The China Project

The company depends on key personnel and faces challenges recruiting needed personnel.

The company's future success depends on the efforts of a small number of key personnel. Specifically, the company depends on the skill and experience of two individuals, Anla Cheng and Bob Guterma. Each has a different skill set. If the company is not able to call upon one of these people for any reason, its operations and development could be harmed. In addition, due to its limited financial resources and the specialized expertise required, it may not be able to recruit the individuals needed for its business needs. There can be no assurance that the company will be successful in attracting and retaining the personnel the company requires to operate and be innovative.

We face significant competition in all aspects of our business.

We operate in a highly competitive environment. We compete for subscription and advertising revenue with both traditional and other content providers, as well as news aggregators, search engines and
social media platforms. Many of those companies have more resources than we do, which may allow them to compete more effectively than us. Competition among these companies is robust, and new
competitors can quickly emerge. Our ability to compete effectively depends on many factors both within and beyond our control, including among others:
• our ability to deliver a breadth of high-quality content that is interesting and relevant to our
audience;
• our reputation and brand strength;
• the popularity, usefulness, ease of use, performance, reliability and value of our digital products,
compared with those of our competitors;
• the sustained engagement of our audience directly with our products;
• our ability to reach new users in the United States and abroad;
• our ability to develop, maintain and monetize our products;
• the pricing of our products and our content access model;
• our marketing and selling efforts, including our ability to differentiate our products and services
from those of our competitors;
• our visibility on search engines and social media platforms and in mobile app stores, compared
with that of our competitors;
• our ability to attract, retain, and motivate talented employees, including reporters, producers,
editors, and product managers;
• our ability to provide advertisers with a compelling return on their investments; and
• our ability to manage and grow our business in a cost-effective manner.
Some of our current and potential competitors may have greater resources than we do, which may allow them to compete more effectively than us.

We are in a reputation based business.

In order to succeed we will need to continue to develop our brand and reputation. They are and will be key assets of the company. Therefore, any negative perceptions or publicity could adversely affect our
business, financial condition and results of operations. Our brand might be damaged by incidents that erode consumer trust (such as negative publicity), a perception that our content is unreliable or biased
or a decline in the general trust in the media, which may be in part as a result of changing political and cultural environments in the U.S. and abroad (specifically China) or active campaigns by domestic and
international political and commercial actors. We may introduce new products or services that our current and potential audience may not like and that may negatively affect our brand. Our reputation
could also be damaged by failures of third-party vendors we rely on in many contexts, including providing content. To the extent we are unable to develop our brand and/or reputation and do the extent either our brand or reputation is damaged, it will negative impact our financial prospects.

The company is focused on being a China content as well as services provider.

The company will only succeed (and you will only make money) if there is sufficient demand for our content and services. In addition, we will only succeed if we are able to provide content and services better than the competition, and to price at a level that allows the company to make a profit and still attract business.

Technology in the media industry continues to evolve rapidly.

Advances in technology have led to an increasing number of alternative methods for the delivery of content and have driven consumer demand and expectations in unanticipated directions. If we are
unable to exploit new and existing technologies to distinguish our products and services from those of our competitors or adapt to new distribution methods that provide optimal user experiences, our
business, financial condition, and prospects may be adversely affected. Technology developments also pose other challenges that could adversely affect our revenues and competitive position. New delivery
platforms may lead to pricing restrictions, the loss of distribution control, and the loss of a direct relationship with consumers.

Our websites and internal networks may be vulnerable to unauthorized persons accessing our systems, which could disrupt our operations.

The Company uses computers and other technology in substantially all aspects of our business operations, and some of our revenues are dependent on digital products. Such increases expose us to
potential cyber incidents resulting from deliberate attacks or unintentional events. Our website activities involve the storage and transmission of proprietary information, which we strive to protect
from unauthorized access. However, it is possible that unauthorized persons may be able to circumvent our protections and misappropriate proprietary information, corrupt data, or cause interruptions or
malfunctions in our digital operations. The results of these incidents could include, but are not limited to, business interruption, public disclosure of nonpublic information, decreased revenues, misstated
financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation, financial consequences, and reputational damage adversely affecting customer or investor
confidence, any or all of which could adversely affect our business. We invest in security resources and technology to protect our data and business processes against risk of data security breaches and cyberattack, but the techniques used to attempt attacks are constantly changing. A breach or successful attack could have a negative impact on our operations or business reputation.

Our founder has control over all stockholder decisions because she controls a substantial majority of our voting stock.


As a result of the Voting Common Stock that she holds, Anla Cheng, our founder and Executive Chairman will be able to exercise voting rights with respect to an aggregate of 6,200,000 shares of Voting Common Stock, which will represent approximately 78% of the voting power of our outstanding capital stock immediately following this offering. As a result, Ms. Cheng has the ability to control the outcome of all matters submitted to our stockholders for approval, including the election, removal, and replacement of directors and any merger, consolidation, or sale of all or substantially all of our assets.

There is currently no public market for our Non-Voting Common Stock, and a public market for our Common Stock may never develop.


The securities sold in our Regulation CF offering are subject to restrictions on resale for one year. There is no formal marketplace for the resale of our Common Stock. Our Common Stock may be traded overthe-counter to the extent any demand exists, but we have not (and may never) taken steps necessary to permit such over-the-counter trading. These securities are illiquid and there will not be an official
current price for them, as there would be if we were a publicly-traded company with a listing on a stock exchange. Investors should assume that they may not be able to liquidate their investment for some time, or be able to pledge their shares, as collateral. Since we have not established a trading forum for the Common Stock, there will be no easy way to know what the Common Stock is "worth" at any time.

We sold non-voting shares under Regulation Crowdfunding.

Investors in our Regulation Crowdfunding offering purchased Non-Voting Common Stock which means, except in very limited circumstance, investors will not have any vote in the company.

Our valuation has been established internally and is difficult to assess.


SupChina set the price of securities in its Regulation CF offering internally. Valuations for companies at this stage are generally purely speculative. Our valuation has not been validated by any independent
third party and may decrease precipitously in the future.

Future fundraising may affect the rights of investors.

In order to expand, the company is likely to raise funds again in the future, either by offerings of securities or through borrowing from banks or other sources. The terms of future capital raising, such as
loan agreements, may include covenants that give creditors greater rights over the financial resources of the company.

The subscription agreement has a forum selection provision that requires disputes be resolved in state or federal courts in the State of Delaware and our Certificate of Incorporation has a forum selection provision that requires disputes be resolved in the Court of Chancery in the State of Delaware, regardless of convenience or cost to you, the investor.

Investors in our Regulation CF offering agreed to resolve disputes arising under the subscription agreement in state or federal courts located in the State of Delaware, for the purpose of any suit, action or other proceeding arising out of or based upon the agreement, including those related federal securities laws. Further, our Certificate of Incorporation contains an exclusive forum provision for certain lawsuits including any derivative action brought on behalf of the company; see "Forum Selection
Provisions" below Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that these exclusive forum provisions apply to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context.

The exclusive forum provision in the certificate of incorporation does not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts
have exclusive jurisdiction. 

For both instruments, investors will not be deemed to have waived the company's compliance with the
federal securities laws and the rules and regulations thereunder. These forum selection provisions may limit investors' ability to obtain a favorable judicial forum for disputes with us. Alternatively, if a court
were to find a provision inapplicable to, or unenforceable in an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business,
financial condition or results of operations.

Investors may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the agreement. 

Investors will be bound by the subscription agreement, which includes a provision under which investors waive the right to a jury trial of any claim they may have against the company arising out of or relating to the agreement, including any claims made under the federal securities laws. By signing the agreement, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor's jury trial rights following consultation with the investor's legal counsel. 

If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which governs the agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the subscription agreement. If investors bring a claim against the Company in connection with matters arising under the agreement, including claims under the federal securities laws, they may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the Company. If a lawsuit is brought against the company under the agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

Nevertheless, if the jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms the agreement with a jury trial. No condition, stipulation or provision of the subscription agreement serves as a waiver by any holder of the Company's securities, or by the Company, of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

Actual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect the company's business.

The company's business could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as the recent
outbreak of COVID-19. Specifically, since March 2020, the company has limited its in-person events (including dinners and conferences) due to the pandemic. The risk, or public perception of the risk, of a
pandemic or media coverage of infectious diseases could adversely affect the company's operations and the financial condition of the company's investors, prospective investors, and potential customers
resulting in reduced demand for the company's securities, products and services, generally. Further, such risks could result in persons avoiding appearing at in-person appointments, 'Shelter-in-place" or
other such orders by governmental entities, which could disrupt the company's operations if employees, customers and investors are limited in their actions.