VIVIC CORP

Previous wording

Because we have yet to generate significant revenues, have incurred operating losses to date, have limited resources and expect to continue to incur losses for the immediate future, our registered public accounting firm in its audit report expressed substantial doubt about our ability to continue as a going concern. Our continued operation is dependent on our ability to raise sufficient funds to finance our activities. until such time, if ever, we begin to generate positive cash flow and operate profitably. Our financial statements do not include any adjustments that might result from the uncertainty about our ability to continue its business.

Current wording

Our registered public accounting firm in its audit report expressed substantial doubt about our ability to continue as a going concern. Our continued operation is dependent upon continued financial support from related parties or our ability to raise sufficient funds to finance our activities from third parties. until such time, if ever, we begin to generate positive cash flow and operate profitably. Our financial statements do not include any adjustments that might result from the uncertainty about our ability to continue its business.

Previous wording

We have funded our operations to date through loans from related parties, third party lenders and commercial banks. Consequently, as December 31, 2023, we had loans outstanding in the aggregate amount of $642,693 and the amount of our indebtedness has increased from such date. If we are not able to pay or refinance the outstanding principal and accrued interest on our loans when due, our operations may be materially and adversely affected. We may need to offer the holders of our debt increases in the rates of interest they receive or otherwise compensate them through payments of cash or issuances of our equity securities or securities convertible into our equity or modification of our loan agreements to provide additional compensation. Future financings or re-financings may involve the issuance of additional debt, equity and securities convertible into or exercisable for our equity securities. If we are unable to consummate such financings or re-financings, our operations may be adversely affected and the trading price of our common stock could be adversely affected and the terms of such financings may adversely affect the interests of our existing stockholders. Any failure to obtain additional working capital when required would have a material adverse impact on our business and financial condition and may result in a decline in the price of our common stock. If we are not able to fund ongoing losses through funds provided by third parties or our stockholders, we may become insolvent and cease operations.

Current wording

We have funded our operations to date through loans from related parties, third party lenders and commercial banks and the willingness of third parties to delay payment of amounts due. Consequently, as June 30, 2024, we had accrued accounts payable due related parties of $903,728 and loans due third parties in the amount of $611,383 and the amount of our indebtedness has increased from such date. If we are not able to pay or refinance the outstanding principal and accrued interest on our loans when due, our operations may be materially and adversely affected. We may need to offer the holders of our debt increases in the rates of interest they receive or otherwise compensate them through payments of cash or issuances of our equity securities or securities convertible into our equity or modification of our loan agreements to provide additional compensation. Future financings or re-financings may involve the issuance of additional debt, equity and securities convertible into or exercisable for our equity securities. If we are unable to consummate such financings or re-financings, our operations may be adversely affected and the trading price of our common stock could be adversely affected and the terms of such financings may adversely affect the interests of our existing stockholders. Any failure to obtain additional working capital when required would have a material adverse impact on our business and financial condition and may result in a decline in the price of our common stock. If we are not able to fund ongoing losses through funds provided by third parties or our stockholders, we may become insolvent and cease operations.

Previous wording

The boat manufacturing industry in mainland China and the demand for boats by citizens of the PRC are growing and we may seek to sell yachts within the PRC or have boats produced in the PRC.

Current wording

The boat manufacturing industry in mainland China and the demand for boats by citizens of the PRC are growing and we may seek to sell yachts within the PRC directly or through distributors or have boats produced in the PRC.

Previous wording

Our business depends on the continued contributions made by Mr. Shang-Chai Kung and Mr. Kun-Teng Liao. The loss of the services of either of these individuals may result in a severe impediment to our business.

Current wording

Our business depends on the continued contributions made by Mr. Shang-Chai Kung. The loss of the services of Mr. Kung may result in a severe impediment to our business.

Previous wording

Our success is dependent upon the continued contributions made by Mr. Shang-Chai Kung our Chairman and Chief Executive Officer, and Mr. Kun-Teng Liao, our Secretary and a Director. Mr. Kung is 84 years old. If either of these gentlemen cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner or at all. This would likely result in severe damage to our business operations and would have an adverse material impact on our financial position and operational results.

Current wording

Our success is dependent upon the continued contributions made by Mr. Shang-Chai Kung our Chairman and Chief Executive Officer. Mr. Kung is 84 years old. If he cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner or at all. This would likely result in severe damage to our business operations and would have an adverse material impact on our financial position and operational results.

Previous wording

In addition to Messrs. Kung and Liao, we currently depend on the continued services and performance of key members of our management team. Many of our executives have extensive experience in the maritime industry, our products and the markets for our products. The loss of some or all our executives could negatively affect our ability to develop and pursue our business strategy, which could materially adversely affect our business, results of operations or financial condition. We do not maintain “Key Employee” insurance on any members of our management team.

Current wording

In addition to Mr. Kung, we currently depend on the continued services and performance of key members of our management team. Many of our executives have extensive experience in the maritime industry, our products and the markets for our products. The loss of some or all our executives could negatively affect our ability to develop and pursue our business strategy, which could materially adversely affect our business, results of operations or financial condition. We do not maintain “Key Employee” insurance on any members of our management team.

Previous wording

Messrs. Kung and Liao never operated a company with shares traded in the public markets and consequently, are not familiar with many of the requirements applicable to a public company. Our management and other personnel will need to devote a substantial amount of time to ensure compliance with these requirements and we anticipate that we may need to rely upon outside advisors, counsel, and consultants to ensure compliance with applicable laws and regulations and undertaking various actions, such as implementing new internal controls and procedures. We anticipate that compliance with these rules and regulations will increase our legal, accounting, and financial compliance costs substantially.

Current wording

Mr. Kung has not operated a company with shares traded in the public markets and consequently, are not familiar with many of the requirements applicable to a public company. Our management and other personnel will need to devote a substantial amount of time to ensure compliance with these requirements and we anticipate that we may need to rely upon outside advisors, counsel, and consultants to ensure compliance with applicable laws and regulations and undertaking various actions, such as implementing new internal controls and procedures. We anticipate that compliance with these rules and regulations will increase our legal, accounting, and financial compliance costs substantially.

Previous wording

We currently have outstanding 832,000 shares of Class A Convertible Preferred Stock which are owned by Honetech Inc, a Samoa company, which is owned by Mr. Yu Cheng. Each share of our Class A Preferred Stock is convertible, at any time, into ten (10) shares of our common stock. The holder of our Class A Preferred Stock votes together with the holders of our common stock on all matters brought for a vote by our shareholders and is entitled to cast 50 votes for each share of Series A Convertible Preferred Stock or 41,600,000 votes in total. We have outstanding 26,657,921 shares of common stock. Therefore, Yu Cheng, as the owner of Hontech Inc., can cast votes representing 60.9% of the aggregate voting power on all matters voted upon by our stockholders, including the election of members of our Board of Directors. Accordingly, Mr. Cheng will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. Mr. Cheng will also have the power to prevent or cause a change in control of our Company. Without the consent of Mr. Cheng, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. Mr. Cheng’s interests may differ from the interests of our other shareholders.

Current wording

We currently have outstanding 832,000 shares of Class A Convertible Preferred Stock which are owned by Honetech Inc, a Samoa company, which is owned by Ms. Yu Cheng. Each share of our Class A Preferred Stock is convertible, at any time, into ten (10) shares of our common stock. The holder of our Class A Preferred Stock votes together with the holders of our common stock on all matters brought for a vote by our shareholders and is entitled to cast 50 votes for each share of Series A Convertible Preferred Stock or 41,600,000 votes in total. We have outstanding 27,410,921 shares of common stock. Therefore, Yu Cheng, as the owner of Hontech Inc., can cast votes representing 60.28% of the aggregate voting power on all matters voted upon by our stockholders, including the election of members of our Board of Directors. Accordingly, Ms. Cheng will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. Ms. Cheng will also have the power to prevent or cause a change in control of our Company. Without the consent of Ms. Cheng, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. Ms. Cheng’s interests may differ from the interests of our other shareholders.