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Responses
to SEC queries for 10-K/A

Amendment
No. 4 to Form 10-K for Fiscal Year Ended December 31, 2023 Report of Independent Registered Public Accounting Firm, page F-2

 1. We
                                         reviewed the changes you made to restate your financial statements in response to prior
                                         comment 16. Please make arrangements with your auditors for them to revise their report
                                         to include an explanatory paragraph (immediately following the opinion paragraph), stating
                                         the previously issued financial statements have been restated for the correction of a
                                         misstatement and referencing Note 14 to the financial statements, where the restatement
                                         is described. Revise Note 14 to add line items quantifying the impact of the restatement
                                         on your gross profit and profit from operations. Refer to paragraphs .09 and .16 of PCAOB
                                         AS 2820 and ASC 250-10-50-7 through 50-9. In addition, file an Item 4.02 Form 8-K, since
                                         your previously issued financial statements should no longer be relied upon due to the
                                         restatement. Refer to General Instruction B.1 and Item 4.02 of Form 8-K.

In
response to the SEC comment letter to our 10-K/A dated September 18, 2024, our auditor has revised the report to include an explanatory
paragraph indicating that the previously issued financial statements have been restated.

REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To:

    The
    Board of Directors and Stockholders of

    Fintech
    Scion Ltd

Opinion
on the Financial Statements

We
have audited the accompanying consolidated balance sheets of Fintech Scion Ltd (the Company) as of December 31, 2023 and 2022,
and the related consolidated statement of operations and comprehensive income (loss), changes in equity, and cash flow for each
of the two years in the period ended December 31, 2023 and 2022, 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, 2023 and 2022, and the result of its operations and its cash flow for each of the two years in the
period ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States.

Restatement
of the 2023 Financial Statement

As
discussed in Note 14 to the financial statements, the accompanying financial statements as of December 31, 2023 and for the period
from January 1, 2022 through December 31, 2022 have been restated.

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.

Critical
Audit Matters

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

Goodwill

Critical
Audit Matter Description

As
reflected in the Company’s consolidated financial statements, at December 31, 2023, the Company’s goodwill was $16,657,653
(2022: $55,794,524). As disclosed in Note 5 to the financial consolidated financial statements, the Company’s evaluation
of goodwill for impairment involves the comparison of the fair value of the reporting unit to its carrying value. The Company
uses the discounted cash flow model to estimate fair value which requires management to make significant estimates and assumptions
related to forecasts of future revenue and operating margin. In additional, the fair value estimates of the reporting units were
sensitive to changes in significant assumptions such as discount rates, expected future cash flows, long-term growth rates and
comparable company earnings multiples. Changes in these assumptions could have a significant impact on either the fair value,
the amount of any goodwill impairment charge, or both. Significant management judgment was required to forecast future revenue
and operating margin to estimate the fair value of the reporting unit. In turn, a high degree of auditor judgment and an increase
extend of audit effort were required when performing.

As
discussed in Note 5 to the financial statements, the Company recognized goodwill of $16,657,653
(2022: $55,794,524) being the balance of goodwill deriving from the reverse acquisition
that has occurred during the year ended December 31, 2022. As a result of the significant carrying amount of goodwill recognized,
any further goodwill impairment will cause a significant adverse financial impact on the Company, and that could raise substantial
doubt about the Company’s ability to continue as a going concern.

How
the Critical Audit Matter Was Addressed in the Audit

Our
audit procedures related to the forecasts of future revenue and operating margin and selection of comparable company valuation
indicators

    ●
    We
    obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s
    goodwill impairment assessment process. For example, we tested controls over the Company’s long range planning process
    as well as controls over the review of the significant assumptions in estimating the fair values of the reporting units.

    ●
    To
    test the fair values of the reporting units, our audit procedures included, among others, assessing methodologies, testing
    the significant assumptions described above, and testing the completeness and accuracy of the underlying data used by the
    Company. Our testing procedures over the significant assumptions included, among others, comparing forecasted revenue and
    operating margins to current industry and economic trends. We assessed the historical accuracy of management’s estimates
    by comparing past projections to actual performance and assessed sensitivity analyses of significant assumptions to evaluate
    the changes in the fair value of the reporting units resulting from changes in the assumptions.

Related
party balances and transaction

Critical
Audit Matter Description

As
disclosed in Note 10 to the financial consolidated financial statements, the Company conducted transactions with its related parties
and affiliates during the normal course of its business in 2023. The Company has entered into a number of transactions with these
related parties, including loan from ex-director and company expenses paid by the director. Auditor judgment was involved in assessing
the sufficiency of the procedures performed to identify related parties and related party transactions of the Company.

How
the Critical Audit Matter Was Addressed in the Audit

We
performed the following procedures to evaluate the identification of related parties and related party transactions by the Company:

    ●
    Conducted
    background checks, and reviewed other public research sources for information related to transactions between the Company
    and its related parties

    ●
    Performed
    confirmations for account balances with related parties

    ●
    Reviewed
    transaction details in the director accounts for transactions with related parties

    ●
    Examined
    the Company’s reconciliation of its related parties’ transactions and balances

/s/
Pan-China Singapore PAC (6255)

Chartered
Accountants

Singapore

May
9, 2024

Except
for the effects of the restatement discussed in Note 14 as to which the date is September 23, 2024

We
have served as the Company’s auditor since 2021

Consolidated
Balance Sheet, page F-4

 2. Your
                                         response to prior comment 17 does not appear to provide a basis in GAAP for presenting
                                         $55 million in merger reserves on your balance sheet and in your statements of stockholders'
                                         equity. Please provide a GAAP basis or remove the $55 million in merger reserves from
                                         your financial statements by reducing additional paid-in capital.

In
response to the SEC comment letter to our 10-K/A dated September 18, 2024 and following our discussion with the Staff of SEC on
September 20, 2024, we have restated the consolidated balance sheet by removing $55 million of merger reserves.

 FINTECH
SCION LIMITED

CONSOLIDATED
BALANCE SHEETS (AS RESTATED)

 (Stated
in US Dollars)

    As
    of

    As
    of

    December
    31,

    December 31,

    2023

    2022

    ASSETS

    Current
    assets

    Cash
    and cash equivalents

    $
    3,765,959

    $
    3,791,378

    Accounts
    receivable

    59,974

    1,792,195

    Amount
    due from related parties

    —

    1,296,935

    Other
    receivables, prepayments and other current assets

    509,451

    1,049,292

    Inventories

    12,000

    2,272

    Total
    Current Assets

    4,347,384

    7,932,072

    Non-current
    assets

    Intangible
    asset

    34,707

    59,803

    Goodwill

    16,657,653

    55,794,524

    Property
    and equipment, net

    38,600

    38,862

    Total
    Non-Current Assets

    16,730,960

    55,893,189

    TOTAL
    ASSETS

    $
    21,078,344

    $
    63,825,261

    LIABILITIES

    Current
    liabilities

    Amounts
    due to related parties

    $
    755,040

    $
    2,463,833

    Accounts
    payable

    47,662

    617,655

    Accruals
    and other payables

    1,953,160

    1,861,979

    Total
    Current Liabilities

    2,755,862

    4,943,467

    Non-current
    liabilities

    —

    —

    TOTAL
    LIABILITIES

    2,755,862

    4,943,467

    Commitments
    and Contingencies (Note 11)

    STOCKHOLDERS’
    EQUITY

    Preferred
    stock par value $0.001: 25,000,000 shares authorized; and 0 outstanding

    —

    —

    Common
    stock par value $0.001: 400,000,000 and $0.001: 400,000,000 shares authorized, respectively; 298,742,643 and 198,742,643 shares
    issued and outstanding, respectively

    298,743

    198,743

    Additional
    paid-in capital

    58,148,510

    58,148,510

    Accumulated
    surplus/(deficit)

    (40,140,592)

    521,211

    Accumulated
    other comprehensive income

    16,734

    13,330

    Equity
    attributable to equity holders of the parent

    18,323,395

    58,881,794

    Non-controlling
    interests

    (913)

    —

    Total
    Stockholders’ Equity

    18,322,482

    58,881,794

    TOTAL
    LIABILITIES AND STOCKHOLDERS’ EQUITY

    $
    21,078,344

    $
    63,825,261

The
accompanying notes are an integral part of the consolidated financial statements.

Consolidated
Statements of Stockholders' Equity, page F-6

 1. We
                                         reviewed the changes you made to restate your financial statements in response to prior
                                         comments 16, 17 and 18. The balances shown in the statements of stockholders' equity
                                         for December 31, 2021 and prior are identical to those presented in the registrant's
                                         December 31, 2021 Form 10-K, so they do not appear to be those of Fintech Scion Limited
                                         (UK), which you refer to as Fintech in the filing. The statements of stockholders' equity
                                         from December 31, 2020 through the date of the November 30, 2022 reverse acquisition
                                         should be those of Fintech (the accounting acquirer), and should not include any of HWGC
                                         Holdings Limited's or HWGG Capital P.L.C.'s operations or changes in equity. Also, the
                                         50,000 shares that appear to have been outstanding at Fintech should be retroactively
                                         presented for periods prior to November 30, 2022 as 101.667 million shares in the registrant's
                                         statements of stockholders' equity and earnings per share information, similar to a 2,033.333-for-1
                                         stock split. The 97.076 million shares outstanding at the registrant just prior to the
                                         November 30, 2022 reverse acquisition should be treated as issued on November 30, 2022
                                         in your statements of stockholders' equity and earnings per share information. Refer
                                         to ASC 805-40-45. Please revise or advise.

 1. Amendment
                                         to the Weighted Average Shares & Net Income/(Loss) per Share in Consolidated Statements
                                         of Income or Loss

In
response to the SEC comment letter to our 10-K/A dated September 18, 2024 and following our discussion with the Staff of SEC on
September 20, 2024, we have restated the weighted average shares by excluding the 100 million shares issued to CICO in the calculation
for the financial year ended December 31, 2023.

FINTECH
SCION LIMITED

CONSOLIDATED
STATEMENTS OF INCOME OR LOSS AND COMPREHENSIVE INCOME OR LOSS (AS RESTATED)

 (In
U.S. dollars)

    For the Years Ended

    December, 31

    2023

    2022

    REVENUE

    $
    2,420,184

    $
    2,476,931

    COST
    OF REVENUE

    (688,630)

    (4)

    GROSS
    PROFIT

    1,731,554

    2,476,927

    OPERATING
    EXPENSES