{"url_path":"/sec/bq/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-13","source_url":"https://www.sec.gov/Archives/edgar/data/1815021/0001213900-26-077593-index.html","accession_number":"0001213900-26-077593","cik":"0001815021","ticker":"BQ","issuer_name":"Boqii Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1815021/0001213900-26-077593-index.html","primary_entity_key":"0001815021","primary_entity_name":"Boqii Holding Ltd"},"word_count":4934,"has_tables":true,"body_markdown":"**ITEM 10. ADDITIONAL INFORMATION**\n\n** **\n\n**10.A. Share Capital**\n\n \n\nNot applicable.\n\n** **\n\n**10.B. Memorandum and Articles of Association**\n\n \n\nBoqii is an exempted company\nwith limited liability incorporated under the laws of the Cayman Islands and our affairs are governed by our MAA, as amended and restated\nfrom time to time, the Companies Act, and the common law of the Cayman Islands.\n\n \n\nWe incorporate by reference\ninto this annual report our MAA, which was filed as Exhibit 3.1 to our report on Form 6-K filed with the SEC on May 12, 2026 and Certificate\nof Designation of Class C Ordinary Shares, which was filed as Exhibit 3.1 to our report on Form 6-K filed with the SEC on August 19, 2025.\n\n** **\n\n**Registered Office and Objects**\n\n \n\nOur registered office in\nthe Cayman Islands is at the offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand\nCayman, KY1-1205, Cayman Islands\n\n \n\nAccording to Clause 3 of\nour MAA, the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry\nout any object not prohibited by any law as provided by the Companies Act or as the same may be revised from time to time, or any other\nlaw of the Cayman Islands.\n\n** **\n\n**Board of Directors**\n\n \n\nSee “*Item 6. Directors, Senior Management\nand Employees*.”\n\n \n\n**Ordinary Shares**\n\n \n\nSee Exhibit 2.4 to this annual report.\n\n** **\n\n**Differences in Corporate Law**\n\n \n\nSee Exhibit 2.4 to this annual report.\n\n** **\n\n**10.C. Material Contracts**\n\n** **\n\n**Securities Purchase Agreement in May 2026 Private Placement**\n\n \n\nOn May 11, 2026, the Company\nentered into the 2026 Purchase Agreement with certain non-U.S. investors. See “*Item 4. Information on the Company – 4.A.\nHistory and Development of the Company – Recent Developments – May 2026 Private Placement*.”\n\n** **\n\n**Securities Purchase Agreements and Registration Right Agreement\ndated February 13, 2025**\n\n \n\nOn February 13, 2025, we\nentered into securities purchase agreements (the “Private Placement SPAs”) with certain non-U.S. purchasers, each an unrelated\nthird party to the Company (collectively, the “Purchasers”). Pursuant to the Private Placement SPAs, the Purchasers agreed\nto subscribe for and purchase, and the Company agreed to issue and sell to the Purchasers in a private placement offering, an aggregate\nof 2,000,000 ADSs, at a purchase price of $1.2 per ADS, and for an aggregate purchase price of $2,400,000. The ADSs had not been registered\nunder the Securities Act and were not offered pursuant to the Registration Statement. These ADSs were offered pursuant to the exemption\nprovided in Rule 903 of Regulation S under the Securities Act.\n\n \n\nIn connection with this private\nplacement, the Company entered into a registration rights agreement with the Purchasers, pursuant to which, among other things, the Company\nis required to prepare and file with SEC one or more registration statements to register for the resale of the ADSs no later than May\n31, 2025. The Company is required to use best efforts to have such registration statement(s) declared effective as promptly as possible\nthereafter.\n\n \n\nOther than those set forth\nabove and those described elsewhere in this annual report, we have not entered into any material contracts other than in the ordinary\ncourse of business.\n\n** **\n\n123\n\n \n\n \n\n**10.D. Exchange Controls**\n\n \n\nThe Cayman Islands currently\nhas no exchange control regulations or currency restrictions. See “*Item 4. Information of the Company-4.B. Business Overview-Regulation-Regulations\nRelated to Foreign Exchange*.”\n\n** **\n\n**10.E. Taxation**\n\n** **\n\n**Cayman Islands Taxation**\n\n \n\nAccording to Maples and Calder\n(Hong Kong) LLP, our Cayman Islands legal counsel, the Cayman Islands currently levies no taxes on individuals or corporations based upon\nprofits, income, gains or appreciation, and there is no taxation in the nature of inheritance tax or estate duty. The Cayman Islands is\nnot party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations\nor currency restrictions in the Cayman Islands.\n\n \n\nIn terms of material tax\nconsequences in the Cayman Islands, there are no other taxes likely to be material to us levied by the government of the Cayman Islands,\nexcept for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the\nCayman Islands. Payments of dividends and capital in respect of the ordinary shares will not be subject to taxation in the Cayman Islands\nand no withholding will be required on the payment of a dividend or capital to any holder of the ordinary shares, nor will gains derived\nfrom the disposal of the ordinary shares be subject to Cayman Islands income or corporate tax.\n\n \n\n**People’s Republic of China Taxation**\n\n \n\nUnder the PRC EIT Law, which\nbecame effective on January 1, 2008 and was most recently amended on December 29, 2018, an enterprise established outside the PRC with\n“de facto management bodies” within the PRC is considered a “resident enterprise” for PRC enterprise income tax\npurposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. Under the implementation regulations\nto the PRC EIT Law, a “de facto management body” is defined as a body that has material and overall management and control\nover the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise.\n\n \n\nIn addition, the STA Circular\n82 issued by the STA in April 2009 specifies that certain offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise\ngroups will be classified as PRC resident enterprises if the following are located or resident in the PRC: (a) senior management personnel\nand departments that are responsible for daily production, operation and management; (b) financial and personnel decision making bodies;\n(c) key properties, accounting books, company seal, minutes of board meetings and shareholders’ meetings; and (d) half or more of\nthe senior management or directors having voting rights. Further to STA Circular 82, the STA issued the STA Bulletin 45, which took effect\nin September 2011, to provide more guidance on the implementation of STA Circular 82. STA Bulletin 45 provides for procedures and administration\ndetails of determination on resident status and administration on post-determination matters. Our company is a company incorporated outside\nthe PRC. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets are located outside\nthe PRC. As such, we do not believe that our company meets all of the conditions above or is a PRC resident enterprise for PRC tax purposes.\nFor similar reasons, we believe our other entities outside of China are also not PRC resident enterprises. However, the tax resident status\nof an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of\nthe term “de facto management body.” There can be no assurance that the PRC government will ultimately take a view that is\nconsistent with us.\n\n \n\nIn terms of material tax\nconsequences to shareholders, if the PRC tax authorities determine that our Cayman Islands holding company is a PRC resident enterprise\nfor PRC enterprise income tax purposes, a 10% withholding tax would be imposed on dividends we pay to our non-PRC enterprise shareholders.\nIn addition, nonresident enterprise shareholders may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition\nof ordinary shares, if such gains are treated as derived from a PRC source. Furthermore, if we are deemed a PRC resident enterprise, dividends\npaid to our non-PRC individual shareholders and any gain realized on the transfer of ordinary shares by such shareholders may be subject\nto PRC individual income tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us). These rates may be reduced\nby an applicable tax treaty, but it is unclear whether non-PRC shareholders of our company would be able to in practice, obtain the benefits\nof any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise.\nSee “*Item 3. Key Information-3.D.Risk Factors-Risks Related to Doing Business in China-If we are classified as a PRC resident\nenterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC\nshareholders*.”\n\n** **\n\n124\n\n \n\n** **\n\n**Material U.S. Federal Income Tax Considerations**\n\n \n\nThe following are material\nU.S. federal income tax consequences to the U.S. Holders described below of owning and disposing of our Class A ordinary shares, but this\ndiscussion does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s\ndecision to own our Class A ordinary shares.\n\n \n\nThe following applies only\nto a U.S. Holder that holds the Class A ordinary shares as capital assets for U.S. federal income tax purposes. In addition, it does not\naddress all of the tax consequences that may be relevant in light of a U.S. Holder’s particular circumstances, including the alternative\nminimum tax, the Medicare contribution tax on net investment income and tax consequences applicable to U.S. Holders subject to special\nrules, such as:\n\n \n\n \n●\ncertain financial institutions;\n\n \n\n \n●\ninsurance companies;\n\n \n\n \n●\nregulated investment companies;\n\n \n\n \n●\ndealers or traders in securities that use a mark-to-market method of tax accounting;\n\n \n\n \n●\npersons holding Class A ordinary shares as part of a straddle, integrated or similar transaction;\n\n \n\n \n●\npersons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;\n\n \n\n \n●\nentities classified as partnerships for U.S. federal income tax purposes and their partners;\n\n \n\n \n●\ntax-exempt entities, “individual retirement accounts” or “Roth IRAs”;\n\n \n\n \n●\npersons that acquired Class A ordinary shares as compensation;\n\n \n\n \n●\npersons that own or are deemed to own Class A ordinary shares representing 10% or more of our voting power or value; or\n\n \n\n \n●\npersons holding Class A ordinary shares in connection with a trade or business outside the United States.\n\n \n\nIf a partnership (or other\nentity that is classified as a partnership for U.S. federal income tax purposes) owns Class A ordinary shares, the U.S. federal income\ntax treatment of a partner will depend on the status of the partner and the activities of the partnership. Partnerships owning Class A\nordinary shares and their partners should consult their tax advisers as to their particular U.S. federal income tax consequences of owning\nand disposing of Class A ordinary shares.\n\n \n\nThe following is based on\nthe Internal Revenue Code of 1986, as amended, or the Code, administrative pronouncements, judicial decisions, final, temporary and proposed\nTreasury Regulations, and the income tax treaty between the United States and the PRC, or the Treaty, all as of the date hereof, any of\nwhich is subject to change, possibly with retroactive effect. The following assumes that each obligation under the deposit agreement and\nany related agreement will be performed in accordance with its terms.\n\n \n\nAs used herein, a “U.S.\nHolder” is a person that is, for U.S. federal income tax purposes, a beneficial owner of the Class A ordinary shares and:\n\n \n\n \n●\na citizen or individual resident of the United States;\n\n \n\n \n●\na corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia;\n\n \n\n \n●\nan estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or\n\n \n\n \n●\na trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise elected to be treated as a United States person under the Code.\n\n \n\nU.S. Holders should consult\ntheir tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of Class A ordinary\nshares in their particular circumstances.\n\n** **\n\n125\n\n \n\n** **\n\n**Passive Foreign Investment Company Rules**\n\n \n\nIn general, a non-U.S. corporation is a PFIC for U.S. federal income\ntax purposes for any taxable year in which (i) 50% or more of the average value of its assets (generally determined on a quarterly basis)\nconsists of assets that produce, or are held for the production of, passive income (the “asset test”), or (ii) 75% or more\nof its gross income consists of passive income. For purposes of the above calculations, a non-U.S. corporation that owns (or is treated\nas owning for U.S. federal income tax purposes), directly or indirectly, at least 25% by value of the shares of another corporation is\ntreated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of\nthe income of the other corporation. Passive income generally includes dividends, interest, rents, royalties and gains from financial\ninvestments. Cash is generally a passive asset for these purposes. Depending on the amount of cash we hold, together with any other assets\nheld for the production of passive income, it is possible that, for our current taxable year or any subsequent year, more than 50% of\nour assets may be assets which produce passive income. Our status as a PFIC is a fact-intensive determination made on an annual basis.\nWe will make this determination following the end of any particular tax year. Taking into account the composition of our income and assets,\nwe believe it is reasonable to take the position that we were not a PFIC for our taxable year ended on March 31, 2025. However, due to\nthe uncertainty described above, as well as uncertainties regarding the characterization and value of certain of our assets for purposes\nof the asset test, our PFIC status for our taxable year ended on March 31, 2025 is not entirely clear and the Internal Revenue Service\nmay assert that we were a PFIC for that year. Moreover, it is not entirely clear how the contractual arrangements between us, the VIEs\nand their nominal shareholders will be treated for purposes of the PFIC rules, and we may be or become a PFIC if the VIEs are not treated\nas owned by us for these purposes.\n\n \n\nIf we are a PFIC for any\ntaxable year and any entity in which we own or are deemed to own equity interests (including our subsidiaries and the VIEs) is also a\nPFIC (any such entity, a “Lower-tier PFIC”), U.S. Holders will be deemed to own a proportionate amount (by value) of the shares\nof each Lower-tier PFIC and will be subject to U.S. federal income tax according to the rules described in the next paragraph on (i) certain\ndistributions by a Lower-tier PFIC and (ii) dispositions of shares of Lower-tier PFICs, in each case as if the U.S. Holders held such\nshares directly, even though the U.S. Holder did not receive any proceeds of those distributions or dispositions.\n\n \n\nIf we are a PFIC for any\ntaxable year during which a U.S. Holder owns Class A ordinary shares, and unless the mark-to-market election described in the subsequent\nparagraph applies, gain recognized by such U.S. Holder on a sale or other disposition (including certain pledges) of its Class A ordinary\nshares will be allocated ratably over its holding period. The amounts allocated to the taxable year of the sale or disposition and to\nany year before we became a PFIC will be taxed as ordinary income. The amount allocated to each other taxable year will be subject to\ntax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge will\nbe imposed on the resulting tax liability for each such year. Furthermore, to the extent that distributions received by a U.S. Holder\nin any taxable year on its Class A ordinary shares exceed 125% of the average of the annual distributions on the Class A ordinary shares\nreceived during the preceding three taxable years or the U.S. Holder’s holding period, whichever is shorter, such excess distributions\nwill be subject to taxation in the same manner. If we are a PFIC for any taxable year during which a U.S. Holder owns Class A ordinary\nshares, we will continue to be treated as a PFIC with respect to the U.S. Holder for all succeeding years during which the U.S. Holder\nowns the Class A ordinary shares, even if we cease to meet the threshold requirements for PFIC status, unless the U.S. Holder makes a\ntimely “deemed sale” election, in which case any gain on the deemed sale will be taxed under the PFIC rules described above.\nU.S. Holders should consult their tax advisers regarding the advisability of making a deemed sale election in the event that we are a\nPFIC for any taxable year and cease to be a PFIC thereafter.\n\n \n\nAlternatively, if we are\na PFIC and if the Class A ordinary shares are “regularly traded” on a “qualified exchange,” a U.S. Holder of Class\nA ordinary shares may be able to make a mark-to-market election that would result in tax treatment different from the general tax treatment\nfor PFICs described in the preceding paragraph. The Class A ordinary shares will be treated as regularly traded for any calendar year\nin which more than a *de minimis*quantity of the Class A ordinary shares are traded on a qualified exchange on at least 15 days\nduring each calendar quarter. The NYSE American, where the Class A ordinary shares are listed, is a qualified exchange for this purpose,\nbut there is no assurance that our Class A ordinary shares will be regularly traded. If a U.S. Holder of Class A ordinary shares makes\nthe mark-to-market election, the U.S. Holder will recognize as ordinary income any excess of the fair market value of the Class A ordinary\nshares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of\nthe adjusted tax basis of the Class A ordinary shares over their fair market value at the end of the taxable year to the extent of the\nnet amount of income previously included as a result of the mark-to-market election. If a U.S. Holder makes the election, the U.S. Holder’s\ntax basis in the Class A ordinary shares will be adjusted to reflect the income or loss amounts recognized. Any gain recognized on the\nsale or other disposition of Class A ordinary shares in a year in which we are a PFIC will be treated as ordinary income and any loss\nwill be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market\nelection, with any excess treated as capital loss). If a U.S. Holder makes the mark-to-market election, distributions paid on Class A\nordinary shares will be treated as discussed under “-Taxation of Distributions” below. U.S. Holders should consult their tax\nadvisers regarding the availability and advisability of making a mark-to-market election in their particular circumstances. In particular,\nU.S. Holders should consider carefully the impact of a mark-to-market election with respect to their Class A ordinary shares given that\nwe may have Lower-tier PFICs, and there is no provision in the Code, Treasury Regulations or other official guidance that would permit\nU.S. Holders to make a mark-to-market election with respect to any Lower-tier PFIC, the shares of which are not regularly traded. Therefore,\nif we are a PFIC for any taxable year, a U.S. Holder could be subject to the general PFIC rules described in the preceding paragraph with\nrespect to any Lower-tier PFIC, even if the U.S. Holder makes a mark-to-market election with respect to us. A mark-to-market election\nwill not be available for Class A ordinary shares unless they are regularly traded on a qualified exchange. Our Class A ordinary shares\ncurrently are not listed on any exchange and therefore, if our Class A ordinary shares are delisted from trading on the NYSE American,\na mark-to-market election will not be available.\n\n \n\n126\n\n \n\n \n\nIf we are a PFIC (or with\nrespect to a particular U.S. Holder are treated as a PFIC) for a taxable year of ours in which we pay a dividend or for the prior taxable\nyear, the favorable tax rate described below with respect to dividends paid to certain non-corporate U.S. Holders will not apply.\n\n \n\nWe do not intend to provide\ninformation necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different\nfrom the general tax treatment for PFICs described above.\n\n \n\nIf we are a PFIC for any\ntaxable year during which a U.S. Holder owns any Class A ordinary shares, subject to certain limited exceptions set forth in applicable\nTreasury Regulations the U.S. Holder will be required to file annual reports with the Internal Revenue Service. U.S. Holders should consult\ntheir tax advisers regarding the determination of whether we are a PFIC for any taxable year and the potential application of the PFIC\nrules to their ownership of Class A ordinary shares.\n\n** **\n\n**Taxation of Distributions**\n\n \n\nThe following is subject to the discussion under\n“*-Passive Foreign Investment Company Rules*” above.\n\n \n\nDistributions paid on the\nClass A ordinary shares, other than certain *pro rata*distributions of Class A ordinary shares, will be treated as dividends to\nthe extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Because\nwe do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions\nwill be reported by financial intermediaries to U.S. Holders as dividends. Dividends will not be eligible for the dividends-received deduction\ngenerally available to U.S. corporations under the Code. Subject to applicable limitations, dividends paid on our Class A ordinary shares\nto certain non-corporate U.S. Holders may be taxable at a favorable rate, provided that we are not a PFIC for our taxable year in which\nthe dividend is paid or the preceding taxable year. Furthermore, assuming we are not entitled to the benefits of the Treaty (which is\nthe position we have taken), the favorable tax rate will not apply if our Class A ordinary shares are delisted from trading on the NYSE\nAmerican. Non-corporate U.S. Holders should consult their tax advisers to determine whether the favorable rate may apply to dividends,\nif any, and whether they are subject to any special rules that limit their ability to be taxed at this favorable rate.\n\n \n\nDividends will be included\nin a U.S. Holder’s income on the date of the U.S. Holder’s. The amount of any dividend income paid in non-U.S. currency will\nbe the U.S. dollar amount calculated by reference to the spot rate in effect on the date of receipt, regardless of whether the payment\nis in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not\nbe required to recognize foreign currency gain or loss in respect of the amount received. A U.S. Holder may have foreign currency gain\nor loss if the dividend is converted into U.S. dollars after the date of receipt.\n\n \n\nDividends will be treated\nas foreign-source income for foreign tax credit purposes. As described in “-*People’s Republic of China Taxation*,”\ndividends paid by us may be subject to PRC withholding tax. For U.S. federal income tax purposes, the amount of the dividend income will\ninclude any amounts withheld in respect of PRC withholding tax. Subject to applicable limitations, which vary depending upon the U.S.\nHolder’s circumstances, and the discussion below regarding certain Treasury Regulations, PRC taxes withheld from dividend payments\n(at a rate not exceeding any applicable Treaty rate) will be creditable against a U.S. Holder’s U.S. federal income tax liability.\nThe rules governing foreign tax credits are complex. For example, Treasury Regulations provide that, in the absence of an election to\napply the benefits of an applicable income tax treaty, in order for foreign income taxes to be creditable, the relevant foreign income\ntax rules must be consistent with certain U.S. federal income tax principles, and we have not determined whether the PRC income tax system\nmeets these requirements. U.S. Holders should consult their tax advisers regarding the creditability of foreign taxes in their particular\ncircumstances. In lieu of claiming a credit, a U.S. Holder may elect to deduct creditable PRC taxes in computing its taxable income, subject\nto applicable limitations. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all creditable foreign\ntaxes paid or accrued in the relevant taxable year.\n\n** **\n\n**Sale or Other Taxable Disposition of Our Class A Ordinary Shares**\n\n \n\nThe following is subject to the discussion under\n“-*Passive Foreign Investment Company Rules*” above.\n\n \n\nA U.S. Holder will recognize\ncapital gain or loss on a sale or other taxable disposition of Class A ordinary shares in an amount equal to the difference between the\namount realized on the sale or disposition and the U.S. Holder’s tax basis in the Class A ordinary shares disposed of, in each case\nas determined in U.S. dollars. Such gain or loss will be long-term capital gain or loss if at the time of the sale or disposition the\nU.S. Holder has owned the Class A ordinary shares for more than one year. Long-term capital gains recognized by non-corporate U.S. Holders\nare subject to tax rates that are lower than those applicable to ordinary income. The deductibility of capital losses is subject to limitations.\n\n \n\n127\n\n \n\n \n\nAs described in “-*People’s\nRepublic of China Taxation*”, gains on the sale of Class A ordinary shares may be subject to PRC taxes. Under the Code, capital\ngains of U.S. persons are generally treated as U.S. source income. However, a U.S. Holder that is eligible for Treaty benefits may be\nable to elect to treat the gain as foreign-source income under the Treaty and claim foreign tax credit in respect of any PRC tax on dispositions.\nUnder certain Treasury Regulations, a U.S. Holder generally will be precluded from claiming a foreign tax credit with respect to PRC income\ntaxes on gains from dispositions of Class A ordinary shares if the U.S. Holder unless the U.S. Holder is eligible for Treaty benefits\nand elects to apply them. However, if a U.S. Holder is so precluded from claiming a foreign tax credit, it is possible that any PRC taxes\non disposition gains may either be deductible or reduce the amount realized on the disposition. The rules governing foreign tax credits\nand deductibility of foreign taxes are complex. U.S. Holders should consult their tax advisers regarding the consequences of the imposition\nof any PRC tax on disposition gains, including the Treaty’s resourcing rule, the eligibility for the benefits of the Treaty in the\nU.S. Holders’ circumstances, the obligation to report a Treaty-based return position and any limitation on the creditability or\ndeductibility of any PRC tax on disposition gains in their particular circumstances.\n\n** **\n\n**Information Reporting and Backup Withholding**\n\n \n\nPayments of dividends and\nsales proceeds that are made within the United States or through certain U.S.-related financial intermediaries may be subject to information\nreporting and backup withholding, unless (i) the U.S. Holder is a corporation or other “exempt recipient” and (ii) in the\ncase of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to\nbackup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against its U.S.\nfederal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the Internal\nRevenue Service.\n\n \n\nCertain U.S. Holders who\nare individuals (or certain specified entities) may be required to report information relating to their ownership of Class A ordinary\nshares or non-U.S. accounts through which Class A ordinary shares are held. U.S. Holders should consult their tax advisers regarding their\nreporting obligations with respect to Class A ordinary shares.\n\n** **\n\n**10.F. Dividends and Paying Agents**\n\n \n\nNot applicable.\n\n** **\n\n**10.G. Statement by Experts**\n\n \n\nNot applicable.\n\n** **\n\n**10.H. Documents on Display**\n\n \n\nWe are subject to the periodic\nreporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Under the Exchange Act, we\nare required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four\nmonths after the end of each fiscal year. We have filed this annual report on Form 20-F, including exhibits, with the SEC. As allowed\nby the SEC, we incorporate by reference certain information we filed with the SEC. This means that we can disclose important information\nto you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to\nbe part of this annual report.\n\n \n\nAll information filed with\nthe SEC can be obtained over the internet at the SEC’s website at www.sec.gov or inspected and copied at the public reference facilities\nmaintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of documents, upon payment of a duplicating\nfee, by writing to the SEC.\n\n \n\nAs a foreign private issuer,\nwe are exempt from the rules of the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and\nour executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions\ncontained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial\nstatements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.\n\n** **\n\n**10.I Subsidiary information**\n\n \n\nNot applicable.\n\n \n\n128"}