{"url_path":"/sec/byah/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F/A","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1986247/0001213900-26-057152-index.html","accession_number":"0001213900-26-057152","cik":"0001986247","ticker":"BYAH","issuer_name":"Park Ha Biological Technology Co., Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1986247/0001213900-26-057152-index.html","primary_entity_key":"0001986247","primary_entity_name":"Park Ha Biological Technology Co., Ltd."},"word_count":13908,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n** **\n\nOn\nOctober 24, 2025, Park Ha Biological Technology Co., Ltd. (the “Company”) announced a change of trading symbol for its ordinary\nshares to “BYAH” (from “PHH”), which the Company effective on the Nasdaq Stock Market at the open of trading\non Monday October 28, 2025.\n\n \n\nOn\nOctober 24, 2025, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 to this Report of Foreign Private\nIssuer on Form 6-K, announcing the ticker symbol change.\n\n** **\n\n116\n\n \n\n** **\n\n**A.\nShare capital**\n\n \n\nAs\nof October 31,2025, our authorized share capital is US$300,000 divided into 12,000,000,000 Class A Ordinary Shares of par value US$0.00002\neach and 3,000,000,000 Class B Ordinary Shares of par value of US$0.00002 each.\n\n \n\nAs\nof October 31,2025, before the reverse stock split, we have 14,824,403 Class A Ordinary Shares and 19,050,000 Class B Ordinary Shares\nissued and outstanding.\n\n \n\nOn\nFebruary 9, 2026, we implement a 1-for-50 reverse stock split effective February 20, 2026, subject to the Company’s satisfaction\nof Nasdaq Operations notice requirements, with trading to begin on a split-adjusted basis at the market open on that day. We have retroactively\nrestated all share and per share data for all of the periods presented pursuant to ASC 260 to reflect the Reverse Split. As of October\n31, 2025, there were 296,488 Class A ordinary shares and 381,000 Class B ordinary shares issued and outstanding.\n\n \n\nAs\nof the date of this report, our authorized share capital is US$3,000,000 divided into 2,400,000,000 Class A Ordinary Shares of par value\nof US$0.001 each and 600,000,000 Class B Ordinary Shares of par value US$0.001 each.\n\n \n\nAs\nof the date of this report, we have 2,839,524 Class A Ordinary Shares and 381,000 Class B Ordinary Shares issued and outstanding.\n\n \n\n**B.\nMemorandum and articles of association**\n\n \n\nThe\nfollowing are summaries of the material provisions of our amended and restated memorandum and articles of association and the Companies\nAct (as amended), insofar as they relate to the material terms of our Ordinary Shares. They do not purport to be complete. Reference\nis made to our amended and restated memorandum and articles of association, a copy of which is filed as an exhibit to the annual report.\n\n \n\nPark\nHa Cayman was incorporated as an exempted company with limited liability under the laws of the Cayman Islands and our affairs are governed\nby our amended and restated memorandum and articles of association, as amended and restated from time to time (the “Articles”),\nand the Companies Act (as amended) of the Cayman Islands, or the “Cayman Islands Companies Act.” A Cayman Islands exempted\ncompany with limited liability:\n\n \n\n●is\na company that conducts its business mainly outside the Cayman Islands;\n\n \n\n●is\nprohibited from trading in the Cayman Islands with any person, firm or corporation except\nin furtherance of the business of the exempted company carried on outside the Cayman Islands\n(and for this purpose can effect and conclude contracts in the Cayman Islands and exercise\nin the Cayman Islands all of its powers necessary for the carrying on of its business outside\nthe Cayman Islands);\n\n \n\n●does\nnot have to hold an annual general meeting;\n\n \n\n●does\nnot have to make its register of members open to inspection by shareholders of that company;\n\n \n\n●may\nobtain an undertaking against the imposition of any future taxation;\n\n \n\n●may\nregister by way of continuation in another jurisdiction and be deregistered in the Cayman\nIslands;\n\n \n\n●may\nregister as a limited duration company; and\n\n \n\n●may\nregister as a segregated portfolio company.\n\n \n\n117\n\n \n\n \n\n“Limited\nliability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s\nshares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an\nillegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).\n\n** **\n\n**Our\nAmended and Restated Memorandum and Articles of Association**\n\n \n\nThe\nfollowing are summaries of material provisions of our amended and restated memorandum and articles of association and the Cayman Islands\nCompanies Act insofar as they relate to the material terms of our Ordinary Shares.\n\n* *\n\n*Ordinary\nShares*\n\n \n\nIn\nconnection with the reverse stock split, we filed an Amended and Restated Memorandum of Association, with the Registry of Companies of\nthe Cayman Islands on February 4, 2026 to reduce the authorized share capital of the Company from USD 3,000,000.00 divided into divided\ninto 150,000,000,000 ordinary shares of par value US$0.00002 each divided into (i) 120,000,000,000 Class A ordinary shares with a par\nvalue of US$0.00002 each with 1 vote per share and (ii) 30,000,000,000 Class B ordinary shares with a par value of US$0.00002 each with\n20 votes per share to 3,000,000,000 ordinary shares of par value US$0.001 each divided into (i) 2,400,000,000 Class A ordinary shares\nwith a par value of US$0.001 each with 1 vote per share and (ii) 600,000,000 Class B ordinary shares with a par value of US$0.001 each\nwith 20 votes per share, the reduction at the same ratio as its reduction in the issued and outstanding shares. As approved and authorized\nby a majority of the shareholders of at an extraordinary meeting of shareholders held on December 26, 2025, the Board of Directors of\nthe Company subsequently approved the reverse stock split and the exact ratio of the reverse stock split on January 29, 2026.\n\n \n\nAs\nof the date of this report, our authorized share capital is US$3,000,000 divided into 2,400,000,000 Class A Ordinary Shares of par value\nof US$0.001 each and 600,000,000 Class B Ordinary Shares of par value US$0.001 each. All of our shares to be issued in the offering will\nbe issued as fully paid. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion\nrights. In respect of matters requiring a vote of all shareholders by way of poll, each holder of Class A Ordinary Shares will be entitled\nto one vote per one Class A Ordinary Share and each holder of Class B Ordinary Shares will be entitled to 20 votes per one Class B Ordinary\nShare. The Class A Ordinary Shares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible into\nClass A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis.\n\n \n\nAll\nof our issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares are fully paid and non-assessable. Our Class A Ordinary\nShares and Class B Ordinary Shares are issued in registered form, and are issued when registered in our register of members. Unless the\nboard of directors determine otherwise, each holder of our Class A Ordinary Shares or Class B Ordinary Shares will not receive a certificate\nin respect of such shares. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Class A Ordinary\nShares and Class B Ordinary Shares. We may not issue shares to bearer.\n\n \n\nSubject\nto the provisions of the Cayman Companies Act and our Articles regarding redemption and purchase of the shares, the directors have general\nand unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any\nunissued shares to such persons, at such times and on such terms and conditions as they may decide. Such authority could be exercised\nby the directors to allot shares which carry rights and privileges that are preferential to the rights attaching to Class A Ordinary\nShares or Class B Ordinary Shares. No share may be issued at a discount except in accordance with the provisions of the Cayman Companies\nAct. The directors may refuse to accept any application for shares, and may accept any application in whole or in part, for any reason\nor for no reason.\n\n* *\n\n*Listing*\n\n \n\nOur\nClass A Ordinary Shares are listed on Nasdaq under the symbol “BYAH.”\n\n \n\n118\n\n \n\n \n\n*Transfer\nAgent*\n\n \n\nThe\ntransfer agent and registrar for our Ordinary Shares is Transhare Corporation.\n\n* *\n\n*Dividends*\n\n \n\nSubject\nto the provisions of the Cayman Islands Companies Act and the Articles, the directors may declare dividends or distributions out of our\nfunds which are lawfully available for that purpose.\n\n \n\nUnder\nthe laws of the Cayman Islands, our Company may pay a dividend out of either profit or share premium account, provided that in no circumstances\nmay a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.\nThe directors when paying dividends to shareholders may make such payment either in cash or in specie.\n\n \n\nNo\ndividend shall bear interest as against the Company.\n\n* *\n\n*Voting\nRights*\n\n \n\nOn\na poll, every shareholder who is present in person and every person representing a shareholder by proxy shall have one vote for each\nClass A Ordinary Share and 20 votes for each Class B Ordinary Share of which he or the person represented by proxy is the holder. In\naddition, all shareholders holding shares of a particular class are entitled to vote at a meeting of the holders of that class of shares.\nVotes may be given either personally or by proxy.\n\n* *\n\n*Conversion\nRights*\n\n \n\nClass\nA Ordinary Shares are not convertible. Class B Ordinary Shares are convertible, at the option of the holder thereof, into Class A Ordinary\nShares on a one-to-one basis.\n\n* *\n\n*Variation\nof Rights of Shares*\n\n \n\nIf\nat any time our share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided\nby the terms of issue of the shares of that class) may be varied either (a) by, or with the approval of, the directors without the consent\nof the holders of the shares of the affected class if the directors determine that the variation or abrogation is not materially adverse\nto the interests of those shareholders, or (b) with the consent in writing of the holders of two-thirds of the issued shares of that\nclass, or with the sanction of a special resolution passed at a separate general meeting of the holders of that class of share, provided\nthat the necessary quorum for such meeting shall be one or more persons holding or representing by proxy one-third of the issued shares\nof the class, and at which any holder of shares of the class present in person or by proxy may demand a poll.\n\n \n\nUnless\notherwise expressly provided by the terms of issue of any class, the rights conferred on the holders of shares of that class shall not\nbe deemed to be varied by the creation or issue of further shares ranking pari passu with that class.\n\n* *\n\n*Alteration\nof Share Capital*\n\n \n\nSubject\nto the Cayman Islands Companies Act, our shareholders may, by ordinary resolution:\n\n \n\n(a)increase\nour share capital by such sum, to be divided into shares of such amount, and with such rights,\nprivileges, priorities and restrictions attached to them as prescribed by that ordinary resolution;\n\n \n\n(b)consolidate\nand divide all or any of our share capital into shares of larger amount than our existing\nshares;\n\n \n\n(c)subject\nto the Cayman Islands Companies Act, sub-divide our shares or any of them into shares of\nsmaller amounts than that fixed; and\n\n \n\n(d)cancel\nany shares which, at the date of the passing of that ordinary resolution, have not been taken\nor agreed to be taken by any person.\n\n \n\n119\n\n \n\n \n\nSubject\nto the Cayman Islands Companies Act and the Articles, we may, by special resolution of our shareholders, reduce the share capital of\nthe Company and any capital redemption reserve in any manner.\n\n* *\n\n*Calls\non Shares and Forfeiture*\n\n \n\nThe\ndirectors may, from time to time, make calls on the shareholders in respect of some or all of any monies unpaid on their shares, whether\nin respect of par value or the premium payable on those shares, and each shareholder shall (subject to receiving at least 14 days’\nnotice specifying the time or times of payment), pay to us at the time or times so specified the amount called on his shares. The directors\nmay revoke or postpone a call at any time. The joint holders of a share shall be jointly and severally liable to pay all calls in respect\nof the share and the holder or joint holders of a share at the time of a call shall remain liable to pay the call on that share, notwithstanding\nany subsequent transfer of the share being registered by the Company. If a sum called in respect of a share is not paid before or on\nthe day appointed for payment of that call, the shareholder from whom it is due and payable shall pay interest on the sum at such rate\nas the directors may determine from the day appointed for payment of the call to the time of the actual payment. The directors may, at\ntheir discretion, waive payment of the interest in full or in part.\n\n \n\nWe\nhave a first and paramount lien on every share (whether or not it is a fully paid share). The lien is for all monies, whether presently\npayable or not, called or payable at a fixed time in respect of that share and for all debts, liabilities or other obligations owed,\nwhether presently or not, by the shareholder or by one or more joint shareholders or by any of their estates to the Company.\n\n \n\nAt\nany time, the directors may declare any share to be wholly or in part exempt from the lien on shares provisions of the Articles. Our\nlien, if any, on a share shall extend to all distributions payable on it.\n\n* *\n\n*Unclaimed\nDividend*\n\n \n\nAny\ndividend that remains unclaimed after a period of six years from the date of declaration of such dividend shall be forfeited and revert\nto the Company.\n\n* *\n\n*Forfeiture\nor Surrender of Shares*\n\n \n\nIf\na shareholder fails to pay any call or instalment of a call in respect of shares on the day appointed for payment, the directors may\nserve a notice on such shareholder naming a further date not earlier than the expiration of 14 days from the date of service on or before\nwhich the payment required by the notice is to be made and containing a statement that in the event of non-payment the shares, or any\nof them, will be liable to be forfeited.\n\n \n\nIf\nthe requirements of such notice are not complied with, we may forfeit the shares together with any distributions declared payable in\nrespect of the forfeited shares and not paid at any time before tender of payment.\n\n \n\nA\nforfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and at any time before\na sale or disposition the forfeiture may be cancelled on such terms as the directors think fit. The proceeds of any sale or disposition\nof the forfeited Share may be received and used by us as the directors determine.\n\n \n\nA\nperson whose shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares, but shall, notwithstanding\nsuch forfeit, remain liable to pay to us all monies which at the date of forfeiture were payable by him to us in respect of the shares,\ntogether with interest.\n\n* *\n\n*Share\nPremium Account*\n\n \n\nThe\ndirectors shall establish a share premium account and shall carry the credit of such account from time to time to a sum equal to the\namount or value of the premium paid on the issue of any share or capital contributed or such other amounts required by the Cayman Islands\nCompanies Act.\n\n* *\n\n120\n\n \n\n* *\n\n*Redemption\nand Purchase of Own Shares*\n\n \n\nSubject\nto the Cayman Islands Companies Act and to the rights attaching to any class of shares, we may by our directors:\n\n \n\n(a)issue\nshares on terms that they are to be redeemed or liable to be redeemed, at our option or the\nshareholder holding those redeemable shares, on such terms and in such manner the directors\nmay, before the issue of those shares, determine;\n\n \n\n(b)purchase\nour own shares (including any redeemable shares) on such terms and in such manner as the\ndirectors determine;\n\n \n\n(c)make\na payment in respect of the redemption or purchase of its own Shares in any manner permitted\nby the Companies Act including out of capital; and\n\n \n\n(d)permit\nthe surrender of fully paid Shares for no consideration.\n\n \n\nWhen\nmaking payments in respect of redemption or purchase of shares, the directors may make such payments in cash or in kind if so authorized\nby the terms of issue of those shares or with the agreement of the holder of those shares.\n\n* *\n\n*Transfer\nof Shares*\n\n \n\nThe\ntransferor shall be deemed to remain the holder of an ordinary share until the name of the transferee is entered on the register of members\nof the Company.\n\n \n\nWhere\nthe shares in question are not listed on or subject to the rules of Nasdaq, shares are transferable, subject to the consent of our board\nof directors who may, in their absolute discretion, refuse to consent to any transfer and decline to register the transfer without giving\nany reason.\n\n \n\nIf\nour directors refuse to register a transfer of a share, they are required, within two months after the date on which the transfer was\nlodged, to notify the transferee of the refusal.\n\n* *\n\n*Inspection\nof Books and Records*\n\n \n\nHolders\nof our Ordinary Shares will have no general right under the Cayman Islands Companies Act to inspect or obtain copies of our register\nof members or our corporate records. Under Cayman Islands law, the names of our current directors can generally be obtained from a search\nconducted at the Registrar of Companies of the Cayman Islands.\n\n* *\n\n*General\nMeetings*\n\n \n\nAll\ngeneral meetings other than annual general meetings shall be called extraordinary general meetings. We may but are not obliged to hold\nan annual general meeting.\n\n \n\nAny\ndirector may convene general meetings at such times and in such manner and places within or outside the Cayman Islands as the director\nconsiders necessary or desirable. General meetings shall also be convened by any one or more of our directors on the written request\nof shareholders entitled to exercise 10% or more of the voting rights in respect of the matter for which the meeting is requisitioned.\nSuch written request must state the objects of the meeting and must be signed by the shareholders requisitioning the meeting. The written\nrequest must be lodged at our registered office in the Cayman Islands and may be delivered in counterpart. If the directors do not proceed\nto convene a general meeting within 21 days of the written request to requisition a meeting being lodged the requisitionists, or any\nof them together holding at least half of the voting rights of all of them, may convene the general meeting in the same manner as nearly\nas possible as that in which a general meeting may be convened by a director. Where the requisitionists fail to convene the general meeting\nwithin three months of their right to convene the meeting arising, the right to convene the general meeting shall lapse.\n\n \n\nThe\ndirector convening a general meeting shall give not less than seven days’ notice of a general meeting to those shareholders whose\nnames on the date the notice is given appear as members in our register of members and are entitled to vote at the meeting. Such director\nshall also give such notice to each of the directors.\n\n \n\nA\ngeneral meeting held in contravention of the requirement to give notice is valid if shareholders holding at least 90% of the total voting\nrights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a\nshareholder at the meeting shall constitute waiver in relation to all the shares which that shareholder holds.\n\n \n\n121\n\n \n\n \n\nA\ngeneral meeting is duly constituted if, at the commencement of the meeting, there are present in person, through their authorized representative\nor by proxy not less than 30% of the votes of shares entitled to vote on resolutions of shareholders to be considered at the meeting.\nWhere a quorum comprises a single shareholder or proxy, such person may pass a resolution of shareholders and a certificate signed by\nsuch person accompanied where such person be a proxy by a copy of the proxy instrument shall constitute a valid resolution of shareholders.\n\n \n\nIf,\nwithin two hours from the time appointed for the general meeting, a quorum is not present, the meeting, if convened upon the requisition\nof shareholders, shall be dissolved. In any other case it shall stand adjourned to the next business day in the jurisdiction in which\nthe meeting was to have been held at the same time and place or to such other time and place as the directors may determine, and if at\nthe adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the shareholders present shall\nbe a quorum.\n\n \n\nThe\nchairman may, with the consent of the meeting at which a quorum is present, adjourn any meeting from time to time, and from place to\nplace, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which\nthe adjournment took place.\n\n \n\nAt\nany general meeting the chairman is responsible for deciding in such manner as considered appropriate whether any resolution proposed\nhas been carried or not and the result of the decision shall be announced to the meeting and recorded in the minutes of the meeting.\nIf the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes\ncast upon such resolution and the result shall be announced to the meeting and recorded in the minutes of the meeting. The minutes of\nthe meeting shall be conclusive evidence of the fact that a resolution was carried or not without proof of the number or proportion of\nthe votes recorded in favor of or against such resolution.\n\n* *\n\n*Preferred\nShares*\n\n \n\nPursuant\nto our amended and restated memorandum and articles of association, our directors have the authority to issue shares and other securities\nof the Company with such preferred, deferred or other special rights, restrictions or privileges whether with regard to voting, distributions,\na return of capital, or otherwise and in such classes and series, if any, as the directors may determine. We do not currently have plans\nto issue any preferred shares.\n\n* *\n\n*Directors*\n\n \n\nWe\nmay by ordinary resolution impose a maximum or minimum number of directors required to hold office at any time and vary such limits from\ntime to time. Under the Articles, we are required to have a minimum of one director.\n\n \n\nA\ndirector may be appointed by ordinary resolution or by the directors. Any appointment may be to fill a vacancy or as an additional director.\n\n \n\nThe\ndirectors shall be entitled to such remuneration as the directors may determine.\n\n \n\nWe\nmay in general meeting fix a minimum shareholding required to be held by a director, but unless and until so fixed a director is not\nrequired to hold shares.\n\n \n\nA\ndirector may be removed by ordinary resolution or by a resolution of our directors.\n\n \n\nSubject\nto the provisions of the articles, the office of a director shall be vacated if:\n\n \n\n(a)he\ngives notice in writing to the Company that he resigns the office of director; or\n\n \n\n(b)he\nabsents himself (without being represented by an alternate director appointed by him) from\nthree consecutive meetings of the board of directors without special leave of absence from\nthe directors, and they pass a resolution that he has by reason of such absence vacated office;\nor;\n\n \n\n(c)he\ndies, becomes bankrupt or makes any arrangement or composition with his creditors generally;\n\n \n\n122\n\n \n\n \n\n(d)he\nis found to be or becomes of unsound mind; or\n\n \n\n(e)all\nthe other directors (being not less than two in number) resolve that he should be removed\nas a director;\n\n \n\nEach\nof the compensation committee and the nominating and corporate governance committee shall consist of at least three directors and the\nmajority of the committee members shall be independent within the meaning of the Nasdaq corporate governance rules. The audit committee\nshall consist of at least three directors, all of whom shall be independent within the meaning of the Nasdaq corporate governance rules\nand will meet the criteria for independence set forth in Rule 10A-3 or Rule 10C-1 of the Exchange Act.\n\n* *\n\n*Powers\nand Duties of Directors*\n\n \n\nSubject\nto the provisions of the Cayman Islands Companies Act and our amended and restated memorandum and articles and any directions given by\nordinary resolution, our business and affairs shall be managed by, or under the direction or supervision of, the directors. The directors\nshall have all the powers necessary for managing, and for directing and supervising, our business and affairs of the Company as are not\nby the Cayman Islands Companies Act, our amended and restated memorandum and articles or the terms of any special resolution required\nto be exercised by the shareholders. No alteration of our amended and restated memorandum and articles or any direction given by ordinary\nor special resolution shall invalidate any prior act of the directors that was valid at the time undertaken.\n\n \n\nThe\ndirectors may delegate any of their powers to any committee consisting of one or more directors. They may also delegate to any managing\ndirector or director holding any other executive office such of their powers as they consider desirable to be exercised by him provided\nthat an alternate director may not act as managing director and the appointment of a managing director shall automatically terminate\nif he ceases to be a director. Any such delegation may be made subject to any conditions the directors may impose and may be revoked\nor altered. Subject to any such conditions, the proceedings of a committee of directors shall be governed by the Articles regulating\nthe proceedings of directors, so far as they are capable of applying.\n\n \n\nThe\ndirectors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs\nof the Company and may appoint any person to be a member of such committees or local boards. Any such appointment may be made subject\nto any conditions the directors may impose, and may be revoked or altered. Subject to any such conditions, the proceedings of any such\ncommittee, local board or agency shall be governed by the Articles regulating the proceedings of directors, so far as they are capable\nof applying.\n\n \n\nThe\ndirectors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly\nby the directors, to be the attorney or authorized signatory of the Company for such purpose and with such powers, authorities and discretions\n(not exceeding those vested in or exercisable by the directors under the Articles) and for such period and subject to such conditions\nas they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience\nof persons dealing with any such attorneys or authorized signatories as the directors may think fit and may also authorize any such attorney\nor authorized signatory to delegate all or any of the powers, authorities and discretions vested in him.\n\n \n\nThe\ndirectors may appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject\nto such provisions as to disqualification and removal as the directors may think fit. Unless otherwise specified in the terms of his\nappointment an officer may be removed by the directors.\n\n \n\nThe\ndirectors may exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to issue debentures, debenture\nstock, mortgages, bonds and other such securities and to secure indebtedness, liabilities or obligations whether of the Company or of\nany third party.\n\n \n\nNo\nperson shall be disqualified from the office of director or alternate director or prevented by such office from contracting with the\nCompany, either as vendor, purchaser or otherwise, nor shall any such contract or any other contract or transaction entered into by or\non behalf of the Company in which any director or alternate director shall be in anyway interested be or be liable to be avoided, nor\nshall any director or alternate director so contracting or being so interested be liable to account to the Company for any profit realized\nby any such contract or transaction by reason of such director holding office or of the fiduciary relation thereby established. A director\n(or his alternate director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested\nprovided that the nature of the interest of any director or alternate director in any such contract or transaction shall be disclosed\nby him at or prior to its consideration and any vote thereon. A general notice that a director or alternate director is a shareholder,\ndirector, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm\nor company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which\nhe has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.\n\n* *\n\n123\n\n \n\n* *\n\n*Capitalization\nof Profits*\n\n \n\nThe\ndirectors may capitalize any sum standing to the credit of any of the Company’s reserve accounts (including share premium account\nand capital redemption reserve) or to the credit of profit and loss account or otherwise available for distribution and appropriate such\nsum to shareholders in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits\nby way of dividend and apply such sum on their behalf in paying up in full unissued shares for issue, allotment and distribution credited\nas fully paid-up to and amongst them in the proportions aforesaid. In such event the directors may make such provisions as they think\nfit in the case of shares becoming distributable in fractions.\n\n* *\n\n*Liquidation\nRights*\n\n \n\nThe\nshareholders may, subject to the Articles and any other sanction required by the Cayman Islands Companies Act, pass a special resolution\nallowing the Company to be wound up voluntarily. If the Company shall be wound up, and the assets available for distribution amongst\nthe shareholders shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as\nmay be, the losses shall be borne by the shareholders in proportion to the par value of the shares held by them. If in a winding up the\nassets available for distribution amongst the shareholders shall be more than sufficient to repay the whole of the share capital at the\ncommencement of the winding up, the surplus shall be distributed amongst the shareholders in proportion to the par value of the shares\nheld by them at the commencement of the winding up subject to a deduction from those shares in respect of which there are monies due,\nof all monies payable to the Company for unpaid calls or otherwise, without prejudice to the rights of holders of shares issued upon\nspecial terms and conditions.\n\n* *\n\n*Register\nof Members*\n\n \n\nUnder\nthe Cayman Islands Companies Act, we must keep a register of members and there should be entered therein:\n\n \n\n●the\nnames and addresses of our shareholders, together with a statement of the shares held by\neach shareholder, such statement shall confirm (i) the amount paid or agreed to be considered\nas paid, on the shares of each shareholder; (ii) the number and category of shares held by\neach member, and (iii) whether each relevant category of shares held by a member carries\nvoting rights under the articles of association of the company, and if so, whether such voting\nrights are conditional;\n\n \n\n●the\ndate on which the name of any person was entered on the register as a shareholder; and\n\n \n\n●the\ndate on which any person ceased to be a shareholder.\n\n \n\nUnder\nthe Cayman Islands Companies Act, the register of members of our Company is prima facie evidence of the matters set out therein (that\nis, the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a shareholder registered\nin the register of members is deemed as a matter of the Cayman Islands Companies Act to have legal title to the shares as set against\nits name in the register of members. Upon the completion of this offering, the register of members will be immediately updated to record\nand give effect to the issuance of shares by us to the custodian or its nominee. Once our register of members has been updated, the shareholders\nrecorded in the register of members will be deemed to have legal title to the shares set against their name.\n\n \n\nIf\nthe name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay\nin entering on the register the fact of any person having ceased to be a shareholder of our company, the person or shareholder aggrieved\n(or any shareholder of our company or our company itself) may apply to the Grand Court of the Cayman Islands for an order that the register\nbe rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for\nthe rectification of the register.\n\n* *\n\n124\n\n \n\n* *\n\n*Differences\nin Corporate Law*\n\n \n\nThe\nCayman Islands Companies Act is derived, to a large extent, from the older Companies Acts of the United Kingdom but does not follow recent\nUnited Kingdom statutory enactments, and accordingly there are significant differences between the Cayman Islands Companies Act and the\ncurrent Companies Act of the United Kingdom. In addition, the Cayman Islands Companies Act differs from laws applicable to United States\ncorporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Cayman\nIslands Companies Act applicable to us and the laws applicable to companies incorporated in the State of Delaware in the United States.\n\n* *\n\n*Mergers\nand Similar Arrangements*\n\n \n\nThe\nCayman Islands Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies\nand non-Cayman Islands companies provided that the laws of the foreign jurisdiction permit such merger or consolidation. For these purposes,\n(1) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities\nin one of such companies as the surviving company and (2) a “consolidation” means the combination of two or more constituent\ncompanies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated\ncompany. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of\nmerger or consolidation, which must then be authorized by (1) a special resolution of the shareholders of each constituent company, and\n(2) such other authorization, if any, as may be specified in such constituent company’s articles of association. The written plan\nof merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the\nsolvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking\nthat a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and\nthat notification of the merger or consolidation will be published in the Cayman Islands Gazette.\n\n \n\nCourt\napproval is not required for a merger or consolidation which is affected in compliance with these statutory procedures.\n\n \n\nA\nmerger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders.\nFor this purpose, a subsidiary is a company of which at least 90% of the issued shares entitled to vote are owned by the parent company.\n\n \n\nThe\nconsent of each holder of a fixed or floating security interest of a constituent company is required unless this requirement is waived\nby a court in the Cayman Islands.\n\n \n\nExcept\nin certain limited circumstances, a dissenting shareholder of a Cayman Islands constituent company is entitled to payment of the fair\nvalue of his or her shares upon dissenting from a merger or consolidation. The exercise of such dissenter rights will preclude the exercise\nby the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, except\nfor the right to seek relief on the grounds that the merger or consolidation is void or unlawful.\n\n \n\nIn\naddition, the Cayman Islands Companies Act contains statutory provisions that facilitate the reconstruction of companies by way of schemes\nof arrangement, provided that the arrangement is approved by (a) at least a majority in number of the creditors or class of creditors,\nwho must, in addition, represent at least three-fourths in value of each such creditors or class of creditors; and/or (b) shareholders\nor a class of shareholders representing at least three-fourths in value of the shareholders or class of shareholders, in each case that\nare present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings\nand subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands (the “Grand Court”). While a\ndissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be\nexpected to approve the arrangement if it determines that:\n\n \n\n(a)the\nstatutory provisions as to the required majority vote have been met;\n\n \n\n125\n\n \n\n \n\n(b)the\nshareholders have been fairly represented at the meeting in question and the statutory majority\nare acting bona fide without coercion of the minority to promote interests adverse to those\nof the class;\n\n \n\n(c)the\narrangement is such that may be reasonably approved by an intelligent and honest man of that\nclass acting in respect of his interest; and\n\n \n\n(d)the\narrangement is not one that would more properly be sanctioned under some other provision\nof the Cayman Islands Companies Act.\n\n \n\nThe\nCayman Islands Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out”\nof dissentient minority shareholders upon a tender offer. When a tender offer is made and accepted by holders of 90.0% of the shares\naffected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require\nthe holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court, but\nthis is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.\n\n \n\nIf\nan arrangement and reconstruction is thus approved, or if a takeover offer is made and accepted, a dissenting shareholder would have\nno rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations,\nproviding rights to receive payment in cash for the judicially determined value of the shares.\n\n* *\n\n*Shareholders’\nSuits and Protection of Minority Shareholders.*\n\n \n\nIn\nprinciple, we will normally be the proper plaintiff to sue for a wrong done to us as a company and as a general rule, a derivative action\nmay not be brought by a minority shareholder. However, based on English law authorities, which would in all likelihood be of persuasive\nauthority in the Cayman Islands, the Grand Court can be expected to follow and apply the common law principles (namely the rule derived\nfrom the seminal English case of *Foss v. Harbottle* and the exceptions thereto, which limits the circumstances in which a shareholder\nmay bring a derivative action on behalf of the company or a personal action to claim loss which is reflective of loss suffered by the\ncompany) which permit a minority shareholder to commence a class action against, or derivative actions in the name of, a company to challenge\nthe following acts in the following circumstances:\n\n \n\n●a\ncompany acts or proposes to act illegally or ultra vires;\n\n \n\n●the\nact complained of, although not ultra vires, could only be effected duly if authorized by\nmore than a simple majority vote that has not been obtained; and\n\n \n\n●those\nwho control the company are perpetrating a “fraud on the minority.”\n\n \n\nIn\nthe case of a company (not being a bank) having its share capital divided into shares, the Grand Court may, on the application of members\nholding not less than one fifth of the shares of the company in issue, appoint an inspector to examine the affairs of the company and\nto report thereon in such manner as the Grand Court shall direct.\n\n \n\nAny\nof our shareholders may petition the Grand Court which may make a winding up order if the Grand Court of the Cayman Islands is of the\nopinion that it is just and equitable that we should be wound up and cease doing business. Alternatively, the Grand Court may make an\norder: (1) regulating the conduct of our affairs; (2) requiring us to refrain from doing or continuing an act complained of by the shareholder\npetitioner or to do an act which the shareholder petitioner has complained we have omitted to do; (3) authorizing civil proceedings to\nbe brought in our name and on our behalf by the shareholder petitioner on such terms as the Grand Court may direct; or (4) providing\nfor the purchase of the shares of any of our shareholders by other shareholders or us and, in the case of a purchase by us, a reduction\nof our capital accordingly.\n\n \n\nGenerally,\nclaims against us must be based on the general laws of contract or tort applicable in the Cayman Islands or individual rights as shareholders\nas established by our amended and restated memorandum and articles of association.\n\n* *\n\n126\n\n \n\n* *\n\n*Indemnification\nof Directors and Executive Officers and Limitation of Liability*\n\n \n\nCayman\nIslands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers\nand directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such\nas to provide indemnification against the consequences of committing a crime, or against the indemnified person’s own fraud or\ndishonesty. Our amended and restated memorandum and articles of association permit indemnification of officers and directors for liabilities\nincurred in their capacities as such as a result of any act or failure to act unless such losses or damages arise from their own actual\nfraud or willful default. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for\na Delaware corporation.\n\n \n\nInsofar\nas indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling\nus under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy\nas expressed in the Securities Act and is therefore unenforceable.\n\n* *\n\n*Directors’\nFiduciary Duties*\n\n \n\nUnder\nDelaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty\nhas two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care\nthat an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and\ndisclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires\nthat a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate\nposition for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation\nand its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by\nthe shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and\nin the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by\nevidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director\nmust prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.\n\n \n\nAs\na matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company. Under Cayman Islands law,\ndirectors and officers owe the following fiduciary duties: (i) a duty to act in good faith in what the director or officer believes to\nbe in the best interests of the company as a whole; (ii) a duty to exercise powers for the purposes for which those powers were conferred\nand not for a collateral purpose; (iii) a duty not to improperly fetter the exercise of future discretion; (iv) a duty to exercise powers\nfairly as between different classes of shareholders; (v) a duty to exercise independent judgment; and (vi) a duty not to put themselves\nin a position in which there is a conflict between their duty to the company and their personal interests. In fulfilling their duty of\ncare to our company, our directors must ensure compliance with our amended and restated memorandum and articles of association, as amended\nand restated from time to time.\n\n \n\nA\ndirector of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director\nneed not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge\nand experience. However, there are indications that English and Commonwealth courts are moving towards an objective standard with regard\nto the required skill and care and these authorities are likely to be followed in the Cayman Islands.\n\n* *\n\n*Shareholder\nProposals*\n\n \n\nUnder\nthe Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided\nit complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders\nan express right to put any proposal before the annual meeting of shareholders, but in keeping with common law, Delaware corporations\ngenerally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in\nthe certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized\nto do so in the governing documents, but shareholders may be precluded from calling special meetings.\n\n \n\n127\n\n \n\n \n\nThe\nCayman Islands Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders\nwith any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association.\nOur articles provide that general meetings may also be convened by any one or more of our directors on the written request of shareholders\nentitled to exercise 10% or more of the voting rights in respect of the matter for which the meeting is requisitioned. Such written request\nmust state the objects of the meeting and must be signed by the shareholders requisitioning the meeting. The written request must be\nlodged at our registered office in the Cayman Islands and may be delivered in counterpart. If the directors do not proceed to convene\na general meeting within 21 days of the written request to requisition a meeting being lodged the requisitionists, or any of them together\nholding at least half of the voting rights of all of them, may convene the general meeting in the same manner as nearly as possible as\nthat in which a general meeting may be convened by a director. Where the requisitionists fail to convene the general meeting within three\nmonths of their right to convene the meeting arising, the right to convene the general meeting shall lapse. As a Cayman Islands exempted\ncompany, we are not obligated by law to call shareholders’ annual general meetings.\n\n* *\n\n*Cumulative\nVoting*\n\n \n\nUnder\nthe Delaware General Corporation Law, cumulative voting for election of directors is not permitted unless the corporation’s certificate\nof incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders\non a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single\ndirector, which increases the shareholder’s voting power with respect to electing such director. As permitted under the Cayman\nIslands Companies Act, our articles do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections\nor rights on this issue than shareholders of a Delaware corporation.\n\n* *\n\n*Removal\nof Directors*\n\n \n\nUnder\nthe Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval\nof a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Subject to the\nprovisions of our articles (which include the removal of a director by ordinary resolution), the office of a director may be vacated\nif: (a) he gives notice in writing to the Company that he resigns the office of director; or (b) he absents himself (without being represented\nby an alternate director appointed by him) from three consecutive meetings of the board of directors without special leave of absence\nfrom the directors, and they pass a resolution that he has by reason of such absence vacated office; or; (c) dies, becomes bankrupt or\nmakes any arrangement or composition with his creditors generally; (d) he is found to be or becomes of unsound mind; or; (e) the other\ndirectors (being not less than two in number) resolve that he should be removed as a director.\n\n* *\n\n*Transactions\nwith Interested Shareholders*\n\n \n\nThe\nDelaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation\nhas specifically elected not to be governed by such statute by amendment to its certificate of incorporation or bylaws that is approved\nby its shareholders, it is prohibited from engaging in certain business combinations with an “interested shareholder” for\nthree years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or\na group who or which owns or owned 15% or more of the target’s outstanding voting stock or who or which is an affiliate or associate\nof the corporation and owned 15% or more of the corporation’s outstanding voting stock within the past three years. This has the\neffect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be\ntreated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested\nshareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming\nan interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition\ntransaction with the target’s board of directors.\n\n* *\n\n128\n\n \n\n* *\n\nThe\nCayman Islands Companies Act has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by\nthe Delaware business combination statute. However, although the Cayman Islands Companies Act does not regulate transactions between\na company and its significant shareholders, under Cayman Islands law such transactions must be entered into bona fide in the best interests\nof the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.\n\n* *\n\n*Dissolution;\nWinding Up*\n\n \n\nUnder\nthe Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by\nshareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors\nmay it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to\ninclude in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board\nof directors.\n\n \n\nUnder\nthe Cayman Islands Companies Act and our articles, the Company may be wound up by a special resolution of our shareholders, or if the\nwinding up is initiated by our board of directors, by either a special resolution of our members or, if our company is unable to pay\nits debts as they fall due, by an ordinary resolution of our members. In addition, a company may be wound up by an order of the courts\nof the Cayman Islands. The court has authority to order winding up in a number of specified circumstances including where it is, in the\nopinion of the court, just and equitable to do so.\n\n* *\n\n*Variation\nof Rights of Shares*\n\n \n\nUnder\nthe Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding\nshares of such class, unless the certificate of incorporation provides otherwise. Under the Cayman Islands Companies Act and our articles,\nif our share capital is divided into more than one class of shares, the rights attaching to any class of share (unless otherwise provided\nby the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of not less than two-thirds\nof the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of the holders\nof shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class.\n\n* *\n\n*Amendment\nof Governing Documents*\n\n \n\nUnder\nthe Delaware General Corporation Law, a corporation’s certificate of incorporation may be amended only if adopted and declared\nadvisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended\nwith the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation,\nalso be amended by the board of directors. Under the Cayman Islands Companies Act, our articles may only be amended by special resolution\nof our shareholders.\n\n \n\n129\n\n \n\n  \n\n**C.\nMaterial contracts**\n\n \n\nWe\nhave not entered into any material contracts other than in the ordinary course of business and otherwise described elsewhere in this\nannual report.\n\n \n\n**D.\nExchange controls**\n\n \n\nThe\nCayman Islands and Hong Kong currently have no exchange control regulations or currency restrictions.\n\n \n\nUnder\nexisting PRC foreign exchange regulations, payment of current account items, such as profit distributions and trade and service-related\nforeign exchange transactions, can be made in foreign currencies without prior approval from the SAFE, by complying with certain procedural\nrequirements. Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE,\nsubject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign\nexchange regulations, such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate\nshareholders who are PRC residents. Approval from, or registration with, appropriate government authorities is, however, required where\nthe RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated\nin foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current\naccount transactions. Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated\nprofits, if any, determined in accordance with Chinese accounting standards and regulations. As of the date of this annual report, there\nare no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within, into and out of Hong Kong (including\nfunds from Hong Kong to the PRC), except for transfer of funds involving money laundering and criminal activities. Cayman Islands law\nprescribes that a company may only pay dividends out of its profits. Other than that, there are no restrictions on our ability to transfer\ncash to investors. See “Item 3 - Transfers of Cash to and from Our Subsidiaries” and “Item 3.D. Risk Factors - Risks\nRelating to Doing Business in China.” \n\n \n\n**E.\nTaxation**\n\n \n\n**Cayman\nIslands Taxation**\n\n \n\nThe\nCayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is\nno taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government\nof the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within\nthe jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments\nmade to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.\n\n \n\nPayments\nof dividends and capital in respect of our Ordinary Shares and 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 our Ordinary Shares, nor will gains derived\nfrom the disposal of our Ordinary Shares be subject to Cayman Islands income or corporation tax.\n\n \n\n**People’s\nRepublic of China Taxation**\n\n \n\nUnder\nthe EIT Law and its implementation rules, an enterprise established outside of the PRC with a “de facto management body”\nwithin the PRC is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global\nincome. The implementation rules define the term “de facto management body” as the body that exercises full and substantial\ncontrol over and overall management of the business, production, personnel, accounts and properties of an enterprise. In April 2009,\nthe SAT issued the SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management\nbody” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies\nto offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners,\nthe criteria set forth in the circular may reflect the State Administration of Taxation’s general position on how the “de\nfacto management body” test should be applied in determining the tax resident status of all offshore enterprises. According to\nthe SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded\nas a PRC tax resident by virtue of having its “de facto management body” in China only if all of the following conditions\nare met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating\nto the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the\nPRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions\nare located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the\nPRC.\n\n \n\n130\n\n \n\n  \n\nWe\nbelieve that Park Ha Cayman is not a PRC resident enterprise for PRC tax purposes. Park Ha Cayman is not controlled by a PRC enterprise\nor PRC enterprise group and we do not believe that Park Ha Cayman meets all of the conditions above. Park Ha Cayman is a company\nincorporated outside the PRC. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key\nassets are located, and its records (including the resolutions of its Board of Directors and the resolutions of its shareholders) are\nmaintained, outside the PRC. For the same reasons, we believe our other entities outside of China are not PRC resident enterprises\neither. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain\nwith respect to the interpretation of the term “de facto management body.” There can be no assurance that the PRC government\nwill ultimately take a view that is consistent with ours.\n\n \n\nIf\nthe PRC tax authorities determine that Park Ha Cayman is a PRC resident enterprise for enterprise income tax purposes, we may be\nrequired to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including\nthe holders of the Ordinary Shares. In addition, non-resident enterprise shareholders (including the ordinary shareholders) may\nbe subject to a 10% PRC tax on gains realized on the sale or other disposition of Ordinary Shares, if such income is treated as sourced\nfrom within the PRC. It is unclear whether our non-PRC individual shareholders (including the ordinary shareholders) would\nbe subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined\nto be a PRC resident enterprise. If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20% (and\nsuch PRC tax may be withheld at source in the case of dividends). Any PRC income tax liability may be reduced under applicable tax treaties.\nHowever, it is unclear whether non-PRC shareholders of Park Ha Cayman would in practice be able to obtain the benefits of any\ntax treaties between their country of tax residence and the PRC in the event that Park Ha Cayman is treated as a PRC resident enterprise.\n\n \n\nProvided\nthat our Cayman Islands holding company, Park Ha Cayman, is not deemed to be a PRC resident enterprise, holders of the Ordinary Shares\nand Ordinary Shares who are not PRC residents will not be subject to PRC income tax on dividends distributed by us or gains realized\nfrom the sale or other disposition of our shares or Ordinary Shares. However, under Circular 7 and Circular 37, where a non-resident enterprise\nconducts an “indirect transfer” by transferring taxable assets, including, in particular, equity interests in a PRC resident\nenterprise, indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the\ntransferor, or the transferee, or the PRC entity which directly owns such taxable assets may report to the relevant tax authority such\nindirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas\nholding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC\ntax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other\nperson who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer\nof equity interests in a PRC resident enterprise. However, sales of shares and Ordinary Shares by investors through a public stock exchange\nwhere such shares or Ordinary Shares are acquired on a public stock exchange are currently exempt from these indirect transfer rules\nunder Circular 7 and Circular 37. We and our non-PRC resident investors may be at risk of being required to file a return and being\ntaxed under Circular 7 and Circular 37, and we may be required to expend valuable resources to comply with Circular 7 and Circular 37,\nor to establish that we should not be taxed under these circulars.\n\n \n\n131\n\n \n\n \n\n**United States\nFederal Income Tax Considerations**\n\n \n\n**WE\nRECOMMEND POTENTIAL PURCHASERS OF OUR ORDINARY SHARES TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE PERSONAL TAX CONSEQUENCES\nOF THE TRANSACTION, WHICH MAY VARY.**\n\n \n\nThe\nfollowing discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition\nof the Ordinary Shares by a U.S. Holder (as defined below) that acquires the Ordinary Shares in any future offering and holds the\nOrdinary Shares as “capital assets” (generally, property held for investment) under the U.S. Internal Revenue Code of\n1986, as amended, or the Code. This discussion is based upon existing U.S. federal tax law, which is subject to differing interpretations\nor change, possibly with retroactive effect. There can be no assurance that the U.S. Internal Revenue Service (“IRS”)\nor a court will not take a contrary position. This discussion, moreover, does not address the U.S. federal estate, gift, Medicare,\nand alternative minimum tax considerations, or any state, local and non-U.S. tax considerations, relating to the ownership or disposition\nof the Ordinary Shares. The following summary does not address all aspects of U.S. federal income taxation that may be important\nto particular investors in light of their individual circumstances or to persons in special tax situations such as:\n\n \n\n \n●\nbanks and other financial\ninstitutions;\n\n \n\n \n●\ninsurance companies;\n\n \n\n \n●\npension plans;\n\n \n\n \n●\ncooperatives;\n\n \n\n \n●\nregulated investment companies;\n\n \n\n \n●\nreal estate investment\ntrusts;\n\n \n\n \n●\nbroker-dealers;\n\n \n\n \n●\ntraders that elect to use\na mark-to-market method of accounting;\n\n \n\n \n●\ncertain former U.S. citizens\nor long-term residents;\n\n \n\n \n●\ntax-exempt entities\n(including private foundations);\n\n \n\n \n●\nholders who acquire their\nOrdinary Shares pursuant to any employee share option or otherwise as compensation;\n\n \n\n \n●\ninvestors that will hold\ntheir Ordinary Shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal\nincome tax purposes;\n\n \n\n \n●\ninvestors that have a functional\ncurrency other than the U.S. dollar;\n\n \n\n \n●\npersons holding their Ordinary\nShares in connection with a trade or business conducted outside the United States;\n\n \n\n \n●\npersons that actually or\nconstructively own 10% or more of our stock (by vote or value); or\n\n \n\n \n●\npartnerships or other entities\ntaxable as partnerships for U.S. federal income tax purposes, or persons holding the Ordinary Shares through such entities,\nall of whom may be subject to tax rules that differ significantly from those discussed below.\n\n \n\n132\n\n \n\n \n\n*General*\n\n \n\nFor\npurposes of this discussion, a “U.S. Holder” is a beneficial owner of the ordinary that is, for U.S. federal income\ntax purposes:\n\n \n\n \n●\nan individual who is a\ncitizen or resident of the United States;\n\n \n\n \n●\na corporation (or other\nentity treated as a corporation for U.S. federal income tax purposes) created in or organized under the law of the United States\nor any state thereof or the District of Columbia;\n\n \n\n \n●\nan estate the income of\nwhich is includible in gross income for U.S. federal income tax purposes regardless of its source; or\n\n \n\n \n●\na trust (A) the administration\nof which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority\nto control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person\nunder the Code.\n\n \n\nIf\na partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of the Ordinary\nShares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of\nthe partnership. Partnerships holding the Ordinary Shares and their partners are recommended to consult their tax advisors regarding\nan investment in the Ordinary Shares.\n\n \n\nFor\nU.S. federal income tax purposes, a U.S. Holder of Ordinary Shares will generally be treated as the beneficial owner of the\nunderlying shares represented by the Ordinary Shares. The remainder of this discussion assumes that a U.S. Holder of the Ordinary\nShares will be treated in this manner. Accordingly, deposits or withdrawals of Ordinary Shares for Ordinary Shares will generally not\nbe subject to U.S. federal income tax.\n\n \n\n*Passive\nForeign Investment Company Considerations*\n\n \n\nA\nnon-U.S. corporation, such as our Company, will be a PFIC, for U.S. federal income tax purposes for any taxable year, if either\n(i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or\nmore of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets\nthat produce or are held for the production of passive income. For this purpose, cash and assets readily convertible into cash are generally\ncategorized as a passive asset and the company’s goodwill and other unbooked intangibles are taken into account. Passive income\ngenerally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will\nbe treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in\nwhich we own, directly or indirectly, 25% or more (by value) of the stock.\n\n \n\n133\n\n \n\n \n\nAfter\nthe restructure that was completed in July 2023, our PRC subsidiaries are now an indirect subsidiary of the Company. Based upon our current\nand projected income and assets and projections as to the value of our assets, we do not expect to be a PFIC for the current taxable\nyear or the foreseeable future. However, no assurance can be given in this regard because the determination of whether we are or will\nbecome a PFIC is a factual determination made annually that will depend, in part, upon the composition of our income and assets. Fluctuations\nin the market price of the Ordinary Shares may cause us to be or become a PFIC for the current or future taxable years because the\nvalue of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may be determined by\nreference to the market price of the Ordinary Shares from time to time (which may be volatile). Among other matters, if our market capitalization\nis less than anticipated or subsequently declines, we may be or become a PFIC for the current or future taxable years. The composition\nof our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in any future offering.\nUnder circumstances where our revenue from activities that produce passive income significantly increases relative to our revenue from\nactivities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes,\nour risk of being or becoming a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules,\nand because our PFIC status is an annual factual determination, there can be no assurance that we will not be a PFIC for the current\ntaxable year or any future taxable year.\n\n \n\nIf\nwe are a PFIC for any year during which a U.S. Holder holds the Ordinary Shares, we generally will continue to be treated as a PFIC\nfor all succeeding years during which such U.S. Holder holds the Ordinary Shares.\n\n \n\nThe\ndiscussion below under “Dividends” and “Sale or Other Disposition” is written on the basis that we will not be\nor become a PFIC for U.S. federal income tax purposes. The U.S. federal income tax rules that apply generally if we are treated\nas a PFIC are discussed below under “Passive Foreign Investment Company Rules.”\n\n \n\n*Dividends*\n\n \n\nAny\ncash distributions paid on the Ordinary Shares (including the amount of any PRC tax withheld) out of our current or accumulated\nearnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross\nincome of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case\nof Ordinary Shares, in the case of Ordinary Shares. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income\ntax principles, any distribution we pay will generally be treated as a “dividend” for U.S. federal income tax purposes.\nDividends received on the Ordinary Shares will not be eligible for the dividends-received deduction allowed to corporations in respect\nof dividends received from U.S. corporations.\n\n \n\nIndividuals\nand other non-corporate U.S. Holders will be subject to tax at the lower capital gain tax rate applicable to “qualified\ndividend income”; provided that certain conditions are satisfied, including that (1) the Ordinary Shares on which the dividends\nare paid are readily tradable on an established securities market in the United States, or, in the event that we are deemed to be\na PRC resident enterprise under the PRC tax law, we are eligible for the benefit of the United States-PRC income tax treaty\n(the “Treaty”), (2) we are neither a PFIC nor treated as such with respect to a U.S. Holder (as discussed below)\nfor the taxable year in which the dividend is paid and the preceding taxable year, and (3) certain holding period and other requirements\nare met. There can be no assurance that the Ordinary Shares will continue to be considered readily tradable on an established securities\nmarket in later years. Because the Ordinary Shares will not be listed on a U.S. exchange, we do not believe that dividends\nreceived with respect to Ordinary Shares that are not represented by Ordinary Shares will be treated as qualified dividends. Non-corporate U.S. Holders\nare recommended to consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to the Ordinary\nShares.\n\n \n\n134\n\n \n\n  \n\nIn\nthe event that we are deemed to be a PRC resident enterprise under the EIT Law, we may be eligible for the benefits of the Treaty. If\nwe are eligible for such benefits, dividends we pay on our Ordinary Shares, regardless of whether such shares are represented by the\nOrdinary Shares, and regardless of whether the Ordinary Shares are readily tradable on an established securities market in the United States,\nwould be eligible for the reduced rates of taxation described in the preceding paragraph, provided that certain holding period and other\nrequirements are met and that we are neither a PFIC nor treated as such with respect to a U.S. Holder for the taxable year in which\nthe dividend is paid and the preceding taxable year.\n\n \n\nFor\nU.S. foreign tax credit purposes, dividends paid on the Ordinary Shares generally will be treated as income from foreign sources\nand generally will constitute passive category income. In the event that we are deemed to be a PRC resident enterprise under the EIT\nLaw, a U.S. Holder may be subject to PRC withholding taxes on dividends paid on the Ordinary Shares. Depending on the U.S. Holder’s\nparticular facts and circumstances and subject to a number of complex conditions and limitations, PRC withholding taxes on dividends\nthat are non-refundable under the Treaty may be treated as foreign taxes eligible for credit against a U.S. Holder’s\nU.S. federal income tax liability. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld\nmay instead claim a deduction for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which\nsuch holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex and U.S. Holders\nare recommended to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.\n\n \n\n*Sale\nor Other Disposition*\n\n \n\nA\nU.S. Holder will generally recognize gain or loss upon the sale or other disposition of Ordinary Shares in an amount equal to the\ndifference between the amount realized upon the disposition and the holder’s adjusted tax basis in such Ordinary Shares. The gain\nor loss will generally be capital gain or loss. Any capital gain or loss will be long term if the Ordinary Shares have been held for\nmore than one year. The deductibility of a capital loss may be subject to limitations. Any such gain or loss that the U.S. Holder\nrecognizes will generally be treated as U.S. source income or loss for foreign tax credit limitation purposes, which may limit the\navailability of foreign tax credits. However, in the event we are deemed to be a PRC resident enterprise under the EIT Law and PRC tax\nwere to be imposed on any gain from the disposition of the Ordinary Shares, a U.S. Holder that is eligible for the benefits of the\nTreaty may elect to treat such gain as PRC source income. If a U.S. Holder is not eligible for the benefits of the Treaty or fails\nto make the election to treat any gain as foreign source, then such U.S. Holder may not be able to use the foreign tax credit arising\nfrom any PRC tax imposed on the disposition of the Ordinary Shares unless such credit can be applied (subject to applicable limitations)\nagainst United States federal income tax due on other income derived from foreign sources in the same income category (generally,\nthe passive category). Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is\nimposed on a disposition of the Ordinary Shares, including the availability of the foreign tax credit under its particular circumstances.\n\n \n\n135\n\n \n\n \n\n*Passive\nForeign Investment Company Rules*\n\n \n\nIf\nwe are a PFIC for any taxable year during which a U.S. Holder holds the Ordinary Shares, and unless the U.S. Holder makes a\nmark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any\nexcess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder\nthat is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the\nU.S. Holder’s holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition including,\nunder certain circumstances, a pledge, of Ordinary Shares. Under the PFIC rules:\n\n \n\n \n●\nthe excess distribution\nor gain will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares;\n\n \n\n \n●\nthe amount allocated to\nthe current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which\nwe are a PFIC (each, a “pre-PFIC year”) will be taxable as ordinary income; and\n\n \n\n \n●\nthe amount allocated to\neach prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or\ncorporations, as appropriate, for that year, increased by an additional tax equal to the interest on the resulting tax deemed deferred\nwith respect to each such taxable year.\n\n \n\nIf\nwe are a PFIC for any taxable year during which a U.S. Holder holds the Ordinary Shares, and any of our subsidiaries is also a PFIC\n(a “lower-tier PFIC”), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares\nof the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are recommended to consult their tax advisors\nregarding the application of the PFIC rules to any of our subsidiaries.\n\n \n\nAs\nan alternative to the foregoing rules, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election\nwith respect to such stock. If a U.S. Holder makes this election with respect to the Ordinary Shares, the holder will generally\n(i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary\nShares held at the end of the taxable year over the adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss\nthe excess, if any, of the adjusted tax basis of the Ordinary Shares over the fair market value of such Ordinary Shares held at the end\nof the taxable year, but such deduction will only be allowed to the extent of the amount previously included in income as a result of\nthe mark-to-market election. The U.S. Holder’s adjusted tax basis in the Ordinary Shares would be adjusted to reflect\nany income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect\nof the Ordinary Shares and we cease to be a PFIC, the holder will not be required to take into account the gain or loss described above\nduring any period that we are not a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder\nrecognizes upon the sale or other disposition of the Ordinary Shares in a year when we are a PFIC will be treated as ordinary income\nand any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously\nincluded in income as a result of the mark-to-market election.\n\n \n\nThe\nmark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis\nquantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market,\nas defined in applicable United States Treasury regulations. We anticipate that the Ordinary Shares should qualify as being regularly\ntraded, but no assurances may be given in this regard.\n\n \n\nBecause\na mark-to-market election cannot technically be made for any lower-tier PFICs that we may own, a U.S. Holder may continue\nto be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are\ntreated as an equity interest in a PFIC for U.S. federal income tax purposes.\n\n \n\nWe\ndo not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would\nresult in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs described above.\n\n \n\nIf\na U.S. Holder owns the Ordinary Shares during any taxable year that we are a PFIC, the holder must generally file an annual IRS\nForm 8621. You should consult your tax advisor regarding the U.S. federal income tax consequences of owning and disposing of\nthe Ordinary Shares if we are or become a PFIC.\n\n \n\n**F.\nDividends and paying agents**\n\n \n\nNot\napplicable.\n\n \n\n136\n\n \n\n \n\n**G.\nStatement by experts**\n\n \n\nNot\napplicable.\n\n \n\n**H.\nDocuments on display**\n\n \n\nWe\nare subject to the information requirements of the Exchange Act. In accordance with these requirements, the Company files reports and\nother information with the SEC. You may read and copy any materials filed with the SEC at the Public Reference Room at 100 F Street,\nN.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.\nThe SEC also maintains a web site at http://www.sec.gov that contains reports and other information regarding registrants that file electronically\nwith the SEC.\n\n \n\n**I.\nSubsidiary Information**\n\n \n\nSee\nExhibit 8.1 for our list of subsidiaries.\n\n \n\n**J.\nAnnual Report to Security Holders**\n\n \n\nNot\napplicable."}