December 31, 2024, and the related consolidated statements of operation and comprehensive income (loss), changes in stockholders’ equity, and cash flows for the year ended December 31, 2024, and the 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, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As described in Note 3 to the financial statements, the Company had limited cash and had working capital deficiency of $6,835,342 as of December 31, 2024. These factors, among others, raise the substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 3 to the financial statements. These financial statements do not include any adjustments that may result from the outcome of these uncertainties. 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. /s/ Prager Metis CPAs, LLC We have served as the Company’s auditor since 2025. Hackensack, New Jersey April 15, 2025 PCAOB ID Number 273

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

To the Board of Directors and Stockholders

of ESG, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ESG, Inc. and subsidiaries (the “Company”) as of December 31, 2023 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the 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 ESG, Inc. as of December 31, 2023 and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

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 audit. 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 audit 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 audit 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 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 audit 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 audit provides a reasonable basis for our opinion.

Going Concern Uncertainty

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Audit Matters

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

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Revenue Recognition– Refer to Note2

Critical Audit Matter Description

As described in Note 2 to the consolidated financial statements, management follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining and recognizing revenue. Revenue recognition was identified as the critical audit matter due to its significance to the financial statements as a whole. The sale is from a sole product.

How the Critical Audit Matter was Addressed in the Audit:

Our principal audit procedures related to the Company’s sales included:

1.	Reviewed the Company’s revenue recognition process and ascertained the Company has adopted ASC 606.
2.	Performed detail testing on sales to ascertain sales are valid and accurate
3.	Performed sales cutoff procedures to verify sales are recorded in the proper period.
4.	Considered the adequacy of the disclosure in the financial statements in relation to sales.

Qi CPA LLC

Valley Stream, New York

April 12, 2024

We have served as the Company’s auditor since 2024.

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ESG INC.

Consolidated Balance Sheets

December 31,			2023
Assets
Current Assets
Cash	110,343		$	342,342
Restricted cash	56,398			-
Accounts receivable	2,917,093			-
Inventories	2,906,383			1,651,376
Other receivables	245,232			79,221
Advance to suppliers	736,094			166,010
Total Current Assets	6,971,543			2,238,949
Property, plant and equipment, net	17,184,192			18,694,969
Intangible assets, net	2,934,213			3,085,906
Value added tax receivable	2,704,109			2,211,980
Notes receivable	-			41,848
Total Non-current Assets	22,822,514			24,034,703
Total Assets	29,794,057		$	26,273,652
Liabilities and Stockholders’ Equity
Current Liabilities
Short-term bank loans	5,988,024		$	6,904,228
Account payables	4,604,011			1,300,676
Accrued expenses and other current liabilities	3,092,953			2,312,772
Payable to related party	-			30,000
Deferred income, current	121,897			125,345
Total Current liabilities	13,806,885			10,673,021
Deferred income	1,073,487			1,230,207
Long-term payable	1,095,690			1,423,116
Total Non-current liabilities	2,169,177			2,653,323
Total Liabilities	15,976,062			13,326,344
Commitments and Contingencies
Shareholders' Equity
Common stock, 0.001 par value, 65,000,000 shares authorized, 25,899,468 shares issued and outstanding,<br> respectively	25,900			25,900
Additional paid in capital	11,152,388			11,152,388
Accumulated comprehensive income (loss)	(711,270	)		(430,206	)
Accumulated deficit	(168,600	)		(1,113,233	)
Total Company stockholders' Equity	10,298,418			9,634,849
Noncontrolling interest	3,519,577			3,312,459
Total Stockholders’ Equity	13,817,995			12,947,308
Total Liabilities and Stockholders' Equity	29,794,057		$	26,273,652

All values are in US Dollars.

See accompanying notes to the consolidated financial statements.

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ESG INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVEINCOME (LOSS)

Year ended December 31,	2024			2023
Revenues	$	12,682,330		$	7,452,129
Cost of goods sold		9,134,997			5,697,351
Gross profit		3,547,333			1,754,778
Operating expenses
Selling, general and administrative expense		1,150,927			1,354,749
Research and development expenses		708,754			609,742
Total operating expenses		1,859,681			1,964,491
Income (Loss) from operations		1,687,652			(209,713	)
Non-operating income (expense)
Interest expense		(653,114	)		(413,165	)
Other Income		213,315			230,635
Total non-operating expenses, net		(439,799	)		(182,530	)
Income (Loss) before income taxes		1,247,853			(392,243	)
Income taxes		-			-
Net income (loss)		1,247,853			(392,243	)
Less: income (loss) attributable to noncontrolling interest		303,220			(67,530	)
Net income (loss) to ESG Inc.	$	944,633		$	(324,713	)
Other comprehensive item
Foreign currency translation loss attributable to ESG Inc.		(281,064	)		(281,616	)
Foreign currency translation loss attributable to noncontrolling interest		(96,102	)		(96,291	)
Comprehensive income (loss) attributable to ESG Inc.		663,569			(606,329	)
Comprehensive income (loss) attributable to noncontrolling interest		207,118			(163,821	)
Net income (loss) per share - basic and diluted	$	0.04		$	(0.02	)
Weighted average shares outstanding - basic and diluted		25,899,468			25,899,468

See accompanying notes to the consolidated financial statements.

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ESG INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’EQUITY

	Common stock				Additional <br> paid aid-in		Accumulated<br> income			Accumulated<br> other<br> comprehensive			Total<br> Company's			Noncontrolling
	Share		Amount		capital		(deficit)			income			equity			interest			Total
Balance at December 31, 2022		25,899,468	$	25,900	$	11,152,388	$	(788,520	)	$	(148,590	)	$	10,241,178		$	3,476,280		$	13,717,458
Net loss		-		-		-		(324,713	)		-			(324,713	)		(67,530	)		(392,243	)
Foreign currency translation loss		-		-		-		-			(281,616	)		(281,616	)		(96,291	)		(377,907	)
Balance at December 31, 2023		25,899,468	$	25,900	$	11,152,388	$	(1,113,233	)	$	(430,206	)	$	9,634,849		$	3,312,459		$	12,947,308
Net income		-		-		-		944,633			-			944,633			303,220			1,247,853
Foreign currency translation loss		-		-		-		-			(281,064	)		(281,064	)		(96,102	)		(377,166	)
Balance at December 31, 2024		25,899,468	$	25,900	$	11,152,388	$	(168,600	)	$	(711,270	)	$	10,298,418		$	3,519,577		$	13,817,995

See accompanying notes to the consolidated financial statements.

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ESG INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31,	2024			2023
Cash flows from operating activities:
Net income (loss)	$	1,247,853		$	(392,243	)
Adjustments to reconcile income (loss) to net cash provided by operating activities:
Depreciation and amortization		1,765,929			1,456,990
Changes in assets and liabilities:
Accounts receivable		(2,965,613	)		-
Other receivables		(170,988	)		38,249
Advance to suppliers		(584,210	)		(58,147	)
Advance to suppliers - related party		-			9,133
Inventory		(1,322,075	)		(523,698	)
Value added tax receivable		(562,189	)		28,507
Notes receivable		41,374			17,010
Account payables		3,423,166			217,287
Oher payables		828,191			(468,996	)
Payable to related party		(30,000	)		8,689
Deferred income		(124,914	)		(212,847	)
Net cash provided by operating activities		1,546,524			119,934
Cash flows from investing activities:
Acquisition of fixed assets		(685,056	)		-
Net cash used in investing activities		(685,056	)		-
Cash flows from financing activities:
Proceeds from bank loans		7,271,714			7,045,131
Repayments of bank loans		(8,010,030	)		(7,389,485	)
Payments of long term payable		(293,064	)		-
Net cash used in financing activities		(1,031,380	)		(344,354	)
Effect of exchange rate changes on cash and restricted cash		(5,688	)		360,141
Net (decrease) increase in cash and restricted cash		(175,601	)		135,721
Cash, beginning of year		342,342			206,621
Cash and restricted cash, end of year	$	166,741		$	342,342
Supplemental disclosures of cash flow information:
Cash paid for interest	$	331,989		$	413,165
Cash paid for income tax	$	-		$	-

See accompanying notes to the consolidated financial statements.

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ESG INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

NOTE 1- ORGANIZATION AND DESCRIPTION OF BUSINESS

Plasma Innovative Inc., now ESG Inc. (“ESG”) was incorporated in July 2021, a Nevada corporation and headquartered at Kennett Square, Pennsylvania, USA, and is a holding company with operations through our subsidiaries in China. Our operating subsidiaries are involved in direct white button mushroom, composting, growing, food production and distribution.

ESG incorporated ESG China Limited as ESG’s wholly owned subsidiary in Hong Kong on November 18, 2022. ESG China Limited incorporated Hainan ESG Technology Co., Ltd., a China corporation (“Hainan ESG”) with 100% of ownership on January 16, 2023. ESG China Limited and Hainan ESG have no operations or transactions.

On September 28, 2023, ESG entered into a share exchange agreement with Funan Allied United Farmer Products Co., Ltd., a China corporation incorporated in May 2017 (“AUFP”), and 74.52% of shareholders of AUFP, (each a “Shareholder,” and collectively, the “Shareholders”), through Hainan ESG. Pursuant to such agreement, the Shareholders exchanged their equity of AUFP to Hainan ESG for shares of common stock of ESG, and ESG has agreed to offer the ESG shares. Following this transaction, AUFP became a 74.52% subsidiary of ESG through Hainan ESG.

Prior to the share exchange, Mr. Zhi Yang owned 30%

of AUFP, Fuyang Zhihan Agricultural Information Co. Ltd. (“Zhihan”) owned 24.52% of AUFP and Mr. Chris Alonzo owned 10% of AUFP. ESG, after the share exchange agreement described above is completed, owns 74.52% of AUFP and its subsidiaries, AUM and AUMT in China. Mr. Zhi Yang and “Zhihan” control 83.53% of ESG through DCG China Limited, and Mr. Christopher Alonzo owns 5.4% of ESG.

AUFP incorporated Anhui Allied United Mushroom Technology Co., Ltd. (“AUMT”) in China in March 2018, to manufacture white button mushroom compost while AUFP incorporated Anhui Allied United Mushroom Co., Ltd. (“AUM”) in China in April, 2018, to grow fresh white button mushroom and provide mushroom growing management services. AUFP, AUMT and AUM are operating entities in China.

Since the Company is effectively controlled by the same controlling shareholders before and after the share exchange agreement, it is considered under common control. Therefore the above mentioned transactions were accounted for as recapitalization. The recapitalization has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying financial statements of the Company.

The Board of Directors of the Company voted to change the Company’s fiscal year end to December 31st in order to align it with AUFP. On November 9, 2023, the change to the fiscal year end on August 31, 2023 was filed. On November 22, 2023, Effective November 27, 2023, we filed Form Articles of Merger (the “Articles of Merger”) with the Secretary of the state of Nevada to change our name Plasma Innovative Inc. to ESG Inc. The financial statements of Plasma Innovative Inc., now ESG Inc. were restated on fiscal year end of December 31 for the recapitalization.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.

The consolidated financial statements of the Company

include the financial statements of the Company, its wholly owned subsidiaries and its 74.52% owned subsidiaries in China. All inter-company transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation.

Use of estimates

In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant items subject to such estimates and assumptions include allowance for doubtful accounts, advances to suppliers, valuation of inventories, useful lives of property, plant, and equipment and intangible assets.

Research and development (“R&D”)

R&D costs may be incurred by performing R&D directly, contracting with another party to perform R&D activities. R&D costs are accounted for in accordance with ASC 730, Research and Development. All R&D costs are recognized as an expense when incurred.

Cash and restricted cash

Cash includes demand deposits with financial institutions that are highly liquid in nature with original maturities of three months or less, which are unrestricted as to withdrawal and use. Restricted cash includes any cash that is legally restricted as to withdrawal or usage.

Account receivable

Accounts receivable are recorded at the invoiced amount and presented net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowance when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customer’s payment history, its current creditworthiness and current economic trends. Accounts are written off after efforts at collection prove unsuccessful. As of December 31, 2024 and 2023, allowance for doubtful accounts was nil 0 and nil 0, respectively.

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Advances to suppliers, net

Advances to suppliers represent prepayments made to suppliers and vendors. These advances are settled upon suppliers delivering raw materials to the Company or services performed. The Company review its advances to suppliers on a periodic basis and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance. As of December 31, 2024 and 2023, allowance for doubtful accounts was nil and nil, respectively.

Inventory

Inventory is comprised primarily of raw materials, work-in-progress and finished goods. Inventory amounts are stated at the lower of cost or net realizable value and reported in net of allowances. Inventories are reviewed periodically for obsolescence and slow-moving items. When necessary, a provision is made for obsolete or slow-moving inventory based on an assessment of the inventory's age and marketability. Write-downs to net realizable value are charged to cost of goods sold in the period in which the inventory is identified as being impaired.

Cost of goods sold

Cost of goods sold includes all of the costs and expenses directly related to the production of goods, primarily includes the cost of raw materials, direct labor and overhead. Cost of goods sold excludes costs such as sales and marketing.

Property, plant and equipment, net

Property, plant and equipment are stated at cost, less accumulated depreciation. Major repair and improvements that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Repair and maintenance costs are expensed as incurred. Depreciation is recorded principally by the straight-line method over the estimated useful lives of our property, plant and equipment which generally have the following ranges: buildings and improvements: 20 years; machinery and equipment: 5-10 years; office equipment: 3-5 years. Construction in progress is not depreciated until ready for service.

Intangible assets, net

Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit. Evaluation of the recoverability of intangible assets is made to take into account events or circumstances that warrant revise estimates of useful lives or that indicate that impairment exists. All of the Company’s intangible assets are subject to amortization. No impairment of intangible assets has been identified for the years ended December 31, 2024 and 2023.

Intangible assets consist of land use rights, patent and purchased software. Intangible assets are stated at cost less accumulated amortization. The land use rights purchased for industrial use has the right of use for 50 years. We amortized the right to use land in 50 years. Patent and software amortized using the straight-line method with estimated useful lives of 12 years and 5 years, respectively.

Revenue Recognition

The Company follows Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606).

FASB ASC Topic 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies each performance obligation.

Revenue is generated by selling fresh mushrooms, phase III compost and mushroom powder seasonings. Contracts were signed after the communication of the price and quantities with main distributers and customers.

Fresh mushrooms are sold to distributes who purchase all the mushrooms produced daily. The distributers verify the volume and quality of produce when produce delivered to warehouse and take responsibility for transportation. Control of the products is transferred upon receipt at our warehouse. Control of Compost III is transferred when loaded in the truck of carriers and control of mushroom powder seasonings is transferred when loaded in ship free of board. Upon transfer of control to the customer, which completes our performance obligation, revenue is recognized.

Disaggregation of Revenue

The primary geographical market is Asia.

The table below present disaggregated revenue from three products:

Schedule of disaggregation of revenue
Geographic	Products	Revenue		% of Total <br><br>Revenue
China, mainland	White button mushroom	$	5,858,322		46.2	%
China, mainland	Compost III		2,884,364		22.7	%
China, Hongkong	Mushroom powder seasonings		3,939,644		31.1	%
Total		$	12,682,330		100.0	%

Contract liabilities

Contract liabilities represents cash payment received from customers in advance of the Company satisfying performance obligations under contractual arrangements, including those with performance obligations to be satisfied over a period and point in time. Contract liabilities are derecognized when or as revenue is recognized.

Advances from the fresh mushroom distributers are required, Advances are deducted when revenue recognized.

Deferred income

Deferred income consists primarily of government grants. Government grants (sometimes referred to as subsidies, subventions, etc.) are as assistance by government in the form of transfers of resources to an entity in return for past or future compliance with certain conditions relating to the operating activities of the entity.

Government grants received relating to depreciable assets are recorded as deferred income and recognized as income using straight line method over the life of the related assets.

Other income

Other income consists primarily of grants and net gain or loss from lawsuits. The Company recorded income when receiving a grant which constitutes compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs. When a government grant received relating to depreciable assets amortized over the life of the related assets. The Company recorded the amortization amount in other income. Gains from lawsuits are the compensatory damages awarded in lawsuits.

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Noncontrolling Interests

The Company follows FASB ASC Topic 810, “Consolidation,” governing the accounting for and reporting of noncontrolling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCI (previously referred to as minority interests) be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated subsidiary be allocated to non-controlling interests even when such allocation might result in a deficit balance.

The net income (loss) attributed to NCI was separately designated in the accompanying statements of operations and comprehensive income (loss). Losses attributable to NCI in a subsidiary may exceed a non-controlling interest’s interests in the subsidiary’s equity. The excess attributable to NCIs is attributed to those interests. NCIs shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance.

AUFP and its subsidiaries, AUM and AUMT were 25.48%

owned by noncontrolling interest and $3,519,577 and $3,312,459 of equity were attributable to noncontrolling interest as of December 31, 2024 and 2023, respectively. For the years ended December 31, 2024 and 2023, the Company had net income of $303,220 and net loss of $67,530 attributable to the noncontrolling interest, respectively.

Income taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) tax payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets also include the prior year’s net operating losses carried forward.

The Company accounts for income for income taxes in accordance with ASC 740, Income Taxes. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net effects of temporary difference between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits or not be deductible in the future.

Contingencies

Certain conditions 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. In accordance with ASC 450, 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 management and 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. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s consolidated financial statements.

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If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Comprehensive income (loss)

Foreign currency translation and comprehensive income (loss)The accounts of the Company’s Chinese entities are maintained in Chinese Yuan (“RMB”) and the accounts of the U.S. parent company are maintained in United States dollar (“USD”). The accounts of the Chinese entities were translated into USD in accordance with FASB ASC Topic 830 “Foreign Currency Matters.” All assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at historical rates and the statements of operations and cash flows are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with FASB ASC Topic 220, “Comprehensive Income.” Gains and losses resulting from foreign currency transactions are reflected in the statements of operations.

The Company follows FASB ASC Topic 220-10, “Comprehensive Income (loss).” Comprehensive income (loss) comprises net income (loss) and all changes to the statements of changes in stockholders’ equity, except those due to investments by stockholders, changes in additional paid-in capital and distributions to stockholders.

Segment reporting

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments. The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the Company’s chief financial officer, who review consolidated results when making decisions about allocating resources and assessing performance of the Company. Based on management’s assessment, the Company has determined that the Company has three operating segments, white button mushroom, compost III and mushroom seasonings, as defined by ASC Topic 280 “Segment Reporting

Correction of Immaterial Misstatement

During

the year ended December 31, 2024, the Company identified an error that occurred in 2019. The payment of approximately $420,067 was posted under the wrong supplier account which was subsequently settled based on a settlement agreement. The Company determined that the prior year financial statements should be corrected, even though such revision previously was and continues to be immaterial to the prior year financial statements. As a result, the accompanying consolidated balance sheet for the year ended December 31, 2023 has been corrected for the following: accounts payable decreased from $1,450,405 to $1,300,676, the accumulated deficit decreased from $1,224,811 to $1,113,233 and noncontrolling interest increased from $3,274,308 to 3,312,459. The Company assessed the materiality of the misstatement quantitatively and qualitatively and has concluded that the correction of the classification error is immaterial to the consolidated financials taken as a whole.

Recently Issued Accounting Pronouncements

Disaggregation of Income Statement Expenses

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—ExpenseDisaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses(“ASU 2024-03”) and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense DisaggregationDisclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 will require the Company to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization, as applicable, included in certain expense captions in the Consolidated Statements of Operations, as well as qualitatively describe remaining amounts included in those captions. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition of selling expenses. The Company is currently evaluating the effect ASU 2024-03 may have on its consolidated financial statements and related disclosures.

Income Taxes

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes(Topic 740): Improvements to Income Tax Disclosures(“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The Company is currently evaluating the effect ASU 2023-09 may have on its consolidated financial statements and related disclosures.

NOTE 3 – GOING

CONCERN

The accompanying consolidated financial statements were prepared assuming

the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As of December 31, 2024, the Company had limited cash and working capital deficiency of $6,835,342. These factors, among others, raise the substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

The working capital deficiency was primarily caused by short-term bank

loans and payables. The short-term bank loans had total balance of $5,988,024, and all the bank loans need to be renewed yearly and classified as current liabilities. Management is working to replace current bank loans with long-term loans to improve our capital structure. In addition, the Company had $2,704,109 of value added tax receivable which was classified as non-current assets as of December 31, 2024, Management plans to apply for a tax refund in 2025 to enhance our liquidity. However, there is no assurance that all management’s plans will be successful.

NOTE 4 – CASH AND RESTRICTED CASH

The cash and restricted cash were $166,741

and $342,342 as of December 31, 2024 and 2023, respectively. AUM’s bank accounts of $56,398 were legally restricted because AUM’s one supplier was under investigation, and AUM had account payable to the supplier. In January of 2025, AUM turned the raw material unpaid in and filed petition to lift the restriction. The restriction release was issued on Feb. 2, 2025. There was no significant impact on the Company’s operation. There was no restricted cash as of December 31, 2023.

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

The following table summarizes our property, plant and equipment:

Schedule of property and equipment
December 31,	2024			2023
Buildings and improvements	$	12,800,087		$	16,276,614
Machinery, equipment and vehicle fleet		11,993,713			8,597,430
Construction in progress		90,809			21,682
Property, plant and equipment - cost		24,884,609			24,895,726
Less: Accumulated depreciation		(7,700,417	)		(6,200,757	)
Property, plant and equipment - net	$	17,184,192		$	18,694,969

Construction in progress was $90,809 as of December

31, 2024, and $21,682 as of December 31, 2023.

Depreciation expense was $1,698,033 and $1,388,096

for the year ended December 31, 2024 and 2023, respectively. Depreciation was recorded primarily as cost of goods sold for the year ended December 31, 2024 and 2023.

There were no retirement of fixed assets in 2024. The decrease of buildings and improvements and the increase of machinery, equipment and vehicle fleet was due to the correction of classification presentation in 2023.

NOTE 6 – INVENTORIES

Inventories consisted of the following:

Schedule of inventories
	2024		2023
Raw materials	$	1,808,253	$	1,516,634
Inventory in transit		125,917		-
Finished goods		650,282		-
Work in progress		321,931		134,742
Total	$	2,906,383	$	1,651,376

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NOTE 7 - INTANGIBLE ASSETS

Intangible assets consist of the following:

Schedule of intangible assets
	2024			2023
Land use right	$	3,236,419		$	3,327,987
Software		7,489			7,701
Patent		6,851			7,045
Subtotal		3,250,759			3,342,733
Less: Accumulated amortization		(316,546	)		(256,827	)
Total	$	2,934,213		$	3,085,906

Amortization expenses for the year ended December 31, 2024 and 2023 were

$67,896 and $68,894, respectively.

NOTE 8 - BANK LOANS

Short-term bank loans consisted of the following:

Schedule of short-term bank loans
December 31,	2024		Interest rate			Due date		2023		Interest rate			Due date
Agricultural Bank of China Funan Branch (1)		781,047		4.45	%		04/02/25		845,416		3.70	%	04/10/24
Anhui Funan Rural Commercial Bank (2)		1,918,360		5.60	%		12/20/25		1,972,637		5.90	%	12/22/24
Anhui Funan Rural Commercial Bank (3)		1,370,257		5.60	%		03/24/25		1,409,026		5.90	%	03/28/24
Anhui Funan Rural Commercial Bank (4)		822,154		5.60	%		01/16/25		845,416		5.90	%	01/25/24
Industrial and Commercial Bank of China, Funan (5)		-		-			-		704,513		3.45	%	10/12/24
Bank of China Funan Branch (6)		1,096,206		3.60	%		03/12/25		1,127,221		3.60	%	03/15/24
Total	$	5,988,024						$	6,904,228
(1)	Loans are guaranteed by the founder of AUFP and SME Guarantee Corporation. The loan was renewed on April 2, 2025 at 4.6% of the<br> annual interest rate. The balance of the new loan is $685,129 and the due day is April 2, 2026.
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(2)	Loans are guaranteed by legal representative, the founder, and one shareholder of AUFP, ESG Hainan and SME Guarantee Corporation.
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(3)	Loans are guaranteed by<br> legal representative, and the founder of AUFP, AUFP and SME Guarantee Corporation. The loan was renewed on March 24, 2025 in the same<br> term and the due day is March 24, 2026.
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(4)	Loans was guaranteed by<br> legal representative and the founder of AUFP, AUFP and SME Guarantee Corporation. The loan was renewed on January 15, 2025 in the<br> same term and the due day is January 15, 2026.
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(5)	$704,513 of loans from Industrial and Commercial Bank of China,<br>Funan branch were pledged by buildings as of December 31, 2023, and the loans was paid off on the due day in 2024.
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(6)	$1,096,206 and $1,127,221 of loans from Bank of China were pledged<br>by buildings as of December 31, 2024 and 2023, respectively. The loan was renewed on March 17, 2025 for the same amount at an interest rate of 3.10%, and the due day is March 17,2026.
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NOTE 9 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

Schedule of accrued expenses and other current liabilities
December 31,	2024		2023
Advances from customers	$	81,153	$	63,867
Salary payable		87,206		181,950
Tax payable		17,235		16,131
Other payables		2,754,809		1,921,669
Long-term payables, current portion		152,550		129,155
Total	$	3,092,953	$	2,312,772

Other payable was primarily comprised of

loans from non-bank institution and private funds including accrued interest, which consisted of $274,051 of loan at 9% of annual interest rate with a due date of June 30,2023 from Funan Agricultural Investment Co. Ltd, $1,370,257 of loan at 3.45% of annual interest rate with a due date of December 29,2022 from Funan Small Business Financing Service Center and $185,356 of accrued interests, $404,703 from unrelated private fund with non-interest bearing and due on demand, $217,871 of accrued payment to the owner of Funan Zhihua Mushroom Co., Ltd (Refer to Note 10) and $301,457 of deposit received from customers. Currently, the loans from Funan Agricultural Investment Co. Ltd, and Funan Small Business Financing Service Center are under negotiating.

Other payable was primarily comprised of loans

from non-bank institution which consisted of $281,805 at 6% interest rate from Funan Agricultural Investment Co. Ltd and $1,409,026 of loan from Funan Small Business financing service center,$63,788 of accrued interest in 2023.

NOTE 10 - VALUE ADDED TAX RECEIVABLE

Selling merchandise in China is generally

subject to the value-added tax (“VAT”). The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of goods sold (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). VAT input was primarily due to purchase of property, plant and equipment and raw materials. As of December 31, 2024 and 2023, VAT input was $2,704,109 and $2,211,980, respectively. VAT input can deduct VAT output or be refunded.Anhui Allied United Mushroom Technology and Anhui Allied United Mushroom are engaged in agricultural production in China, and their value-added tax are exempted, and AUFP are engaged in non-exempt business. AUFP will file an application for a refund of VAT receivable in 2025.

NOTE 11 - ASSET ACQUISITION AND LONG-TERM PAYABLE

On May 11, 2021, Anhui Allied United Mushroom Co.,

Ltd. signed the Agreement (“Agreement”) with Suhua Yang and Hao Yan, the owners of Funan Zhihua Mushroom Co., Ltd. (“Target Company”). As the consideration of transferring 100% equity of Target Company, AUM will pay Shareholders with $2,151,383 (RMB 14,840,028), which is $25,612 (RMB 176,667) per month for 84 months at the end of each month after the delivery of the growing rooms. Target Company was dissolved after the asset acquisition.

Following the guidance of ASC 805, we performed the screen test to evaluate whether the acquired set is a business or a group of assets. The group of assets was buildings and equipment related to growing mushrooms and didn’t include an input and a substantive process that together significantly contribute to the ability to create outputs because the target company had no employees and no operations. The transaction was accounted for as an asset acquisition in accordance with ASC 805 -50.

The Company calculated the present value of the debt

assumed at a compound monthly interest rate of 1% at the acquisition date and recognized $1,464,214 of fixed assets and $1,464,214 of long-term payable.

On April 30, 2023, the owner of Target Company and AUM agreed that the payment of consideration began on the production of growing rooms on January 1, 2024.

$290,495 was recorded as other payable for the year ended December 31, 2024, including $135,725 of capital and $154,770 of interest at 1% compound monthly interest rate, among them, $73,832 was paid. Long-term payable were $1,095,690 and $1,423,116, respectively as of December 31, 2024 and 2023.

The future long-term payable (capital) schedule presents as follow:

Schedule of long-term payable
2025	152,550
2026	171,982
2027	192,544
2028	216,316
2029	243,023
thereafter	271,826
total	1,248,241

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NOTE 12 - COMMITMENTS AND CONTINGENCIES

Commitments

On January 5, 2022, Funan Modern Recycling Agriculture Investment Co., Ltd. (“FMRA”) signed an agreement with AUFP to fund AUFP 115 million RMB ($18.09 million) on the expansion of composting facilities including 6 bunkers and 22 tunnels. According to the agreement, AUFP transfers the land use right of 46,662 square meters which the composting facilities will be constructed on to FMRA and starts to pay rent for 10 years after FMRA delivers the facilities to AUFP legally and in writing. Once Rents and Principal are paid off, FMRA will transfer the land use right and the deed of the composting facilities back to AUFP. All the costs related to the transfer of land use right are paid by FMRA. Rent payment method: the calculations will start from the date of the delivery of the facilities and rent will be paid quarterly. The principal amount will be determined and confirmed in writing by both parties at the time of the facilities delivery; if the parties cannot reach an agreement, the agreement will prevail if there is provisions in the agreement; if there is no agreement, the confirmation by a third-party audit will prevail. AUFP will repay the principal and pay rent on an annual basis. For the first to fifth years, AUFP will pay 4.32% of the total investment (principal amount confirmed) as annual rent to FMRA. From the sixth to the tenth year, AUFP will pay 20% of the determined principal amount each year to repurchase 20% of the shares in the platform company (incorporated by FMRA to own the composting facilities). After AUFP’s payment, FMRA will complete the necessary changes to the industrial and commercial registration of the platform company within one month. Once AUFP starts the payment of principal, the rent will be 4.32% of the remaining principal that AUFP has not pay, as the annual rent. The facilities were under operative testing in 2024. FMRA has not met the conditions of delivery as of December 31, 2024 and the date these consolidated financial statements are issued.

Legal contingencies

The Company is subject to various legal proceedings, claims, and litigation arising in the ordinary course of business operations. These matters are limited to contractual disputes_. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company’s Consolidated Financial Statements.

On December 2, 2022, Liu Pengpeng filed a lawsuit

against AUFP for $66,066. Liu Pengpeng signed a contract with AUFP on installation work and drainage construction. Liu Pengpeng breached the contract and failed to complete the construction work on time which caused a loss to AUFP. On July 7, 2023, Liu Pengpeng withdrew the lawsuit. On November 20, 2023, Liu Pengpeng filed a lawsuit for the same claim. In 2024, the lawsuit was settled and $65,263 of settlement payment was paid.

AUFP filed a lawsuit against Heng Guang Sheng Construction Corporation in 2024. AUFP post advances to suppliers on wrong suppliers and caused overpayment of $280,144 made in 2019. The verdict was ordered and favored AUFP in December of 2024 for the full amount. AUFP collected $104,315 in April, 2025.

NOTE 13 - RELATED PARTY TRANSACTIONS

On October 22, 2022, Mr. Zhi Yang subscribed 12 million shares of common stock. Mr. Yang paid $30,000 for the 12,000,000 shares of ESG Inc. stock. The subscription was canceled on September 28, 2023, and the capital was recorded as a payable to Mr. Yang. The payable was paid off on February 5, 2024.

NOTE 14 - DEFERRED INCOME

As

of December 31, 2024 and 2023, the long-term portion of deferred income was $1,073,487

and

$1,230,207 as of December 31, 2024 and 2023, respectively. The current portion of deferred income was $ 121,897 as of December 31, 2024. Deferred income in prior year’s balance sheet were reclassed from current liabilities to long-term liabilities and current portion of long-term deferred income was $125,345 in 2023.

The Company recognized $165,646

and

$286,095

,

respectively of government grants for the year ended December 31, 2024 and 2023, which consisted of and $124,914

of

asset-based and $40,732

of

income-based grants for the year ended December 31, 2024, $232,142

of

asset-based grants and $53,953 of income-based grants for the year ended December 31, 2023.

The future amortization of deferred revenue schedule as follow:

Schedule of deferred revenue
2025	111,620
2026	106,008
2027	106,008
2028	106,008
2029	106,008
thereafter	659,733
total	1,195,384

NOTE 15 - INCOME TAXES

The company is subject to income taxes on an entity basis on income derived from the location in which each entity is domiciled. ESG China Limited and Hainan ESG Tech are holding companies without operations.

The Company’s U.S. parent company is subject

to U.S. income tax rate of 21% and files U.S. federal income tax return. As of December 31, 2024 and 2023, the U.S. entity had net operating loss (“NOL”) carry forwards for income tax purposes of $195,027 and $193,010. Management believes the realization of benefits from these losses remains uncertain. Accordingly, a 100% deferred tax asset valuation allowance was provided.

In China the Corporate Income Tax Law generally applies an income tax

rate of 25% to all enterprises. In corporate income tax article 86, “Regulations for the Implementation of the Enterprise Income Tax Law” article 27(1) of stipulate: the income of an enterprise engaged in agriculture, forestry, animal husbandry, and fishery projects may be exempted or reduced from income tax. Refer to: (1)Enterprises are exempted from enterprise income tax on income derived from the following items: 1. Planting of vegetables, grains, potatoes. Anhui Allied United Mushroom Technology and Anhui Allied United Mushroom are engaged in agricultural production in China, and their income tax are exempted. Net income and net loss were not offset among the operating subsidiaries. Net income of $3,281,821 and $2,234,442 were exempt from income tax for the years ended December 31, 2024 and 2023, respectively. The estimated tax savings as the result of the 25% tax break for the years ended December 31, 2024 and 2023 amounted to $820,455 and $558,611, respectively. AUFP is not exempt for income tax. The deferred tax assets were $517,978 and $668,216 as of December 31, 2024 and 2023 respectively. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance as of December 31, 2024 and 2023. The Company’s management reviews this valuation allowance periodically and makes adjustments as necessary.

There were no uncertain tax positions as of December 31, 2024 and 2023.

As of December 31, 2024 and 2023, the Company had

net operating loss (“NOL”) carryforwards of $10,287,694 and $9,619,491, respectively, in PRC. The NOL carryforwards will begin to expire in the PRC in the calendar year 2025 through 2029, if not utilized.

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The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the years ended December 31, 2024 and 2023:

Schedule of effective tax rates
	2024			2023
US federal statutory rates		(21	%)		(21	%)
Tax rate difference between PRC and U.S.		(4	%)		(4	%)
Effect of income tax exemption on certain income		(54	%)		(123	%)
Change in valuation allowance		79	%		148	%
Effective tax rate	$	-		$	-

The provision for income tax expense (benefit) for the periods ended December 31, 2024 and 2023 consisted of the following:

Schedule of income tax expense (benefit)
	2024			2023
Income tax expense - current	$	-		$	-
Income tax benefit -deferred		(517,978	)		(668,216	)
Increase in valuation allowance		517,978			668,216
Total income tax expense	$	-		$	-

The Company’s net deferred tax asset as of December 31, 2024 and 2023 is as follows:

Schedule of net deferred tax assets
	2024			2023
Deferred tax asset
Net operating loss	$	(3,049,122	)	$	(2,531,144	)
Less: valuation allowance		3,049,122			2,531,144
Net deferred tax asset	$	-		$	-

NOTE 16 - EQUITY

The Company authorized 65,000,000 shares of common

stock at par value of $0.001and 10,000,000 shares of preferred stock at par value $0.001. 25,899,468 shares of common stock were issued and outstanding as of December 31, 2024 and 2023, separately. There were no shares of preferred stock issued as of December 31, 2024 and 2023.

NOTE

17 - CONCENTRATIONS

Customers**:**

5 customers sales were over 10%

and accounted for 31.1%, 16.0%, 14.6%, 14.0%, and 12.7% for the year ended December 31, 2024. Sales to 2 customers who accounted for 43% and 21% of revenue for the year ended December 31, 2023. No other customer accounted for 10% or more of the Company’s revenues for either period.

Suppliers:

Purchasing from 1supplier accounted for 37.7%

of the Company’s purchases for the year ended December 31, 2024. No suppliers accounted for 10% or more of the Company’s revenues in 2023.

Accounts receivable:

Accounts

receivable from one customer accounted for 95.4% of the total Company’s accounts receivable balance as of December 31, 2024. There was no accounts receivable balance as of December 31, 2023.

Concentration of credit risk

The Company primarily maintains cash in accounts

with state-owned banks within the PRC. Cash in state-owned banks less than $68,513 (RMB500,000) is covered by insurance. Should any institution holding the Company’s cash become insolvent, or if the Company is unable to withdraw funds for any reason, the Company could lose the cash on deposit with that institution. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in these bank accounts. Cash denominated in RMB with a U.S. dollar equivalent of $125,225 and $317,947 as of December 31, 2024 and 2023, respectively, was held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies.

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NOTE

18 - OPERATING SEGMENTS

The Company has three reportable segments: (1) White button mushroom (2) Compost III and (3) Mushroom powder seasonings in 2024 and 1 segment in 2023.

Information about our Company’s operations by operating segment and Corporate is as follows:

Schedule of operating segment
	White button mushroom			Compost III			Mushroom powder seasonings			Corporate			Eliminations*			Total
Year Ended December 31, 2024
Net operating revenues:
Third party	$	5,858,322		$	2,884,364		$	3,939,645		$	-		$	-		$	12,682,330
Intersegment		4,588,702			3,270,725			881,232			205,000			(8,945,659	)		-
Total net operating revenues		10,447,024			6,155,089			4,820,877			-			-			21,422,990
Cost of goods sold		(3,384,118	)		(631,830	)		(5,119,049	)		-			-			(9,134,997	)
Intersegment cost		(4,574,213	)		(3,418,261	)		(576,657	)		-			8,569,131			-
Total net operating cost		(7,958,331	)		(4,050,091	)		(5,695,707	)		-			-			(17,704,129	)
Selling, general administrative expenses		(177,926	)		(28,973	)		(796,019	)		(148,008	)		-			(1,150,927	)
Intersegment G&A expenses		(32,745	)		(32,855	)		-			-			65,600			-
Research and development		(340,309	)		(163,516	)		(204,929	)		-			-			(708,754	)
Operating income (loss)		1,955,969			2,060,044			(2,180,353	)		(148,008	)		-			1,687,652
Interest expense		(328,571	)		(42,686	)		(281,857	)		-			-			(653,114	)
Other income (loss) — net		7,576			22,167			182,741			831						213,315
Income before income taxes	$	1,634,974		$	2,039,525		$	(2,279,470	)		(147,177	)	$	-		$	1,247,853
Other segment information:
Property, plant and equipment - net	$	2,090,501		$	724,851		$	14,368,418		$	422		$	-		$	17,184,192
Depreciation and amortization	$	162,836		$	62,114		$	1,540,719		$	260		$	-		$	1,765,929
*	$310,928 of the balance of elimination is the intersegment unsold<br>inventory.
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NOTE

19 - SUBSEQUENT EVENTS

The Company evaluated all events and transactions that occurred after December 31, 2024 through the date of the consolidated financial statements were available to be issued and concluded that there were no other material subsequent events.

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Item 9. Changes in and Disagreements withAccountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report, an evaluation was carried out by the Company’s management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act (“Exchange Act”) as of December 31, 2024. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was not accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the principal executive officer and the principal financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;
●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and
---	---
●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
---	---

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

In connection with management’s assessment of our internal control over financial reporting as of December 31, 2024, we have concluded we have material weaknesses and the internal control is not effective. Specifically, We were unable to maintain segregation of duties within our business operations due to our reliance on a single individual fulfilling the role of CEO and CFO. Our goal is to hire a CFO to separate the responsibilities of principal executive officer and principal financial officer, intending to rely on two or more individuals. In addition to segregation of duties, we have insufficient internal control written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines also considered a material weakness on internal control. Management plans to complete related policies and procedures.

Changes in Internal Control Over Financial Reporting

During the fiscal year ended December 31, 2024, we formed an audit committee with independent board members . The audit committee has responsibility for overseeing financial reporting and related internal controls, risk, independent and internal auditors, ethics and compliance. As a result, we remediated the weakness that was outstanding as of December 31, 2023:

Lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures.

Except as discussed above, there were no changes in the Company’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect internal control over financial reporting.

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This annual report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act that permit us to provide only management’s report in this annual report.

Item 9B. Other Information

None

Item 9C. Disclosure Regarding Foreign Jurisdictionsthat Prevent Inspections.

Not applicable.

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PART III

Item 10. Directors, Executive Officers andCorporate Governance

MANAGEMENT DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

The following table sets forth certain information about our executive officers, key employees and directors as of December 31, 2024.

Name	Age	Position	Appointment
Zhi Yang	50	Chief Executive Officer and Executive Director	July 2, 2021
John Wallace	74	Chairman of the Board and Independent Director	July 31, 2024
Cathy Fleming	69	Independent Director	July 31, 2024
Mark Hemmann	54	Independent Director	July 31, 2024
Neal Naito	63	Independent Director	July 31, 2024

Effective July 31, 2024, the Board of Directors appointed 4 new Independent Directors to serve on our newly created Audit Committee, Compensation Committee, and Nominating and Governance Committee: John Wallace, Cathy Fleming, Mark Hemmann, and Neal Naito (together, the “New Directors”). Zhi Yang, our Chief Executive Officer, was appointed as Executive Director.

Zhi Yang, Chief Executive Officer and ExecutiveDirector

Zhi Yang is the Chief Executive Officer of the Company. He served as our Chairman of the Board and Director since inception (July 22, 2021). On July 31, 2024, he stepped down as Chairman upon the appointment of John Wallace. Mr. Yang is appointed as Executive Director and remains our Chief Executive Officer. For the past 5 years, Mr. Yang has been a business consultant and more recently, in 2017, he founded a mushroom growing company in the People’s Republic of China (PRC). Mr. Yang received Master Degree in Law from China University of Political Science and Law (PRC) and received a LLM in Law from Temple University. Mr. Yang is a founder of the Company and brings a wide range of business experience to our board of directors.

John Wallace, Chairman of the Board and IndependentDirector

John F. Wallace, our newly appointed Chairman and Independent Director, is Chairman and CEO of the Wallace Securities Corporation. John is also the President and Managing Partner of Philadelphia Financial Services, LLC (“PFS”). For the majority of his career, John was a senior executive & officer of the Philadelphia Stock Exchange ("PHLX") including Chairman, Vice Chairman and Chief Executive Officer. John also served as Chairman of the Board of the Stock Clearing Corporation of Philadelphia, Chairman of the Board of the Philadelphia Board of Trade, Chairman of the Board of the Philadelphia Depository Corporation and a board member of the PHLX’s technology subsidiary, Advanced Tech Source Company. Over the course of his career in the securities industry, John has also been a member of the Toronto Stock Exchange, a seat owner of the New York Mercantile Exchange as well as registered with the National Futures Association as a floor broker. Upon leaving NASDAQ OMX PHLX, John was a founder of Miami International Holdings, Inc. ("MIH") a company focused on building exchange technology. He served as the President - Chief Executive Officer and was on the board of directors for MIH. He served for 27 years in the United States Army, the Army Reserve and the Army National Guard and retired holding the rank of Lieutenant Colonel. John saw active duty in Grenada in 1983 with 1st Special Operations Command and Desert Storm from December 1990 to July 1991 with the Third U.S. Army. He is a graduate of the United States Army Command and General Staff College and the National Emergency Management Institute of the Federal Emergency Management Agency (FEMA).

Cathy Fleming, Independent Director

Cathy Fleming, our newly appointed Independent Director, is a litigator and corporation counsel and board member for more than 43 years. A trial lawyer, Cathy has tried more than 60 cases to verdict across the Country, with the majority in federal courts. A former federal prosecutor, Cathy has special expertise in white collar criminal defense, SEC and other regulatory enforcement matters, securities litigation, complex civil litigation, sanctions matters, tax controversies and internal investigations. She has extensive experience in international matters, including money laundering investigations and international extraditions. Her skill as a trial lawyer has been repeatedly recognized, including by the American College of Trial Lawyers which inducted her as a Fellow in 2018, American College of Trial Lawyers, Platinum Award for Women’s Initiative & Leaders in Law, New Jersey Women Lawyers Association, 2008, Woman of Power & Influence, National Organization for Women, 2007, Special Commendation Award, Department of Justice, 1987, for her work as a federal prosecutor, Super Lawyer, Super Lawyers New York, 2006-present (White Collar Defense), etc. Cathy also serves as outside general counsel for corporations and on not-for-profit boards, including as president. She frequently teaches courses focused on ethics, fraud and trial skills.. In addition, she has managed budgets, P&L and personnel in law firms.

Mark Hemmann, Independent Director

Mark Hemmann, our newly appointed Independent Director, is the co-founder of Stage Point Alternatives (“SPA”). Mark manages its global asset-based acquisitions and advisory business. Prior to joining SPA, Mark was a co-founder of Akkadian Investment Management, which was acquired by SPA. Mark has worked over 25 years in significant positions for top-tier international banks, companies and lessors as well as serving on the Board of Directors of an LSE-listed private equity fund. Mark is a specialist in structured finance, capital markets, banking, and cross border private equity. Previously, Mark built the U.S. debt capital markets, cross border distribution, and structured finance platforms for a global top-20, trillion-dollar Asian bank. Mark also spent six years as a Director of Capital Markets at a major multinational bank where he was responsible for managing a $2 billion portfolio. Prior to those endeavors, he worked in significant roles for the largest private aviation lessor (finance, lender relations, marketing), a top-8 airline (Treasury, FP&A, business strategy), and in government service.

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Neal Andrew Naito, Independent Director

Neal Naito, MD, MPH, our newly appointed Independent Director, has Over 35 years of healthcare experience including positions as a staff physician, internal medicine department head, occupational medicine department head, assistant professor of preventive medicine, director of public health, and co-founder of several biotech companies. As Director of Public Health, Navy Medicine, Neal has expertise in all areas of healthcare management, with a proven record of unprecedented accomplishment along with superb senior- level experience in executive decision-making, policy development, strategic business planning, Congressional relations, financial and personnel management, research and development, and current and future operations. As a medical research leader, Mr. Naito obtained $2.5 million dollars in Department of Defense funding for the development of intranasal thyrotropin releasing hormone as an anti-suicide medication, a visionary leader who spearheaded the first military medicine conference on incentives for health as a means for developing a Department of Defense roadmap in this key area for improving health outcomes while lowering costs. Attendees included other Federal Agencies, academic health centers, and civilian research organizations.

There are no arrangements or understandings between any Director and any other persons pursuant to which any Director was selected as a Director. There are no transactions in which any Director has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.

Board Composition and Election of Directors

In accordance with the terms of our current Articles of Incorporation and by-laws, the term of office of each director automatically renews at our annual meeting of stockholders or until their successors are duly elected and qualified.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Legal Proceedings

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

Director Independence

Effective July 31, 2024, the Board of Directors of the Company appointed 4 new Independent Directors to serve on our newly created Audit Committee, Compensation Committee, and Nominating and Governance Committee: James Wallace, Cathy Fleming, Mark Hemmann, and Neal Naito (together, the “New Directors”). Zhi Yang, our Chief Executive Officer, was appointed as Executive Director.

Board Committees

Effective July 31, 2024, we created an Audit Committee. John Wallace, Cathy Fleming and Mark Hemmann will serve on the Audit Committee, with Mr. Wallace serving as Chair.

Effective July 31, 2024, we created a Compensation Committee. Cathy Fleming, Mark Hemmann, and Neal Naito will serve on the Compensation Committee, with Ms. Fleming serving as Chair.

Effective July 31, 2024, we created a Nominating and Governance Committee. Mark Hemmann, Cathy Fleming, and Neal Naito will serve on the Nominating and Governance Committee, with Mr. Hemmann serving as Chair.

Nominating Procedures

During the fiscal year ended December 31, 2024, there were not any material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors.

Directors’ Fees

No compensation has been paid to any individual for services rendered as a director.

Code of Ethics

We have adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Such Code of Ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and reporting of violations of the Code.

A copy of the Code of Ethics has been filed as an exhibit to this Annual Report. We are required to disclose any amendment to, or waiver from, a provision of our Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. We intend to use our website as a method of disseminating this disclosure as well as by SEC filings, as permitted or required by applicable SEC rules. Any such disclosure will be posted to our website within four (4) business days following the date of any such amendment to, or waiver from, a provision of our code of ethics.

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In addition, our Officers have committed to spend a sufficient amount of time and attention to the affairs of the Company to fulfill their respective officer responsibilities. In this regard, generally, each officer or director will spend between 15 to 40 hours per week on the affairs of the Company, depending on the circumstances. Therefore, we may face conflicts of interest between the time and attention each officer or director devotes to the Company and that of their other business interests.

Other than as described above, we are not aware of any other conflicts of interest among our executive Officers and Directors.

Involvement in Certain Legal Proceedings

Item 11. Executive Compensation

Summary Executive Compensation Table

The following table reflects the Summary Compensation for our named executive officer for fiscal years ended December 31, 2024 and 2023, respectively. For such periods, there were no bonus, non-equity plan compensation, nonqualified compensation earnings or other compensation other than as stated below for the named executive officers.

Name and principal position (a)	Year		Salary ()	Stock Awards Shares ()	Total ()
Zhi Yang		2024
Chief Executive Officer and Chief Financial Officer		2023

All values are in US Dollars.

Employment Agreements

The Company does not have any employment or other compensation agreement with its executive officers. Moreover, there are no agreements or understandings for any of our executive officers or directors to resign at the request of another person and no officer or director is acting on behalf of nor will any of them act at the direction of any other person.

Grants of Plan-Based Awards

No plan-based awards were granted to any of our named executive officers during the interim fiscal year ended December 31, 2024.

Outstanding Equity Awards at Interim Fiscal YearEnd

No stock or stock option awards were granted to any other officer of the Company as at December 31, 2024.

Option Exercises and Stock Vested

No option to purchase our capital stock was exercised by any of our named executive officers, nor was any restricted stock held by such executive officers vested during the interim fiscal period ended December 31, 2024.

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Pension Benefits

No named executive officers received or held pension benefits during the interim fiscal period ended December 31, 2024.

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

Security Ownership of Certain Beneficial Ownersand Management

The following table sets forth certain information with respect to the beneficial ownership of our voting securities following the completion of the Reverse Merger described in Items 1.01 of this report by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and (iv) all executive officers and directors as a group as of December 31, 2024.

Name	Number of<br> Shares of<br> Common Stock
Zhi Yang, Director and CEO		0	0	%
DCG China Limited(1)		18,273,910	70.56	%
John Wallace, Independent Director		0	0	%
Cathy Fleming, Independent Director		0	0	%
Mark Hemmann, Independent Director		0	0	%
Neal Naito, Independent Director		0	0	%
(All officers and directors as a group (5 people)		18,273,910	70.56	%
(1)	Zhi Yang is considered the beneficial owner of DCG China Limited,and thus has majority voting control over the Company. On May 8, 2024, Mr. Zhi Yang, the Company's founder and CEO transferred 14,000,000 shares of our common stock held in his name to DCG China Limited, ("DCG") a company owned by his mother, Xiayun Zhou. Under DCG China Limited, Mr. Yang is a director with voting control over DCG and is considered the beneficial owner of DCG, and therefore no change in control occurred. Prior to the transfer, DCG owned 7,632,800 shares of common stock, and now owns a total of 18,273,910, representing 70.56% of the issued and outstanding shares of common stock. As a result, our executive officers and directors may be able to: elect or defeat the election of our directors, amend or prevent amendment to our certificates of incorporation or bylaws, effect or prevent a merger, sale of assets or other corporate transaction, and control the outcome of any other matter submitted to the shareholders for vote. Accordingly, our outside stockholders may be unable to influence management and exercise control over our business.
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(2)	Unless otherwise specified above, the mailing address for each of the<br>shareholders is 433 East Hillendale Road, Chadds Ford PA. 19317.
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Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the stockholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 25,899,468 shares of common stock to be outstanding.

Item 13. Certain Relationships and RelatedTransactions, and Director Independence.

On May 8, 2024, Mr. Zhi Yang, the Company's founder and CEO transferred 14,000,000 shares of our common stock held in his name to DCG China Limited, ("DCG") a company owned by his mother, Xiayun Zhou. Under DCG China Limited, Mr. Yang is a director with voting control over DCG and is considered the beneficial owner of DCG, and therefore no change in control occurred. Prior to the transfer, DCG owned 7,632,800 shares of common stock, and now owns a total of 18,273,910, representing 70.56% of the issued and outstanding shares of common stock.

We are not subject to any independence standards of a national securities exchange or national securities association dealer quotation system. Our Board of Directors has determined that to be considered independent, an outside director may not have a direct or indirect material relationship with the company. A material relationship is one which impairs or inhibits or has the potential to impair or inhibit a director’s exercise of critical and disinterested judgment on behalf of the company and its stockholders. To determine whether a material relationship exists, the Board consults with the company’s counsel. This ensures that the Board’s determinations are consistent with:

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| --- | | 1. | All relevant securities and other laws; and | | --- | --- | | 2. | Recent relevant cases and regulations regarding the definition of (independent director/business judgment) including those set forth in the listing standards of the New York Stock Exchange as in effect from time to time. | | --- | --- |

Effective July 31, 2024, the Board of Directors appointed 4 new Independent Directors to serve on our newly created Audit Committee, Compensation Committee, and Nominating and Governance Committee: James Wallace, Cathy Fleming, Mark Hemmann, and Neal Naito (together, the “New Directors”). Zhi Yang, our Chief Executive Officer, was appointed as Executive Director.

Board Committees

Effective July 31, 2024, we created an Audit Committee. John Wallace, Cathy Fleming and Mark Hemmann will serve on the Audit Committee, with Mr. Wallace serving as Chair.

Effective July 31, 2024, we created a Compensation Committee. Cathy Fleming, Mark Hemmann, and Neal Naito will serve on the Compensation Committee, with Ms. Fleming serving as Chair.

Nominating Procedures

During the fiscal year ended December 31, 2023, there were not any material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors.

Directors’ Fees

No compensation has been paid to any individual for services rendered as a director.

Compliance with Section 16(a) of the SecuritiesExchange Act

Not Applicable

Item 14. Principal Accountant Fees and Services.

On November 28, 2024, ESG Inc. (“Company”) terminated Qi CPA LLC (“Former Auditor”) as its independent registered public accounting firm. On November 28, 2024, the Company hired RH CPA (“New Auditor”) as its independent registered public accountant firm which was approved by the Company’s Board of Directors. On March 23, 2025, ESG Inc. (“Company”) terminated RH CPA as its independent registered public accounting firm. On March 23, 2025, the Company hired Prager Metis CPAs, LLC (“New Auditor”) as its independent registered public accounting firm which was approved by the Company’s Board of Directors.

Pursuant to applicable rules, the Company makes the following additional disclosures:

(a)	The Qi CPA’s audit report on the financial statements of the<br>Company as at and for the fiscal year ended December 31, 2022 and 2023 did not contain any adverse opinion or disclaimer of opinion and<br>were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such report contained an explanatory<br>paragraph in respect to uncertainty as to the Company’s ability to continue as a going concern.
(b)	During<br>fiscal year ended December 31, 2023 and through March 25, 2025, there were no disagreements with the Former Auditor on any matter<br>of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the Former<br>Auditor’s satisfaction would have caused it to make reference thereto in connection with the Former Auditor’s reports on<br>the financial statements for such years. During fiscal year ended December 31, 2023 and through November 28, 2024, there were no events<br>of the type described in Item 304(a)(1)(v) of Regulation S-K.
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(c)	During<br>fiscal year ended December 31, 2023 and through March 23, 2025, the Company did not consult with the New Auditor with respect to any<br>matter whatsoever including without limitation with respect to any of (i) the application of accounting principles to a specified transaction,<br>either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any<br>matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described<br>in Item 304(a)(1)(v) of Regulation S-K.
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The following tables presents the aggregate fees for professional audit services and other services rendered by our independent registered public accountants, Qi CPA LLC and Prager Metis for audits and reviews performed for the years ended December 31, 2024 and December 31, 2023. Fees for the years ended December 31, 2024 and 2023 were as follows:

(1) Audit Fees

Audit fees represent fees for professional services provided in connection with the audit of our annual financial statements and the review of our quarterly financial statements and those services normally provided in connection with statutory or regulatory filings or engagements including comfort letters, consents and other services related to SEC maters. This information is presented as of the latest practicable date for this Annual Report on Form 10-K. For the year ended December 31, 2024, and 2023, the aggregate fees for ESG Inc. related to audit services was $140,000 and $280,000. For the year ended December 2024, the aggregate fees for Prager Metis related to audit services was $120,000, and the aggregate fees for Qi CPA LLC was $20,000. For the year ended December 31, 2023, The aggregate fees related to audit services for Qi CPA LLC was $100,000 and the aggregate fees for KC CPA LLC was $180,000.

The aggregate fees billed by the Company’s Independent Registered Public Accounting Firm for the years ended December 31, 2024 and 2023 are as follows:

2024	$	140,000
2023	$	280,000

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

2024	$	0
2023	$	0

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were:

2024	$	0
2023	$	0

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(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) were:

2024	$	0
2023	$	0

The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

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Item 15. Exhibits, Financial Statement Schedules.

(b) Index to Exhibits required by Item 601 of Regulation S-K.

Exhibit	Description
3.1	Articles of Incorporation* (incorporated by reference herein to Exhibit 3.1(a) to the Company’s Form 10-K filed with the SEC on November 17, 2022)
3.2	Bylaws
3.3	Plan of Merger, dated effective as of November 27, 2023, by and between Plasma Innovative Inc. and ESG Inc. (incorporated by reference herein to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on December 1, 2023)
3.4	Form Articles of Merger between Plasma Innovative Inc. and ESG Inc. (incorporated by reference herein to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on December 1, 2023)
10.1	Technology Assignment Agreement by and between Plasma Innovative Inc. and Hanliang Shao * (incorporated by reference herein to Exhibit 10.1 to the Company’s Form 10-K filed with the SEC on November 17, 2022)
10.2	Financing<br> Agreement with Funan Agricultural Reclining Investment Co. Ltd dated January 5, 2022
10.3	Share Exchange Agreement between ESG Inc. and Funan Allied United Farmer Products Co., Ltd, dated September 28, 2023 (incorporated by reference herein to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on November 9, 2023)
10.4	Share Exchange Agreement between Plasma Innovative Inc. with ESG Inc. dated November 6, 2023 (incorporated by reference herein to Exhibit 99.1 of the Company’s Form 8-K filed with the SEC on November 9, 2023)
14.1	Code of Business Conduct and Ethics
31.1	Certification<br> of the Principal Executive and Financial Officer pursuant to Rule 13(a)-14(a) of the Securities Exchange Act of 1934+
32.1	Certification<br> of the Company’s Principal Executive Officer and Principal Financial pursuant to 18 U.S.C. Section 1350, as adopted pursuant<br> to Section 906 of the Sarbanes-Oxley Act of 2002+
99.1	Legal<br> Opinion from PRC counsel Anhui Dongfan Law Firm, dated February 12, 2025
99.2	Audit<br> Committee Charter
99.3	Compensation<br> Committee Charter
99.4	Nomination<br> and Corporate Governance Committee
101.INS	XBRL<br> INSTANCE DOCUMENT*
101.SCH	XBRL<br> TAXONOMY EXTENSION SCHEMA DOCUMENT*
101.CAL	XBRL<br> TAXONOMY CALCULATION LINKBASE DOCUMENT*
101.DEF	XBRL<br> TAXONOMY DEFINITION LINKBASE DOCUMENT*
101.LAB	XBRL<br> TAXONOMY LABEL LINKBASE DOCUMENT*
101.PRE	XBRL<br> TAXONOMY PRESENTATION LINKBASE DOCUMENT*
+	In<br>accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.
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Item 16. Form 10–K Summary.

As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.

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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.

ESG, Inc.

/s/ Zhi Yang
Zhi Yang
Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and Accounting Officer)
Chairman

Dated: April 15, 2025

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BY-LAWS

ESG INC.

* * *

ARTICLE I

OFFICES

SECTION 1. Principal Office and Registered Office. The principal office of the corporation shall be located at 523 School House Road, Kennett. Square, PA 19348 or such other office of the Company as may be designated from time to time by the Board of Directors. The registered office in the State of Nevada shall be 401 Ryland St., Suite 200A, Reno, Nevada 89502.

SECTION 2. Other Offices. The Corporation may have other offices also at such other place or places, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors, where any and all business of the Corporation may be transacted, and where meetings of the shareholders and of the Directors may be held with the same effect as though done or held at said principal office.

ARTICLE II

MEETING OF SHAREHOLDERS

SECTION 1. Annual Meetings. The annual meeting of the shareholders, commencing with the year 2021, shall be held at the principal office of the Corporation, or at such other place as may be specified or fixed in the notice of such meetings in December of each and every year, or at such other time as the Corporation's Board of Directors shall specify for such purpose (but in no event later than seven months after the close of the Corporation's fiscal year), for the election of directors and for the transaction of such other business as may properly come before such meeting.

SECTION 2. Notice of Annual Meeting. Unless notice is waived by the shareholder, the Secretary shall mail, in the manner provided in Section 5 of Article II of these Bylaws, or deliver a written or printed notice of each annual meeting to each shareholder of record, entitled to vote thereat at least ten and no more than sixty days before the date of such meeting.

SECTION 3. Place of Meeting. The Board of Directors may designate any place either within or without the State of Nevada as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors, A waiver of notice signed by all shareholders may designate any place either within or without the State of Nevada, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

SECTION 4. Special Meetings. Special meetings of the shareholders shall be held at the principal office of the Corporation or at such other place as shall be specified or fixed in a notice thereof. Such meetings of the shareholders may be called at any time by the President or Secretary, or by a majority of the Board of Directors then in office, and shall be called by the President with or without Board approval on the written request of the holders of record of at least fifty percent (50%) of the number of shares of the Corporation then outstanding and entitled to vote, which written request shall state the object of such meeting.

SECTION 5. Notice of Meetings. Unless notice is waived by the shareholder, written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose of purposes for which the meeting is called, shall be delivered not less than ten no more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary to each shareholder of record entitled to vote at meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. Any shareholder may at any time, by a duly signed statement in writing to that effect, waive any statutory or other notice of any meeting, whether such statement be signed before or after such meeting.

SECTION 6. Meeting Without Notice. If all the shareholders shall meet at any time and place, either within or without the State of Nevada. and consent to the holding of the meeting at such time and place, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.

SECTION 7. Quorum. At all stockholders' meetings, the presence in person or by proxy of the holders of 33% of the outstanding stock entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time not less than seven nor more than twenty-one days later, and the Secretary shall thereupon give at least three days notice by mail to each shareholder entitled to vote who is absent from such meeting.

SECTION 8. Mode of Voting. At all meetings of the shareholders, the voting may be voice vote, but any qualified voter may demand a stock vote whereupon such stock vote shall be taken by ballot, each of which shall state the name of the shareholder voting and the number of shares voted by such shareholder and, if such ballot be cast by proxy, it shall also state the name of such proxy; provided, however, that the mode of voting prescribed by statute for any particular case shall be in such case followed.

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SECTION 9. Proxies. At any meeting of the shareholders, any shareholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specified therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the Corporation. At no time shall any proxy be valid which shall be filed less than ten (10) hours before the commencement of the meeting,

SECTION 10. Voting Lists. The officer or agent in charge of the transfer books for shares of the corporation shall make, at least three days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the number of shares held by each, which list for a period of two days prior to such meeting shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during the whole time of the meeting. The original share ledger or transfer book, or duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholder.

Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary either in person or by proxy, but no guardian, conservator, or trustee shall be entitled, as such fiduciary to vote shares held by such person without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without tho transfer thereof into his name if authority so to do be contained in an appropriate order of the court at which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the corporation shall not be voted, directly or indirectly at any meeting and shall not be counted in determining the total number of outstanding shares at any time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.

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SECTION 11. Closing Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice or to vote at any meeting of shareholders, the Board of Directors of the Corporation may provide that the stock transfer books be closed for a stated period but not to exceed in any case sixty (60) days before such determination. If the stock transfer books be closed for the purpose of determining shareholders entitled to notice of a meeting of shareholders, such books shall be closed for at least fifteen days immediately, preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix, in advance, a date in any case to be not more than sixty (60) days, nor less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for determination of shareholders entitled to notice of a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

SECTION 12. Voting of Shares. Subject to the provisions of Section 14 of this Article, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to vote at a meeting of shareholders.

SECTION 13. Voting of Shares by Certain Holders. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe, or, in the absence of such provisions, as the Board of Directors of such corporation may determine.

Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary either in person or by proxy, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the Control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court at which such receiver was appointed.

Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.

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SECTION 14. Consent of Stockholders in Lieu of Meeting.

(a) Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded, to the attention of the Secretary of the Corporation. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 14 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded, to the attention of the Secretary of the Corporation. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided above in this Section 14.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be less than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary of the Corporation, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded, to the attention of the Secretary of the Corporation. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

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(c) In the event of the delivery, in the manner provided by this Section 14, to the Corporation of the requisite written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage independent inspectors of elections for the purpose of performing promptly a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent without a meeting shall be effective until such date as the independent inspectors certify to the Corporation that the consents delivered to the Corporation in accordance with this Section 14 represent at least a minimum number of votes that would be necessary to take the corporate action. Nothing contained in this Section 14 shall in any way be construed to suggest or imply that the board of directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution, or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

ARTICLE III

DIRECTORS

SECTION 1. General Powers. The Board of Directors shall have the control and general management of the affairs and business of the Corporation. Such directors shall in all cases act as a Board, regularly convened, by a majority, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these Bylaws, the Articles of Incorporation and the laws of the State of Nevada. The Board of Directors shall further have the right to delegate certain other powers to the Executive Committee as provided in these Bylaws.

SECTION 2. The Number Of Directors. The affairs and business of this Corporation shall be managed by a Board of Directors consisting of at least one (1) member and no more than eight (8) members.

SECTION 3. Election. The Directors of the Corporation shall be elected at the annual meeting of the shareholders, except as hereinafter otherwise provided for the filling of vacancies. Each director shall hold office for a term of one year and until his successor shall have been duly chosen and qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.

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SECTION 4. Vacancies in the Board. Any vacancy in the Board of Directors occurring during the year through death, resignation, removal or other cause, including vacancies caused by an increase in the number of Directors, shall be filled for the unexpired portion by the remaining Directors, if they constitute a quorum, at any special meeting of the Board called for that purpose, or at any regular meeting thereof; provided, however, that in the event the remaining directors do not represent a quorum of the number set forth in Section 2 hereof, a majority of such remaining Directors may elect directors to fill any vacancies then existing.

SECTION 5. Directors Meetings. The annual meeting of the Board of Directors shall be held each year immediately following the annual meeting of the shareholders. Other regular meetings of the Board of Directors shall be held from time to time as prescribed by resolution of the Board of Directors. No further notice of such annual or regular meeting of the Board of Directors need be given.

SECTION 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any Director. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the Board of Directors called by them.

SECTION 7. Notice. Notice of any special meeting shall be given at least twenty- four hours previous thereto by written notice if personally delivered, or five days previous thereto if mailed to each director at his business address, or by facsimile transmission if receipt of such notice is confirmed by such transmitting facsimile machine. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by facsimile transmission, such notice shall be deemed to be delivered when the notice is confirmed to have been received by the facsimile number to which it is transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or, convened.

SECTION 8. Chairman. All meetings of the Board of Directors shall be presided over by the Chairman of the Board if there is one, or if not or if the Chairman of the Board is absent, then by the President of the Corporation if he/she is a member of the Board of Directors, or if a majority of the Directors elect to do so, the Directors present shall choose by majority vote a director to preside as Chairman of the Board of Directors for such meeting.

SECTION 9. Quorum and Manner of Acting. A majority of the Directors, whose number is designated in Section 2 herein, shall constitute a quorum for the transaction of business at any meeting and the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, the majority of the Directors present may adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting need not be given. The Directors shall act only as a Board and the individual directors shall have no power as such.

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SECTION 10. Removal of Directors. Any one or more of the Directors may be removed either with or without cause at any time by the vote or written consent of the shareholders representing not less than two -thirds of the issued and outstanding capital stock entitled to voting power.

SECTION 11. Voting. At all meetings of the Board of Directors, each Director is to have one vote, irrespective of the number of shares of the Corporation's stock that he may hold.

SECTION 12. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board, and may be paid a fixed sum for attendance at meetings or a stated salary of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 13. Presumption of Assent. A Director of the Corporation who is present, at a meeting of the Board of Directors at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 14. Action By Unanimous Written Consent. Any action required to be taken at a meeting of the Board of Directors, or any other action which may he taken at a meeting of the Board, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors of the Corporation.

ARTICLE IV

OFFICERS

SECTION 1. Number. The officers of the Corporation shall be a President, Treasurer and a Secretary and such other or subordinate officers as the Board of Directors may from time to time designate and elect. One person may hold the office and perform the duties of one or more of said offices. No officer need be a member of the Board of Directors.

SECTION 2. Election, Term of Office, Qualifications. The officers of the Corporation shall be chosen by the Board of Directors and they shall be elected annually at the meeting of the Board of Directors held immediately after each annual meeting of the shareholders except as hereinafter otherwise provided for filling vacancies. Each officer shall hold office until a successor has been duly chosen and qualified, or until death, or until resignation or removal from office in the manner hereinafter provided.

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SECTION 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors at any time whenever in its judgment the best interests of the Corporation would be served thereby, and such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. Vacancies. All vacancies in any office shall be filled by the Board of Directors without undue delay, at any regular meeting or at a meeting specially called for that purpose.

SECTION 5. Chairman of the Board. The Chairman of the Board, if there is one, shall preside at all meetings of the stockholders and of the Board of Directors. Except where by law the signature of the President is required, the Chairman of the Board shall possess the same power as the President to sign certificates for shares of the capital stock of the Corporation; may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation; and in general shall perform all duties incident to the duties of the President, and such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 6. The President. The President shall be, unless the Board of Directors designates and elects a person to serve as the Corporation's chief executive officer and specifies by special resolution the duties and responsibilities of such office, the chief executive officer of the Corporation and shall have general supervision over the business of the Corporation and over its several officers, subject, however, to the control of the Board of Directors. The President may sign, with the Chairman of the Board, Treasurer or with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the capital stock of the Corporation; may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation; and in general shall perform all duties incident to the duties of the President, and such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 7. Vice President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice -President, or in the event there be more than one Vice -President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice- President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

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SECTION 8. Treasurer. The Treasurer shall have the care and custody of all the funds and securities of the Corporation and deposit the same in the name of the Corporation in such bank or trust Company as the Board of Directors may designate: the Treasurer may sign or countersign all checks, drafts and orders for the payment of money and may pay out and dispose of same under the direction of the Board of Directors, and may sign or countersign all notes or other obligations of indebtedness of the Corporation; such person may sign with the President or Vice President, certificates for shares of stock of the Corporation; such person shall at all reasonable times exhibit the books and accounts to any director of the Corporation; and such person shall, in general, perform all duties as from time to time may be assigned to such person by the President or by the Board of Directors. The Board of Directors may at its discretion require that each officer authorized to disburse the funds of the Corporation be bonded in such amount as it may deem adequate.

SECTION 9. Secretary. The Secretary shall keep all minutes of the meetings of the Board of Directors and also the minutes of the meetings of the shareholders; and such person shall attend to the giving and serving of all notices of the Corporation and shall affix the seal of the Corporation to all certificates of stock, when signed and countersigned by the duly authorized officers; such person may sign certificates for shares of stock of the Corporation; such person may sign or countersign all checks, drafts and orders for payment of money; such person shall have charge of the certificate book and such other books and papers as the Board may direct; such person shall keep a stock book containing the names alphabetically arranged of all persons who are shareholders of the Corporation, showing their places of residence, the number of shares of stock held by them respectively, the time when they respectively became the owners thereof, and the amount paid therefor, and the Secretary shall, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to such person by the President or by the Board of Directors.

SECTION 10. Other Officers. The Board of Directors may authorize and empower other persons or other officers appointed by it to perform the duties and functions of the officers specifically designated above by special resolution in each case.

SECTION 11. Assistant Treasurer(s) and Assistant Secretary(ies). The Assistant Treasurer(s) shall respectively, as may be required by the Board of Directors, give bonds for the faithful discharge of their duties, in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretary(ies) as thereunto authorized by the Board of Directors may sign with the President or Vice President certificates for shares of the capital stock of the Corporation, the issue of which shall have been authorized by resolution of the Board of Directors. The Assistant Treasurer(s) and Assistant Secretary(ies) shall in general, perform such duties as may be assigned to them by the Treasurer or the Secretary, respectively, or by the President or by the Board of Directors.

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ARTICLE V

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Except as may be hereinabove stated otherwise, the Corporation shall indemnify all of its officers and directors, past, present and future, against any and all expenses incurred by them and each of them including but not limited to legal fees, judgment and penalties which may be incurred, rendered or levied in any legal action brought against any or all of them for or on account of any act or omission alleged to have been committed while acting within the scope of their duties as officers or directors of this Corporation.

ARTICLE VI

CONTRACTS, LOANS CHECKS AND DEPOSITS

SECTION I. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors or approved by a loan committee appointed by the Board of Directors and charged with the duty of supervising investments. Such committee authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolutions of the Board of Directors.

SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VII

CAPITAL STOCK

SECTION 1. Certificates for Shares. Certificates for shares of stock of the Corporation shall be in such form as shall be approved by the incorporators or by the Board of Directors. The certificates shall be numbered in the order of their issue, shall be signed by the President or the Vice President and by the Secretary or the Treasurer, or by such other person or officers as may be designated by the Board of Directors; and the seal of the Corporation shall be affixed thereto, with such signatures of such duly designated officers and of the seal of the Corporation. Every certificate authenticated by a facsimile of such signatures and seal must be countersigned by a transfer agent to be appointed by the Board of Directors, before issuance.

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SECTION 2. Transfer of Stock. Shares of the stock (Common Stock and Preferred Stock) of the Corporation may be transferred by the delivery of the certificate accompanied either by an assignment in writing on the back of the certificate or by written power of attorney to sell, assign, and transfer the same on the books of the Corporation, signed by the person appearing by the certificate to be the owner of the shares represented thereby, together with all necessary transferable items on the books of the Corporation upon surrender thereof so signed or endorsed. When the Board of Directors in its discretion deems it to be in the Corporation's interests to do so, the signature of the person seeking to transfer stock shall be guaranteed by a recognizable financial institution such as a bank or stock brokerage firm. The person registered on the books of the Corporation as the owner of any shares of stock shall be entitled to all the rights of ownership with respect to such shares.

SECTION 3. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient not inconsistent with the Bylaws or with the Articles of Incorporation, concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. It may appoint a transfer agent or a registrar of transfers, or both, and it may require all certificates to bear the signature of either or both.

SECTION 4. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates thereto issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost or destroyed. When authorized to issue such new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as an indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

ARTICLE VIII

DIVIDEND

SECTION 1. Holder of Record. The Corporation shall be entitled to treat the holder of any share or shares of stock as the holder in fact thereof, and accordingly, shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Nevada.

SECTION 2. Declaration of Dividends. Dividends on the capital stock (Common Stock and Preferred Stock) of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law.

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SECTION 3. Closure of Transfer Books. The Board of Directors may close the transfer books in its discretion for a period not exceeding fifteen (15) days preceding the date fixed for holding any meeting, annual, or special, of the shareholders, or the day appointed for the payment of a dividend.

SECTION 4. Allocation of Funds. Before payment of any dividend or making any distribution of profits, there may be set aside out of funds of the Corporation available for dividends, such sum or sums as the Directors may from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any such other purpose as the directors shall think conducive to the interests of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE IX

SEAL

The Board of Directors shall provide a Corporate Seal which shall be in the form of a Circle and shall bear the full name of the Corporation, the year of its incorporation and the words "Corporate Seal Nevada".

ARTICLE X

WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of these Bylaws, or under the Laws of the State of Nevada, or under the provisions of the Articles of Incorporation, a waiver in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any regular or special meeting of the shareholders by a vote of the shareholders owning a majority of the shares and entitled to vote thereat. These Bylaws may also be altered, amended or repealed and new Bylaws may be adopted at any regular or special meeting of the Board of Directors of the Corporation (if notice of such alteration or repeal be contained in the notice of such special meeting) by a majority vote of the directors present at the meeting at which a quorum is present, but any such amendment shall not be inconsistent with or contrary to the provision of any amendment adopted by the shareholders.

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Whenever it shall be necessary to interpret these Bylaws, any masculine, feminine and neuter personal pronouns shall be construed interchangeably, and the singular shall include the plural and the singular.

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THE UNDERSIGNED, being the ESG Inc., a Nevada corporation, hereby acknowledges that the above and foregoing Bylaws were duly amended and adopted as the Bylaws of said Corporation on the 23rd day of January 2025.

Zhi Yang
Secretary

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ESG INC.

CODE OF BUSINESS CONDUCT AND ETHICS

Purpose and Scope
Fair Dealing
Compliance with Laws, Rules and Regulations
Conflicts of Interest
Payments and Gifts
Records Retention
Records of Conflicts of Interest
Corporate Opportunities
Confidentiality
Protection and Proper Use of Company Assets
Health and Safety
Change in or Waiver of the Code
Accounting and Financial Reporting Concerns
Compliance with this Code and Reporting of Any Illegal or Unethical Behavior
Terms Used in this Code 16. No Rights Created
Purpose and Scope

It is the policy of ESG Inc. and its subsidiaries (collectively, the “Company”) that all of its officers and directors and future employees, if any, maintain the highest level of integrity in their dealings on behalf of the Company, in their dealings with the Company, and in all matters affecting the Company’s relationships with its banks, security holders and others with whom the Company does business. The Company believes the high level of integrity with which it conducts its affairs will be a major factor in the Company’s success. As of the date of adoption of this Code of Business Conduct and Ethics (the “Code”), the Code will be effective.

This Code sets forth basic principles of conduct and ethics to guide all employees, officers and directors. No code of business conduct and ethics can, however, effectively substitute for the thoughtful behavior of an ethical employee, officer or director. This Code is presented to serve as a guide for general decision making in a variety of circumstances that might be encountered in conducting the Company’s business. Its purpose is to:

•	Promote honest and ethical conduct, including fair dealing and the ethical<br>handling of actual or apparent conflicts of interest between personal and professional relationships;
•	Promote avoidance of conflicts of interest, including disclosure to an appropriate<br>person or committee of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
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•	Promote full, fair, accurate, timely and understandable disclosure in reports<br>and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made<br>by the Company;
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•	Promote compliance with applicable governmental laws, rules and regulations;
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•	Promote the prompt internal reporting to an appropriate person or committee<br>of violations of this Code;
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•	Promote accountability for adherence to this Code;
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•	Provide guidance to employees, officers and directors to help them recognize<br>and deal with ethical issues;
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•	Provide mechanisms to report unethical conduct; and
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•	Help foster the Company’s long standing culture of honesty and accountability.
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The Company will expect all its employees, officers and directors to comply at all times with the principles in this Code. Violations of this Code by an employee, officer or director are grounds for disciplinary action up to and including immediate termination of employment and possible legal prosecution.

Fair Dealing

Each employee, officer and director should endeavor at all times to deal fairly with the Company’s customers, lenders, service providers, competitors and other third parties. While we expect our employees to try hard to advance the interests of the Company, we expect them to do so in a manner that is consistent with the highest standards of integrity and ethical dealing. No employee, officer or director is to take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.

Compliance with Laws, Rules and Regulations

Employees, officers and directors are expected to comply at all times with all applicable governmental, state and local laws, rules and regulations, including any rules promulgated by any securities exchange or securities quotation system on which the Company’s shares are listed or quoted.

Employees, officers and directors are required to comply with all policies applicable to them that are adopted by the Company from time to time.

Employees, officers and directors must cooperate fully with those individuals responsible for preparing reports, including reports to be filed with the Securities and Exchange Commission, and all other materials that are made available to the investing public to make sure those people are aware in a timely manner of all information that might have to be disclosed in those reports or other materials or that might affect the way in which information is disclosed in them.

Any violation of applicable laws, rules and regulations by any employee, officer or director should be reported to the Company. Employees, officers and directors should seek guidance whenever they are in doubt as to the applicability of any law, rule or regulation or regarding any contemplated course of action.

Conflicts of Interest

A “conflict of interest” occurs when an individual’s private interest interferes in any way, or even appears to interfere, with the interests of the Company as a whole. Conflict situations include: Action or Inaction: When an employee, officer or director, or a member of his or her family, will benefit personally from something the employee, officer or director does or fails to do that is not in the best interests of the Company.

Objectivity: When an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.

Personal Benefits: When an employee, officer or director, or a member of his or her family, receives personal benefits from somebody other than the Company as a result of his or her position in the Company which are not generally available to all of the Company’s employees, or at least to all employees in the same area of work or the same geographic area. Loans to, or guarantees of obligations of, employees, officers or directors by persons with whom the Company does business are of special concern.

Competing Activities: When an employee, officer or director engages in any activity that is competitive with the business activities and operations conducted from time to time by the Company.

Specific Situations: The following rules apply to specific situations that involve, or may involve, conflicts of interest, unless approved in advance by a majority of the directors not having an interest in the transaction:

•	Transactions with the Company: No (a) employee, officer or director,<br>(b) member of the immediate family (defined below in paragraph 5) of any employee, officer or director, (c) entity in which<br>an employee, officer or director has an economic interest of more than 5% or a controlling interest or (d) affiliate of any of the<br>foregoing may (i) enter into any transaction with the Company or any of its subsidiaries involving the acquisition or sale of any<br>of the Company’s or any of its subsidiaries’ assets or other property; (ii) enter into any transaction involving a loan<br>to or from the Company or any of its subsidiaries; or (iii) enter into any other transaction with the Company or any of its subsidiaries.
•	Confidential<br>Information and Trade Secrets: During the period of an employee’s, officer’s or director’s employment or affiliation<br>with the Company and at all times subsequent thereto, the current or former employee, officer or director will refrain from publishing<br>or disclosing, or authorizing anyone else to publish or disclose, any confidential information or trade secrets relating to the business<br>of the Company or any of its subsidiaries or affiliates obtained by the employee, officer or director while employed by or associated<br>with the Company. All records, papers and documents kept or made by an employee, officer or director relating to the business of the<br>Company or any of its subsidiaries or affiliates shall be and remain the property of the Company and, at the request of the Company,<br>shall be surrendered to the Company upon termination of the employee’s, officer’s or director’s employment or affiliation.
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•	Other Business Activities: No full time employee will engage in any part<br>time employment, business consulting arrangements or other business activities which could interfere with the employee’s duties<br>and obligations to the Company without written approval from the chief financial officer or chief legal officer of the Company.
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•	Competing Activities: Subject to the terms of the Company’s Investment<br>Guidelines and Conflicts of Interests Policies, if applicable, no employee, officer or director will engage in any activity that is competitive<br>with the business activities and operations conducted from time to time by the Company.
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•	Transactions with Family Members: Where a member of the immediate family<br>(parents, mothers or fathers in law, spouses, children, sons or daughters in law, brothers or sisters in law, siblings or anyone living<br>in the same household) of any employee, officer or director is involved in a transaction with the Company, all payments, commissions,<br>fees, or other remuneration to such family member must be disclosed to and approved in advance by the chief financial officer or chief<br>legal officer of the Company.
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•	Exchange of Benefits: No employee, officer or director may solicit or accept<br>any money, gift, favor, service, or other tangible or intangible benefit or service from any employee of the Company or any subcontractor,<br>vendor or other person with which the Company does business, even if it is otherwise permitted by this Code, in exchange for anything<br>involving the performance of the person’s responsibilities on behalf of the Company, or under circumstances that might impair the<br>employee’s, officer’s or director’s independent judgment as to what is in the best interests of the Company.
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•	Avoidance: Employees, officers and directors must do everything they reasonably<br>can to avoid conflicts of interest or actions or relationships that give the appearance of conflicts of interest. Reporting: If a situation<br>that creates a conflict of interest or the appearance of a conflict of interest arises, the person involved must promptly report it (1) if<br>the person involved is a director or an executive officer of the Company, to the Nominating and Corporate Governance Committee of the<br>Company’s Board of Directors (the “Nominating and Corporate Governance Committee”) and (2) if the person involved<br>is someone other than a director or an executive officer of the Company, to the chief financial officer or chief legal officer of the<br>Company. If a director, officer or employee becomes aware of a situation that he or she believes involves a conflict of interest involving<br>another director, officer or employee, the person who becomes aware of the situation must promptly report it to (a) the chief financial<br>officer of the Company, (b) the chief legal officer of the Company, or (c) the head of the division within which the particular<br>employee or officer works. Any report of a situation that is made to the chief financial officer or chief legal officer of the Company<br>or to the head of a division will be passed on to the Nominating and Corporate Governance Committee or to the chief financial officer<br>or chief legal officer of the Company, as applicable. When there is any question of whether a conflict of interest is present and should<br>be disclosed, all employees, officers and directors should resolve any doubt in favor of full disclosure.
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•	Exceptions: The Company recognizes that the foregoing procedures may not<br>give due respect to the specifics of a particular situation. In the event a situation arises in which an employee, officer or director<br>believes the foregoing procedures should not be applied, the employee, officer or director should seek the advice, in writing, of the<br>chief financial officer or chief legal officer of the Company.
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•	Remedial Actions: In any instance in which an employee, officer or director<br>becomes involved in a situation that involves a conflict or interest, or an appearance of one, he or she must work with the Nominating<br>and Corporate Governance Committee or the chief financial officer or chief legal officer of the Company, as applicable, to devise an arrangement<br>by which (1) that committee (or its designee) will monitor the situation which creates, or gives the appearance of creating, a conflict<br>of interest, (2) the employee, officer or director who has a conflict of interest will, to the fullest extent possible, be kept out<br>of any decisions that might be affected by the conflict of interest, (3) it is ensured that the employee, officer or director who<br>has a conflict of interest will not profit personally from the situation that causes the conflict of interest and (4) every reasonable<br>effort will be made to eliminate the conflict of interest as promptly as possible.
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Payments and Gifts

Employees, officers and directors who deal with the Company’s customers, lenders, service providers or other third parties are placed in a special position of trust and must exercise great care to preserve their independence. No gift or entertainment should ever be offered, given, provided or accepted by any employee, officer or director in connection with the Company’s business unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe, payoff or kickback and (5) does not violate any laws or regulations.

Records Retention

Employees, officers and directors shall honestly and accurately report all business transactions. The Company expects each employee, officer and director to maintain the Company’s books, accounts and financial statements in reasonable detail, and to appropriately reflect the Company’s transactions in conformity with applicable legal requirements and the Company’s system of internal controls.

Records of Conflicts of Interest

The chief legal officer of the Company shall keep written records of all findings and matters brought before him, the chief financial officer or the Nominating and Corporate Governance Committee regarding conflicts of interest.

Corporate Opportunities

No employee, officer or director will:

•	take for himself or herself personally any opportunity of which he or she<br>becomes aware, or to which he or she obtains access, through the use of corporate property, information or position;
•	make it possible for somebody other than the Company to take advantage of<br>an opportunity in any of the Company’s areas of business of which the employee, officer or director becomes aware in the course<br>of his or her activities on behalf of the Company, unless the Company has expressly decided not to attempt to take advantage of the opportunity;
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•	otherwise use corporate property, information, or position for personal gain;<br>or
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•	compete with the Company generally or with regard to specific transactions<br>or opportunities.
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Employees, officers and directors owe a duty to the Company to advance the Company’s legitimate interests whenever the opportunity to do so arises.

Confidentiality

Employees, officers and directors must maintain the confidentiality of all information entrusted to them by the Company or its customers that is treated by the Company or its customers as confidential, except when disclosure is authorized by the Company or is legally mandated. Confidential information includes all information that may be of use to the Company’s competitors, or that could be harmful to the Company or its customers, if disclosed. Employees, officers and directors must comply with all confidentiality policies adopted by the Company from time to time and with confidentiality provisions in agreements to which they or the Company are parties.

Protection and Proper Use of Company Assets

Employees, officers and directors must take all reasonable actions in their power to protect the Company’s assets and ensure their efficient use by the Company. Employees, officers and directors will use the Company’s assets only for the Company’s legitimate business purposes.

Health and Safety

The Company strives to provide employees, officers and directors with a safe and healthy work environment. The Company complies with all applicable laws and regulations relating to safety and health in the workplace. Each employee, officer and director has a responsibility for maintaining a safe and healthy workplace for all other employees, officers and directors by consulting and complying with all Company rules regarding workplace conduct and safety, and reporting accidents, injuries and unsafe equipment, practices and conditions to the chief financial officer or chief legal officer of the Company.

Change in or Waiver of the Code

Any waiver of any provision of this Code must be approved:

•	With regard to any executive officer or director, by the Board of Directors<br>(but without the involvement of any director who will be personally affected by the waiver) or by a committee consisting entirely of directors,<br>none of whom will be personally affected by the waiver. Any waivers of this Code for executive officers or directors must be promptly<br>disclosed to the Company’s shareholders as required by applicable law.
•	With regard to any other officer or employee, by the chief financial officer<br>or chief legal officer of the Company, but only upon such employee making full disclosure in advance of the transaction in question.
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•	No waiver of any provision of this Code with regard to an officer or director<br>will be effective until that waiver has been reported to the person responsible for the preparation and filing of the Company’s<br>reports on Form 8 K (or any successor to that form) in sufficient detail to enable that person to prepare a report on Form 8 K containing<br>any required disclosure with regard to the waiver.
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•	The Company will disclose any change in this Code or any waiver of this Code<br>in a filing with the Securities and Exchange Commission, or in another manner that complies with applicable Securities and Exchange Commission<br>rules, and the Company will make any other disclosures of changes in, or waivers of, this Code, that are required by law or by the rules<br>of any securities exchange or securities quotation system on which the Company’s securities are listed or quoted.
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This Code may be amended or modified at any time by the Board of Directors.

Accounting and Financial Reporting Concerns

The Company seeks to comply with all applicable financial reporting and accounting regulations applicable to the Company. Employees, officers or directors who have concerns or complaints regarding questionable accounting or auditing matters or procedures involving the Company are encouraged to submit those concerns to the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) which will, subject to its duties arising under applicable law, regulations and legal proceedings, treat such submissions confidentially. These submissions may be directed to the attention of the chairman of the Audit Committee, or any director who is a member of the Audit Committee, at the principal executive office of the Company.

Compliance with this Code and Reporting of Any Illegal or Unethical Behavior

Employees, officers and directors must report promptly any violations of this Code of which they become aware (including any violations of the requirement of compliance with law) to the person to whom conflicts of interest involving the person who violated this Code would be reported as described under “Conflicts of Interest - Reporting.” In addition, any violation of this Code shall be reported to the Nominating and Corporate Governance Committee. Failure to report a violation can lead to disciplinary action against the person who failed to report the violation which may be as severe as the disciplinary action against the person who committed the violation.

The identity of the employee who reports a possible violation of this Code by another employee will be kept confidential, except to the extent the employee who reports the possible violation consents to be identified or the identification of that employee is required by law. Possible violations of this Code may be reported orally or in writing and may be reported anonymously.

The Company will not allow retaliation for reports of possible violations of this Code made in good faith.

Terms Used in this Code

Any reference in this Code to the Company or to an employee of the Company is to ESG Inc. and all of its subsidiaries or to an employee employed by ESG Inc. or any of its subsidiaries.

Any reference in this Code to an officer or director of the Company is to an officer or director of ESG Inc. It does not refer to a person who is an officer or director of a subsidiary unless the person is regularly involved in setting policy for ESG Inc. and its subsidiaries and, therefore, in fact functions as an officer or director of ESG Inc. For the purposes of this Code, a person who is employed by the Company and serves as an officer or director of a subsidiary will be treated as an employee, but not an officer or director, of the Company.

No Rights Created

This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of the Company’s business. It is not intended to and does not constitute an employment contract or an assurance of continued employment or create any rights in any employee, officer, director, client, supplier, competitor, shareholder or any other person or entity.

CERTIFICATION OF

THE PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER

PURSUANT TO RULE 13(A)-14(A) OF THE SECURITIES EXCHANGEACT OF 1934

I, Zhi Yang, certify that:

1.	I have reviewed this Annual Report on Form 10-K of ESG Inc. (the “Registrant”):
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to<br>state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not<br>misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this report,<br>fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for,<br>the periods presented in this report;
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4.	The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting<br>(as defined in Exchange Act Rules 13-a13a-15(f) and 15d-15(f)) for the Registrant and have:
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a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to<br>be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries,<br>is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)	Designed such internal control over financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the<br>preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures; and presented<br>in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by<br>this report based on such evaluation; and
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d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting<br>that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an<br>annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over<br>financial reporting; and
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5.	The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation<br>of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board<br>of directors (or persons performing the equivalent functions):
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a)	All significant deficiencies and material weaknesses in the design or operation of internal control over<br>financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report<br>financial information; and
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b)	Any fraud, whether or not material, that involves management or other employees who have a significant<br>role in the Registrant’s internal control over financial reporting.
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Dated: April 15, 2025	By:	/s/ Zhi Yang
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		Zhi Yang
		Chief Executive Officer and Chief Financial Officer<br><br> <br>(Principal Executive Officer and Principal Accounting<br> Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U. S. C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ESG Inc. (the “Company”) on Form 10-K for the year ended December 31, 2024 (the “Report”), I, Zhi Yang, Chief Executive Officer and Chief Financial Officer, of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities<br>Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition<br>and results of operations of the Company.
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Dated: April 15, 2025	By:	/s/ Zhi Yang
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		Zhi Yang
		Chief Executive Officer and Chief Financial Officer<br><br> <br>(Principal Executive Officer and Principal Accounting<br> Officer)

Anhui Dongfan LawFirm

Lawyer’s Letter

To: ESG Inc.<br><br> <br>Address: 523 School House Rd, Kennett Square, PA 19348 USA
From: Anhui Dongfan Law Firm<br><br> <br>Hua<br> Cao, Attorney at Law<br><br> <br><br><br> <br>Date: February 12, 2025	Page: 5 total (including current page)

Re: Opinion on Certain PRC Legal Matters

Dear Sir/Madam,

We are lawyers qualified in the People’s Republic of China (the “PRC” or “China”, which, for purposes of this opinion only, does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region or Taiwan) and as such are qualified to issue this opinion on the laws and regulations of the PRC effective as of the date hereof.

We are acting as PRC legal counsel to ESG Inc. (the “Company”), a Nevada company, solely in connection with this Form 10-K (the “10-K”) filed by the Company with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended.

1	Documents and Assumptions

In rendering this opinion, we have carried out due diligence and examined copies of the 10-K and other documents (collectively, the “Documents”) as we have considered necessary or advisable for the purpose of rendering this opinion. Where certain facts were not independently established and verified by us, we have relied upon certificates or statements issued or made by the relevant Governmental Authorities (as defined below) and appropriate representatives of the Company and the PRC Companies (as defined below). In giving this opinion, we have made the following assumptions (the “Assumptions”):

(a)	all signatures, seals and chops are genuine, each signature on behalf of a party thereto is that of a<br>person duly authorized by such party to execute the same, and all Documents submitted to us as certified or photostatic copies conform<br>to the originals;
(b)	each of the parties to the Documents, other than the PRC Companies, (i) if a legal person or other entity,<br>is duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization and/or incorporation,<br>(ii) if an individual, has full capacity for civil conduct; each of them, other than the PRC Companies, has full power and authority to<br>execute, deliver and perform its, her or his obligations under the Documents to which it, she or he is a party in accordance with the<br>laws of its jurisdiction of organization and/or the laws that it, she or he is subject to;
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(c)	the Documents presented to us remain in full force and effect on the date of this opinion and have not<br>been revoked, amended or supplemented, and no amendments, revisions, supplements, modifications or other changes have been made, and no<br>revocation or termination has occurred, with respect to any of the Documents after they were submitted to us for the purposes of this<br>opinion;
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(d)	the laws of jurisdictions other than the PRC which may be applicable to the execution, delivery, performance or enforcement of the<br>Documents are complied with;
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(e)	all requested Documents have been provided to us and all factual statements made to us by the Company<br>and the PRC Companies in connection with this opinion, including but not limited to the statements set forth in the Documents, arc true,<br>correct and complete;
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(f)	all explanations and interpretations provided by the competent<br>government officials duly reflect the official position of the relevant Governmental Authorities and are complete, true and correct;
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(g)	each of the Documents is legal, valid, binding and enforceable in accordance with their respective governing laws other than PRC Laws<br>(as defined below) in any and all respects;
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(h)	all consents, licenses, permits, approvals, exemptions or authorizations required by, and all required<br>registrations or filings with, any governmental authority or regulatory body of any jurisdiction other than the PRC in connection with<br>the transactions contemplated under the Registration Statement and other Documents have been obtained or made, and are in full force and<br>effect as of the date thereof; and
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(i)	all Governmental Authorizations (as defined below) and other official statements and documentation obtained<br>by the Company or any PRC Company from any Governmental Authority have been obtained by lawful means in due course, and the Documents<br>provided to us conform with those documents submitted to Governmental Authorities for such purposes.
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In addition, we have assumed and have not verified the truthfulness, accuracy and completeness as to factual matters of each Document we have reviewed.

2	Definitions

The following terms used herein shall have the meanings ascribed to them as follows:

(a)	“Governmental Authorizations” means all approvals, consents, waivers, sanctions, certificates,<br>authorizations, filings, registrations, exemptions, permissions, annual inspections, qualifications, permits and licenses required by<br>any Governmental Authority pursuant to any PRC Laws.
(b)	“Governmental Authority” means any nation or government or any province or state or any<br>other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative<br>functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality<br>of the PRC or any political subdivision thereof, any court, tribunal or arbitrator, regulatory body and any self-regulatory organization.
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(c)	“PRC” means the People’s Republic of China, and for the purpose of this legal opinion, excluding Taiwan, the Hong<br>Kong Special Administrative Region and the Macau Special Administrative Region.
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(d)	“PRC Companies” means the WFOE, and respective subsidiaries.
(e)	“PRC Laws” means all laws, rules, regulations, statutes, orders, guidelines, notices,<br>judicial interpretations of the PRC which are in effect as of the date hereof and does not include informal interpretations made by any<br>PRC Governmental Authority.
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Based on our review of the Documents and subject to the Assumptions and the Qualifications (as defined below), we arc of the opinions that on the date hereof:

1	Taxation. The statements made in the 10-K under the caption<br>“Taxation - People’s Republic of China Taxation”, with respect to the PRC tax laws and regulations or interpretations, arc correct<br>and accurate in all material respects.
2	M&A Rules and Trial Measures. On August 8, 2006, six PRC regulatory agencies, namely, the Ministry<br>of Commerce of the PRC, the State Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration<br>for Industry and Commerce, the China Securities Regulatory Commission (the “CSRC”), and the State Administration of Foreign<br>Exchange, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which became effective<br>on September 8, 2006, as amended on June 22, 2009 (the “M&A Rules”). On February 17, 2023, the CSRC released the<br>Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”),<br>which came into effect on March 31, 2023. On the same day, the CSRC also held a press conference for the release of the Trial Measures<br>and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies (“Note on OverseasListing”). Under the Trial Measures and Note on Overseas Listing, the PRC domestic companies are required to file their overseas<br>offering and listing with the CSRC under certain conditions. Based on our understanding of the provisions under the PRC Laws, the M&A<br>Rules, the Trial Measures and Note on Overseas Listing, we are of the opinion that (1) the Company is not required to obtain any prior<br>approval from CSRC under the M&A Rules, the Trial Measures and Note on Oversea Listing for the 10-K.
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3	Enforceability of Civil Procedures. There is uncertainty as to whether the PRC courts would (i)<br>recognize or enforce judgments of United States courts obtained against the Company or its directors or officers predicated upon the civil<br>liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original<br>actions brought in each jurisdiction other than the PRC against the Company or its directors or officers predicated upon the securities<br>laws of the United States or any state in the United States. The recognition and enforcement of foreign judgments arc provided for under<br>the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil<br>Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions.<br>China does not have any treaties or other form of reciprocity with the United States that provide for the reciprocal recognition and enforcement<br>of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against<br>a company or its directors and officers if they decide that the judgment violates the basic principles of PRC Laws or national sovereignty,<br>security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a<br>court in the United States.
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4	Regulatory Permissions. Except for those licenses and permissions held by the PRC Companies set<br>forth in the table in “Regulatory Permissions” section of the 10-K and the requisites for a domestic company in China to engage<br>in the businesses similar to the Company, and its subsidiaries, neither the Company nor any of its subsidiaries is currently required<br>to obtain regulatory approvals or permissions from the CSRC, the Cyberspace Administration of China (the “CAC”), or any<br>other relevant Governmental Authority for their respective operations.
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5	Cybersecurity Review. None of the<br> Company or its subsidiaries is subject to the cybersecurity review as each of the Company<br> and its subsidiaries as a data processor, if applicable, possesses personal information of<br> less than one million users. However, that regulators in China may take a contrary view or<br> may subsequently require the Company or its subsidiaries to undergo the cybersecurity review<br> and subject such company to penalties for non-compliance.
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6	PRC Laws. All statements set forth<br>in the 10-K and under the captions “Risk Factors”, “Enforceability of Civil Liabilities”, “Corporate History<br>and Structure”, “Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results<br>of Operations”, “Regulation” and “Taxation—People’s Republic of China Taxation” in each case<br>insofar as such statements describe or summarize matters of the PRC Laws, are correct and accurate in all material respects, and fairly<br>present or fairly summarize in all material respects the PRC legal and regulatory matters, documents, agreements or proceedings referred<br>to therein and nothing has come to our attention, insofar as the PRC Laws are concerned, that causes us to believe that there is any<br>untrue statement or any omission which causes such statements misleading in any material respect.
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Our opinion expressed above is subject to the following additional qualifications:

i.	Our opinion is subject to the restrictions of (i) an applicable bankruptcy, insolvency, reorganization,<br>moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers)<br>and (ii) any judicial or administrative actions taken in accordance with PRC Laws affecting creditors’ rights generally.
ii.	Our opinion is subject to the effects of (i) judicial discretion with respect to the availability of specific<br>performance, injunctive relief, indemnifications, remedies or defenses, the calculation of damages, the entitlement of attorneys’ fees<br>and other costs, the waiver of immunity from jurisdiction of any court or from legal proceedings; and (ii) the discretion of any competent<br>Governmental Authority in exercising their authority in the PRC which may have retroactive effect
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iii.	Our opinion is limited to the PRC Laws of general application on the date hereof. We have made no investigation<br>of, and do not express or imply any views on, the laws of any jurisdiction other than the PRC.
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iv.	In February 2011, the State Council promulgated the Notice on the Establishment of the Security Review<br>System in Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “Security Review Rules”). On August<br>25, 2011, the Ministry of Commerce issued the Regulations on the Establishment of the Security Review System for Mergers and Acquisitions<br>of Domestic Enterprises by Foreign Investors (together with the Security Review Rules, the “Security Review Regulations”).<br>We are of an opinion that there are currently no express PRC Laws indicating that the performance of the terms thereof falls within the<br>PRC national security review under the Security Review Regulations. However, there is a lack of statutory interpretations on the application<br>of these rules and regulations. As a result, the Ministry of Commerce may have a different view or interpretation in this regard in implementing<br>the national security review system.
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v.	The PRC Laws and regulations referred to herein are laws<br>and regulations publicly available and currently in force on the date hereof and there is no guarantee that any of such laws and regulations,<br>or the interpretation or enforcement thereof, will not be changed, amended or revoked in the future with or without retrospective effect.
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vi.	The interpretation and implementation of the PRC Laws and their application to and effect on the legality, binding force and enforceability<br>of contracts are subject to the further clarification and final discretion of any competent Governmental Authority.
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This opinion is delivered in our capacity as the Company’s PRC legal counsel solely for the purpose of the 10-K publicly submitted to the US Securities and Exchange Commission on the date of this opinion and may not be used for any other purpose without our prior written consent, except as required by the applicable law or by the US Securities and Exchange Commission or any regulatory agencies.

We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the 10-K, and to the reference to our name in such 10-K. We do not thereby admit that we fall within the category of the persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.

Yours faithfully,
/s/ Anhui Dongfan Law Firm
Anhui Dongfan Law Firm

FORM OF AUDIT COMMITTEECHARTER

ESG Inc.

Purpose

The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of ESG Inc., a Nevada company (the “Company”) to assist the Board in monitoring (1) the integrity of the annual and other financial statements of the Company, (2) the independent auditor’s qualifications and independence, (3) the performance of the Company’s independent auditor and (4) the compliance by the Company with legal and regulatory requirements. The Committee also shall review and approve all related-party transactions.

Committee Membership

The Committee shall consist of no fewer than three members, absent a temporary vacancy. The Committee shall meet the independent directors and audit committee requirements of the Nasdaq Capital Market and the independence and experience requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Commission.

The members of the Committee shall be appointed by the Board. Committee members may be replaced by the Board. Unless a chairperson (the “Chairperson”) is elected by the Board, the members of the Committee shall designate a Chairperson by majority vote of the full Committee. The Chairperson of the Committee shall be a member of the Committee and, if present, shall preside at each meeting of the Committee. He or she shall advise and counsel with the executives of the Company, and shall perform such other duties as may from time to time be assigned to him by the Committee or the Board.

Each member of the Committee shall be financially literate and at least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities, as each such qualification is interpreted by the Board in its business judgment. At least one member of the Committee shall be an “audit committee financial expert” as such term is defined by the Commission.

Meetings

A majority of the members of the entire Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at the meeting at which a quorum is present. The Committee shall meet as often as it determines, but not less frequently than bi-annually. The Committee shall meet periodically with management and the independent auditor in separate executive sessions. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

Committee Authority and Responsibilities

The Committee shall have the sole authority to appoint or replace the independent auditor. The Committee shall be directly responsible for determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Committee.

The Committee shall pre-approve all auditing services and permitted non-audit services to be performed for the Company by its independent auditor, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Committee prior to the completion of the audit). The Committee may form and delegate authority to subcommittees of the Committee consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Committee at its next scheduled meeting.

The Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to (i) the independent auditor for the purpose of rendering or issuing an audit report and (ii) any advisors employed by the Committee.

The Committee shall discuss with the independent auditor its responsibilities under generally accepted auditing standards, review and approve the planned scope and timing of the independent auditor’s annual audit plan(s) and discuss significant findings from the audit, including any problems or difficulties encountered.

The Committee shall make regular reports to the Board. These reports shall include a review of any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the independence and performance of the Company’s independent auditor, the performance of the internal audit function and any other matters that the Committee deems appropriate or is requested by the Board. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee annually shall review the Audit Committee’s own performance.

The Committee shall:

Financial Statement and Disclosure Matters

1	Meet with the independent auditor prior to the audit to review the scope, planning and staffing of the<br>audit.
2	Review and discuss with management and the independent auditor the annual audited financial statements,<br>and recommend to the Board whether the audited financial statements should be included in the Company’s Annual Reports on Form 10-K<br>(or the annual report to shareholders if distributed prior to the filing of the Form 10-K).
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3	Review and discuss with management and the independent auditor the Company’s financial statements<br>prior to the filing of its Reports on Form 10-Q, including the results of the independent auditor’s review of the financial statements.
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4	Discuss with management and the independent auditor, as appropriate, significant financial reporting issues<br>and judgments made in connection with the preparation of the Company’s financial statements, including:
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a.	any significant changes in the<br>Company’s selection or application of accounting principles;
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b.	the Company’s critical<br>accounting policies and practices;
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c.	all alternative treatments of<br>financial information within U.S. generally accepted accounting principles (“GAAP”) that have been discussed with management<br>and the ramifications of the use of such alternative accounting principles;
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d.	any major issues as to the adequacy<br>of the Company’s internal controls and any special steps adopted in light of material control deficiencies; and
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e.	any material written communications<br>between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
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5	Discuss with management the Company’s earnings press releases generally, including the use of “pro<br>forma” or “adjusted” non-GAAP information, and any financial information and earnings guidance provided to analysts<br>and rating agencies. Such discussion may be general and include the types of information to be disclosed and the types of presentations<br>to be made.
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6	Discuss with management and the independent auditor the effect on the Company’s financial statements<br>of (i) regulatory and accounting initiatives and (ii) off-balance sheet structures.
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7	Discuss with management the Company’s major financial risk exposures and the steps management has<br>taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.
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8	Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards<br>No. 61 (as may be modified or amended) relating to the conduct of the audit, including any difficulties encountered in the course of the<br>audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management<br>as well as the matters in the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board<br>regarding the independent accountant’s communications with the Committee concerning independence.
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9	Review disclosures made to the Committee by the Company’s Chief Executive Officer and Chief Financial<br>Officer (or individuals performing similar functions) during their certification process for the Company’s Annual Reports on Form<br>10-K and Reports on Form 10-Q about any significant deficiencies and material weaknesses in the design or operation of internal control<br>over financial reporting and any fraud involving management or other employees who have a significant role in the Company’s internal<br>control over financial reporting.
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Oversight of the Company’s Relationship with the Independent Auditor

1	At least annually, obtain and review a report from the independent auditor, consistent with Independence<br>Standards Board Standard No. 1 of the Public Company Accounting Oversight Board, regarding (a) the independent auditor’s internal<br>quality-control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the<br>firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or<br>more independent audits carried out by the firm, (c) any steps taken to deal with any such issues and (d) all relationships between the<br>independent auditor and the Company. Evaluate the qualifications, performance and independence of the independent auditor, including whether<br>the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the<br>auditor’s independence, and taking into account the opinions of management and the internal auditor. The Committee shall present<br>its conclusions with respect to the independent auditor to the Board.
2	Verify the rotation of the lead (or coordinating) audit partner having primary responsibility for the<br>audit and the audit partner responsible for reviewing the audit as required by law. Consider whether, in order to assure continuing auditor<br>independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis.
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3	Oversee the Company’s hiring of employees or former employees of the independent auditor who participated<br>in any capacity in the audit of the Company.
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4	Be available to the independent auditor during the year for consultation purposes.
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Compliance Oversight Responsibilities

1	Obtain assurance from the independent auditor that Section 10A(b) of the Exchange Act has not been implicated.
2	Review and approve all related-party transactions.
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3	Inquire and discuss with management the Company’s compliance with applicable laws and regulations<br>and with the Company’s Code of Ethics in effect at such time, if any, and, where applicable, recommend policies and procedures for<br>future compliance.
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4	Establish procedures (which may be incorporated in the Company’s Code of Ethics, in effect at such<br>time, if any) for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting<br>controls or reports which raise material issues regarding the Company’s financial statements or accounting policies.
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5	Discuss with management and the independent auditor any correspondence with regulators or governmental<br>agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.
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6	Discuss with the Company’s General Counsel legal matters that may have a material impact on the<br>financial statements or the Company’s compliance policies.
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7	Review and approve all payments made to the Company’s officers and directors or its or their affiliates.<br>Any payments made to members of the Committee will be reviewed and approved by the Board, with the interested director or directors abstaining<br>from such review and approval.
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Limitation of Committee’s Role

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with GAAP and applicable rules and regulations. These are the responsibilities of management and the independent auditor.

FORM OF COMPENSATIONCOMMITTEE CHARTER

ESG INC.

I. PURPOSES

The Compensation Committee (the “Committee”) is appointed by the board of directors (the “Board”) of ESG Inc., a Nevada company (the “Company”) for the purposes of, among other things, (a) discharging the Board’s responsibilities relating to the compensation of the Company’s chief executive officer (the “CEO”) and other executive officers of the Company and (b) administering or delegating the power to administer the Company’s incentive compensation and equity-based compensation plans.

II. RESPONSIBILITIES

In addition to such other duties as the Board may from time to time assign, the Committee shall:

●	Establish, review and approve<br>the overall executive compensation philosophy and policies of the Company, including the establishment, if deemed appropriate, of performance-based<br>incentives that support and reinforce the Company’s long-term strategic goals, organizational objectives and stockholder interests.
●	Review and approve the Company’s<br>goals and objectives relevant to the compensation of the CEO, annually evaluate the CEO’s performance in light of those goals and<br>objectives and, based on this evaluation, determine the CEO’s compensation level, including, but not limited to, salary, bonus or<br>bonus target levels, long and short-term incentive and equity compensation, retirement plans, and deferred compensation plans as the Committee<br>deems appropriate. In determining the long-term incentive component of the CEO’s compensation, the Committee shall consider, among<br>other factors, the Company’s performance and relative stockholder return, the value of similar incentive awards to CEO’s at<br>comparable companies, and the awards given to the Company’s CEO in past years. The CEO shall not be present during voting and deliberations<br>relating to CEO compensation.
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●	Determine the compensation of<br>all other executive officers, including, but not limited to, salary, bonus or bonus target levels, long and short-term incentive and equity<br>compensation, retirement plans, and deferred compensation plans, as the Committee deems appropriate. Members of senior management may<br>report on the performance of the other executive officers of the Company and make compensation recommendations to the Committee, which<br>will review and, as appropriate, approve the compensation recommendations.
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●	Receive and evaluate performance<br>target goals for the senior officers and employees (other than executive officers) and review periodic reports from the CEO as to the<br>performance and compensation of such senior officers and employees.
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●	Administer or delegate the power<br>to administer the Company’s incentive and equity-based compensation plans, including the grant of stock options, restricted stock<br>and other equity awards under such plans.
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●	Review and make recommendations<br>to the Board with respect to the adoption of, and amendments to, incentive compensation and equity-based plans and approve for submission<br>to the stockholders all new equity compensation plans that must be approved by stockholders pursuant to applicable law.
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●	Review and approve any annual<br>or long-term cash bonus or incentive plans in which the executive officers of the Company may participate.
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●	Review and approve for the CEO<br>and the other executive officers of the Company any employment agreements, severance arrangements, and change in control agreements or<br>provisions.
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●	Conduct an annual performance<br>evaluation of the Committee. In conducting such review, the Committee shall evaluate and address all matters that the Committee considers<br>relevant to its performance, including at least the following: (a) the adequacy, appropriateness and quality of the information received<br>from management or others; (b) the manner in which the Committees recommendations were discussed or debated; (c) whether the number and<br>length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner; and (d)<br>whether this Charter appropriately addresses the matters that are or should be within its scope.
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III. COMPOSITION

The Committee shall be comprised of two or more members (including a chairperson), all of whom shall be “independent directors,” as such term is defined in the rules and regulations of the Nasdaq Stock Market, except that the Committee may have as one of its members a “non-independent director” under exceptional and limited circumstances pursuant to the exemption under Rule 5605(d)(2)(B) of the Nasdaq Stock Market. At least two of the Committee members shall be “non-employee directors” as defined by Rule 16b-3 under the Securities Exchange Act of 1934 and “outside directors” as defined by Section 162(m) of the Internal Revenue Code. The members of the Committee and the chairperson shall be selected not less frequently than annually by the Board and serve at the pleasure of the Board. A Committee member (including the chairperson) may be removed at any time, with or without cause, by the Board.

The Committee shall have authority to delegate any of its responsibilities to one or more subcommittees as the Committee may from time to time deem appropriate. If at any time the Committee includes a member who is not a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), then a subcommittee comprised entirely of individuals who are “non-employee directors” may be formed by the Committee for the purpose of ratifying any grants of awards under any incentive or equity-based compensation plan for the purposes of complying with the exemption requirements of Rule 16b-3 of the Exchange Act or Section 162(m) of the Internal Revenue Code of 1986, as amended; provided that any such grants shall not be contingent on such ratification.

IV. MEETINGS AND OPERATIONS

The Committee shall meet as often as necessary, but at least two times each year, to enable it to fulfill its responsibilities. The Committee shall meet at the call of its chairperson or a majority of its members. The Committee may meet by telephone conference call or by any other means permitted by law or the Company’s memorandum and articles of association. A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. Subject to the Company’s memorandum and articles of association, the Committee may act by unanimous written consent of all members in lieu of a meeting. The Committee shall determine its own rules and procedures, including designation of a chairperson pro tempore in the absence of the chairperson, and designation of a secretary. The secretary need not be a member of the Committee and shall attend Committee meetings and prepare minutes. The secretary of the Company shall be the secretary of the Compensation Committee unless the Committee designates otherwise. The Committee shall keep written minutes of its meetings, which shall be recorded or filed with the books and records of the Company. Any member of the Board shall be provided with copies of such Committee minutes if requested.

The Committee may ask members of management, employees, outside counsel, or others whose advice and counsel are relevant to the issues then being considered by the Committee to attend any meetings (or a portion thereof) and to provide such pertinent information as the Committee may request.

The chairperson of the Committee shall be responsible for leadership of the Committee, including preparing the agenda which shall be circulated to the members prior to the meeting date, presiding over Committee meetings, making Committee assignments and reporting the Committee’s actions to the Board. Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting.

If at any time during the exercise of his or her duties on behalf of the Committee, a Committee member has a direct conflict of interest with respect to an issue subject to determination or recommendation by the Committee, such Committee member shall abstain from participation, discussion and resolution of the instant issue, and the remaining members of the Committee shall advise the Board of their recommendation on such issue. The Committee shall be able to make determinations and recommendations even if only one Committee member is free from conflicts of interest on a particular issue.

V. AUTHORITY

The Committee has the authority, to the extent it deems appropriate, to conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities and to retain one or more compensation consultants to assist in the evaluation of CEO or executive compensation or other matters. The Committee shall have the sole authority to retain and terminate any such consulting firm, and to approve the firm’s fees and other retention terms. The Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K. The Committee shall also have the authority, to the extent it deems necessary or appropriate, to retain legal counsel or other advisors. In retaining compensation consultants, outside counsel and other advisors, the Committee must take into consideration factors specified in the Nasdaq listing rules. The Company will provide for appropriate funding, as determined by the Committee, for payment of any such investigations or studies and the compensation to any consulting firm, legal counsel or other advisors retained by the Committee.

FORM OF NOMINATINGAND CORPORATE GOVERNANCE COMMITTEE CHARTER

ESG INC.

The responsibilities and powers of this Nominating and Corporate Governance Committee (the “Committee”) as delegated by the board of directors (the “Board”) of ESG Inc., a Nevada company (the “Company”) are set forth in this charter. Whenever the Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is in the best interests of the Company and its shareholders.

I. PURPOSE

As set forth herein, the Committee shall, among other things, discharge the responsibilities of the Board relating to the appropriate size, functioning and needs of the Board including, but not limited to, identification, recommendation, recruitment and retention of high quality Board members and committee composition and structure.

II. MEMBERSHIP

The Committee shall consist of at least two members of the Board as determined from time to time by the Board. Each member shall be “independent” in accordance with the listing standards of the Nasdaq Stock Market, as amended from time to time.

The Board shall elect the members of this Committee at the first Board meeting practicable following the annual meeting of shareholders and may make changes from time to time pursuant to the provisions below. Unless a chairperson (the “Chairperson”) is elected by the Board, the members of the Committee shall designate a chairperson by a majority vote of the full Committee membership.

A Committee member may resign by delivering his or her written resignation to the Chairperson of the Board, or may be removed by a majority vote of the Board by delivery to such member of written notice of removal, to take effect at a date specified therein, or upon delivery of such written notice to such member if no date is specified.

III. MEETINGS AND COMMITTEE ACTION

The Committee shall meet at such times as it deems necessary to fulfill its responsibilities. Meetings of the Committee shall be called by the Chairperson of the Committee upon such notice as is provided for in the memorandum and articles of association of the Company with respect to meetings of the Board. A majority of the members shall constitute a quorum. Actions of the Committee may be taken in person at a meeting or in writing without a meeting. Actions taken at a meeting, to be valid, shall require the approval of a majority of the members present and voting. Actions taken in writing, to be valid, shall be signed by all members of the Committee. The Committee shall report its minutes from each meeting to the Board.

The Chairperson of the Committee may establish such rules as may from time to time be necessary or appropriate for the conduct of the business of the Committee. At each meeting, the Chairperson shall appoint as secretary a person who may, but need not, be a member of the Committee. A certificate of the secretary of the Committee or minutes of a meeting of the Committee executed by the secretary setting forth the names of the members of the Committee present at the meeting or actions taken by the Committee at the meeting shall be sufficient evidence at all times as to the members of the Committee who were present, or such actions taken.

IV. COMMITTEE AUTHORITY AND RESPONSIBILITIES

●	Developing the criteria and<br>qualifications for membership on the Board.
●	Recruiting, reviewing, nominating<br>and recommending candidates for election or re-election to the Board or to fill vacancies on the Board.
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●	Reviewing candidates proposed<br>by shareholders, and conducting appropriate inquiries into the background and qualifications of any such candidates.
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●	Establishing subcommittees for<br>the purpose of evaluating special or unique matters.
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●	Monitoring and making recommendations<br>regarding committee functions, contributions and composition.
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●	Evaluating, on an annual basis,<br>the Board’s and management’s performance.
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●	Evaluating, on an annual basis,<br>the Committee’s performance and report to the Board on such performance.
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●	Developing and making recommendations<br>to the Board regarding corporate governance guidelines for the Company.
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●	Monitoring compliance with the<br>Company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of the Company’s procedures<br>to ensure proper compliance.
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●	Retaining and terminating any<br>advisors, including search firms to identify director candidates, compensation consultants as to director compensation and legal counsel,<br>including sole authority to approve all such advisors’ or search firms’ fees and other retention terms, as the case may be.
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V. REPORTING

The Committee shall report to the Board periodically. The Committee shall prepare a statement each year concerning its compliance with this charter for inclusion in the Company’s proxy statement as needed. The Committee shall periodically review and assess the adequacy of this charter and recommend any proposed changes to the Board for approval.

ESG INC.

Board of Director Candidate Guidelines

The Nominating and Corporate Governance Committee of ESG Inc. (the “Company”) will identify, evaluate and recommend candidates to become members of the Board of Directors (the “Board”) with the goal of creating a balance of knowledge and experience. Nominations to the Board may also be submitted to the Nominating and Corporate Governance Committee by the Company’s shareholders in accordance with the Company’s policy. Candidates will be reviewed in the context of the then current composition of the Board, the operating requirements of the Company and the long-term interests of the Company’s shareholders. In conducting this assessment, the Committee will consider and evaluate each director-candidate based upon its assessment of the following criteria:

●	Whether the candidate is independent<br>pursuant to the requirements of the Nasdaq Capital Market.
●	Whether the candidate is accomplished<br>in his or her field and has a reputation, both personal and professional, that is consistent with the image and reputation of the Company.
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●	Whether the candidate has the<br>ability to read and understand basic financial statements. The Nominating and Corporate Governance Committee also will determine if a<br>candidate satisfies the criteria for being an “audit committee financial expert,” as defined by the Securities and Exchange<br>Commission.
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●	Whether the candidate has relevant<br>education, experience and expertise and would be able to provide insights and practical wisdom based upon that education, experience and<br>expertise.
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●	Whether the candidate has knowledge<br>of the Company and issues affecting the Company.
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●	Whether the candidate is committed<br>to enhancing shareholder value.
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●	Whether the candidate fully<br>understands, or has the capacity to fully understand, the legal responsibilities of a director and the governance processes of a public<br>company.
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●	Whether the candidate is of<br>high moral and ethical character and would be willing to apply sound, objective and independent business judgment, and to assume broad<br>fiduciary responsibility.
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●	Whether the candidate has, and<br>would be willing to commit, the required hours necessary to discharge the duties of Board membership.
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●	Whether the candidate has any<br>prohibitive interlocking relationships or conflicts of interest.
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●	Whether the candidate is able<br>to develop a good working relationship with other Board members and contribute to the Board’s working relationship with the senior<br>management of the Company.
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●	Whether the candidate is able<br>to suggest business opportunities to the Company.
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Shareholder Recommendations for Directors

Shareholders who wish to recommend to the Nominating and Corporate Governance Committee a candidate for election to the Board of Directors should send their letters to ESG Inc. at its principal executive offices, Attn: Corporate Secretary. The Corporate Secretary will promptly forward all such letters to the members of the Nominating and Corporate Governance Committee. Shareholders must follow certain procedures to recommend to the Nominating and Corporate Governance Committee candidates for election as directors. In general, in order to provide sufficient time to enable the Nominating and Corporate Governance Committee to evaluate candidates recommended by shareholders in connection with selecting candidates for nomination in connection with the Company’s annual meeting of shareholders, the Corporate Secretary must receive the shareholder’s recommendation not less than the close of business on the 120^th^ calendar days before the scheduled date of the Company’s annual general meeting.

The recommendation must contain the following information about the candidate:

●	Name;
●	Age;
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●	Business and current residence<br>addresses;
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●	Principal occupation or employment<br>and employment history (name and address of employer and job title) for the past 10 years (or such shorter period as the candidate has<br>been in the workforce);
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●	Educational background;
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●	Permission for the Company to<br>conduct a background investigation, including the right to obtain education, employment and credit information;
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●	The number of ordinary shares<br>of the Company owned beneficially or of record by the candidate;
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●	The information that would be<br>required to be disclosed by the Company about the candidate under the rules of the Securities and Exchange Commission in a Proxy Statement<br>soliciting proxies for the election of such candidate as a director (which currently includes information required by Items 401, 404 and<br>405 of Regulation S-K);
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●	A signed consent of the nominee<br>to serve as a director of the Company, if elected.
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