August 28, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E. Washington, D.C. 20549
Dear Sirs/Mesdames:
| Re: | FingerMotion, Inc.
Form 10-K for the Fiscal Year Ended February 28, 2023
Supplemental Submission Pursuant to Item 9C(a) of Form 10-K
SEC File No. 001-41187 |
FingerMotion, Inc. (the
“Company”) is submitting via EDGAR the following information under Item 9C(a) of Form 10-K, pursuant to the Staff Statement
on the Holding Foreign Companies Accountable Act (the “HFCAA”) and the Consolidated Appropriations Act, 2023, in relation
to the Company’s annual report on Form 10-K for the fiscal year ended February 28, 2023 (the “Annual Report”).
The Company’s registered
public accounting firm for the fiscal year ended February 28, 2023, Centurion ZD CPA & Co., is headquartered in Hong Kong, a Special
Administrative Region and dependency of the People’s Republic of China (the “PRC”). On December 16, 2021, the
Public Accounting Oversight Board (the “PCAOB”) determined that it was unable to inspect or investigate completely
registered public accounting firms headquartered in the PRC and Hong Kong, and, on June 30, 2022, the Company was conclusively identified
by the United States Securities and Exchange Commission (the “SEC”) under the HFCAA as having filed audit reports issued
by a registered public accounting firm that cannot be inspected or investigated completely by the PCAOB. The PCAOB subsequently vacated
its initial determinations as to registered public accounting firms headquartered in the PRC or Hong Kong on December 15, 2022.
In response to Item 9C(a)
of Form 10-K, the Company believes that the following information establishes that it is not owned or controlled by a governmental entity
in Hong Kong or the PRC.
Based on an examination
of the Company’s register of shareholders and public filings made by its shareholders, including beneficial ownership reports filed
in respect of the Company’s common stock pursuant to the United States
|
Hong Kong Office
Unit 912, 9/F, Two Harbourfront
22 Tak Fung Street, HungHom
Kowloon, Hong Kong |
New York Office
1460 Broadway
New York, NY
10036, USA |
Singapore Office
111 Somerset Road, Level 3
Singapore 238164 |
Telephone: (347) 349-5339
www.fingermotion.com |
Page 2 of 2
Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has determined that to its knowledge,
no person who beneficially owns more than five percent of the Company’s common stock (as determined pursuant to Rule 13d-3 under
the Exchange Act) is (a) a representative of any government entity in the PRC or Hong Kong, or (b) an official of the Chinese Communist
Party.
As of the date hereof,
the directors, officers and senior management of the Company consist of: Martin J. Shen, Chief Executive Officer; Yew Hon Lee, Chief Financial
Officer; Yew Poh Leong, Director; Michael Chan, Director, Hsien Loong Wong, Director, Eng Ho Ng, Director; and Li Li, Legal Representative
and General Manager of Shanghai JiuGe Information Technology Co. Ltd. (a company existing under the Laws of the PRC over which the Company
exercises contractual control). None of these persons is a representative of any government entity in the PRC or Hong Kong, and, to the
knowledge of the Company none of these persons is an official of the Chinese Communist Party.
Based on the above, the
Company is not owned or controlled by a government entity in the PRC or Hong Kong.
Sincerely,
FingerMotion, Inc.
/s/ Martin J. Shen
Martin J. Shen
Chief Executive Officer