{"url_path":"/sec/cchh/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Additional Information.**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2074123/0001213900-26-057844-index.html","accession_number":"0001213900-26-057844","cik":"0002074123","ticker":"CCHH","issuer_name":"CCH Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2074123/0001213900-26-057844-index.html","primary_entity_key":"0002074123","primary_entity_name":"CCH Holdings Ltd"},"word_count":6362,"has_tables":true,"body_markdown":"**Item\n10. Additional Information.**\n\n** **\n\n10A.\nShare Capital\n\n \n\nNot\napplicable.\n\n \n\n10B.\nDescription of share capital\n\n \n\nThe\nfollowing description of our share capital and certain provisions of the second amended and restated memorandum and articles of association\nof the Company as adopted by special resolution passed on March 4, 2026, which is exhibited to this annual report are summaries and do\nnot purport to be complete. Reference is made to the Articles filed as an exhibit to this annual report.\n\n \n\nWe\nwere incorporated as an exempted company with limited liability under the Companies Act (Revised) of the Cayman Islands (which is referred\nto in this section as the “Cayman Companies Act”). A Cayman Islands exempted company is a company that conducts its business\nmainly outside the Cayman Islands and:\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 affect 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\n**Ordinary\nShares**\n\n \n\nAll\nof our issued and outstanding ordinary shares are fully paid and non-assessable. Our ordinary shares are issued in registered form, and\nare issued when registered in our register of members. Unless the board of directors determine otherwise, each holder of our ordinary\nshares will not receive a certificate in respect of such ordinary shares. Our shareholders who are non-residents of the Cayman Islands\nmay freely hold and vote their shares.\n\n \n\nAs\nof the date of this annual report, the authorized share capital of the Company is US$50,000 divided into 5,000,000,000 shares of a par\nvalue of US$0.00001 each, comprising (i) 3,990,280,000 shares are designated as Class A ordinary shares of a par value of US$0.00001\neach, (ii) 9,720,000 shares are designated as Class B ordinary shares of a par value of US$0.00001 each, and (iii) 1,000,000,000 shares\nof a par value of US$0.00001 each of such class or classes (however designated) as the board of directors may determine in accordance\nwith the Articles. The directors may deal with unissued shares either at a premium or at par, or with or without preferred, deferred\nor other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise. No share may be issued\nat a discount except in accordance with the provisions of the Cayman Companies Act. The directors may refuse to accept any application\nfor shares, and may accept any application in whole or in part, for any reason or for no reason.\n\n \n\n61\n\n \n\n**Listing**\n\n \n\nOur\nClass A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “CCHH”.\n\n \n\n**Transfer\nAgent and Registrar**\n\n \n\nThe\ntransfer agent and registrar for the shares of the Company is Transhare Corporation.\n\n \n\n**Dividends**\n\n \n\nSubject\nto the provisions of the Cayman Companies Act and any rights attaching to any class or classes of shares under and in accordance with\nthe Articles:\n\n \n\n \n●\nthe directors may declare\ndividends or distributions out of our funds which are lawfully available for that purpose; and\n\n \n \n \n\n \n●\nour shareholders may, by\nordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors.\n\n \n\nSubject\nto the Cayman Companies Act requirements regarding the application of a company’s share premium account and with the sanction of\nan ordinary resolution, dividends may also be declared and paid out of any share premium account. The directors when paying dividends\nto shareholders may make such payment either in cash or in specie, and unless provided for by the rights attached to a share, no dividend\nor other monies payable by the Company in respect of a share shall bear interest.\n\n \n\n**No\nconversion rights:**\n\n \n\n(a)Class\nB Ordinary Shares may  be converted into Class A Ordinary Shares under any circumstances.\n\n \n\n(b)Class\nA Ordinary Shares may not be converted into Class B Ordinary Shares under any circumstances.\n\n** **\n\n**Voting\nRights**\n\n \n\nHolders\nof shares of Class A Ordinary Shares and Class B Ordinary Shares have the right to receive notice of shareholders’ meetings and\nto attend, speak and vote at such meetings, and shall, at all times, vote together as a single class on all matters submitted to a vote\nfor shareholders’ consent. Each Class A Ordinary Share is entitled to one (1) vote, and each Class B Ordinary Share is entitled\nto fifty (50) votes on all matters subject to the vote at general meetings of the Company. A resolution put to the vote of the meeting\nshall be decided on a poll. Votes may be given either personally or by proxy.\n\n \n\n**General\nMeetings**\n\n \n\nA\nquorum for a shareholders’ meeting consists of one or more shareholders holding shares that represent not less than one-fourth\n(1/4) of the outstanding shares carrying the right to vote at such general meeting. As a Cayman Islands exempted company, we are not\nobligated by the Cayman Companies Act to call shareholders’ annual general meetings; accordingly, we may, but shall not be obliged\nto, in each year hold a general meeting as an annual general meeting. Any annual general meeting held shall be held at such time and\nplace as may be determined by our board of directors. All general meetings other than annual general meetings shall be called extraordinary\ngeneral meetings. The directors may convene general meetings whenever they think fit. General meetings shall also be convened on the\nwritten requisition of one or more of the shareholders entitled to attend and vote at our general meetings who (together) hold more than\none-third (1/3) of all votes attaching to all issued and outstanding shares of the Company. If the directors do not convene such meeting\nwithin twenty-one (21) calendar days from the date of receipt of the written requisition, those shareholders who requested the meeting\nor any of them all votes attaching to all issued and outstanding shares of the Company may convene the general meeting themselves within\na further forty-five (45) calendar days within three calendar months after the end of such period of forty-five (45) calendar days. Advance\nnotice of at least seven (7) calendar days is required for the convening of any of our general meetings.\n\n \n\n**Appointment\nof directors**\n\n \n\nDirectors\nmay be appointed by an ordinary resolution of our shareholders or by the directors of the Company.\n\n \n\n**Meetings\nof directors**\n\n \n\nAt\nany meeting of directors, a quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and unless\nso fixed, the quorum shall be a majority of Directors then in office, including the Chairman. Every alternate director shall be entitled\nto attend and vote at meetings of the directors as a Director when the director appointing him or her is not personally present and where\nhe or she is a director to have a separate vote on behalf of the director he or she is representing in addition to his or her own vote..\nAn action that may be taken by the directors at a meeting may also be taken by a resolution of directors consented to in writing by all\nof the directors.\n\n \n\n62\n\n \n\n**Transfer\nof Ordinary Shares**\n\n \n\nSubject\nto any applicable requirements set forth in the Articles and provided that a transfer of ordinary shares complies with applicable rules\nof the Nasdaq Capital Market, a shareholder may transfer ordinary shares to another person by completing an instrument of transfer in\na common form or in a form prescribed by Nasdaq or in any other form approved by the directors, executed:\n\n \n\n●where\nthe ordinary shares are fully paid, by or on behalf of that shareholder; and\n\n \n\n●where\nthe ordinary shares are partly paid, by or on behalf of that shareholder and the transferee.\n\n \n\nThe\ntransferor shall be deemed to remain the holder of an Ordinary Share until the name of the transferee is entered into our register of\nmembers.\n\n \n\nWhere\nthe shares in question are not listed on or subject to the rules of any Designated Stock Exchange (as defined in the Articles, the directors\nmay in their absolute discretion decline to register any transfer of such shares which are not fully paid up or on which the Company\nhas a lien. The directors may also, but are not required to, decline to register any transfer of any such Ordinary Share unless:\n\n \n\n \n(a)\nthe instrument of transfer\nis lodged with the Company, accompanied by the certificate (if any) for the Shares to which it relates and such other evidence as\nthe Board may reasonably require to show the right of the transferor to make the transfer;\n\n \n \n \n\n \n(b)\nthe instrument of transfer\nis in respect of only one class of Shares;\n\n \n \n \n\n \n(c)\nthe instrument of transfer\nis properly stamped, if required;\n\n \n \n \n\n \n(d)\nin the case of a transfer\nto joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four;\n\n \n \n \n\n \n(e)\nthe shares transferred\nare fully paid up and free of any lien in favour of the Company; and\n\n \n \n \n\n \n(f)\nany fee related to the\ntransfer has been paid to us.\n\n \n\nIf\nour directors refuse to register a transfer they shall, within one month after the date on which the instrument of transfer was lodged,\nsend to each of the transferor and the transferee notice of such refusal.\n\n \n\nThe\nregistration of transfers may, on ten (10) days’ notice being given by advertisement in such one or more newspapers or by electronic\nmeans, be suspended and the register of members closed at such times and for such periods as the directors may, in their absolute discretion,\nfrom time to time determine, provided always that such registration of transfer shall not be suspended nor the register of members closed\nfor more than thirty (30) days in any year.\n\n \n\n**Liquidation**\n\n \n\nOn\na return of capital on winding up, the shareholders may, subject to the Articles and any other sanction required by the Companies Act,\npass a special resolution allowing the liquidator to do either or both of the following: (a) to divide in specie among the shareholders\nthe whole or any part of the assets of the Company and, for that purpose, to value any assets and to determine how the division shall\nbe carried out as between the shareholders or different classes of shareholders; and (b) to vest the whole or any part of the assets\nin trustees for the benefit of shareholders and those liable to contribute to the winding up.\n\n \n\nThe\ndirectors have the authority to present a petition for our winding up to the Grand Court of the Cayman Islands on our behalf without\nthe sanction of a resolution passed at a general meeting.\n\n \n\n**Calls\non Shares and Forfeiture of Shares**\n\n \n\nSubject\nto the terms of allotment, the directors may make calls on the shareholders in respect of any monies unpaid on their shares including\nany premium and each shareholder shall (subject to receiving at least 14 clear days’ notice specifying when and where payment is\nto be made), pay to us the amount called on his shares. Shareholders registered as the joint holders of a share shall be jointly and\nseverally liable to pay all calls in respect of the share. If a call remains unpaid after it has become due and payable the person from\nwhom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate\nfixed by the terms of allotment of the share or in the notice of the call or if no rate is fixed, at the rate of ten percent per annum.\nThe directors may waive payment of the interest wholly or in part.\n\n \n\nWe\nhave a first and paramount lien on all shares (whether fully paid up or not) registered in the name of a shareholder (whether solely\nor jointly with others). The lien is for all monies payable to us by the shareholder or the shareholder’s estate:\n\n \n\n●either\nalone or jointly with any other person, whether or not that other person is a shareholder;\nand\n\n \n\n63\n\n \n\n●whether\nor not those monies are presently payable.\n\n \n\nAt\nany time the directors may declare any share to be wholly or partly exempt from the lien on shares provisions of the articles.\n\n \n\nWe\nmay sell, in such manner as the directors may determine, any share on which the sum in respect of which the lien exists is presently\npayable, if due notice that such sum is payable has been given (as prescribed by the articles) and, within 14 clear days of the date\non which the notice is deemed to be given under the articles, such notice has not been complied with.\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 shares as required by the Cayman Companies Act.\n\n \n\n**Redemption\nand Purchase Shares**\n\n \n\nSubject\nto the Cayman Companies Act and any rights for the time being conferred on the shareholders holding a particular class of shares, we\nmay by our directors:\n\n \n\n(a)issue\nshares that are to be redeemed or liable to be redeemed, at our option on the terms and in\nthe manner its directors determine before the issue of those shares; and\n\n \n\n(b)purchase\nall or any of our own shares of any class including any redeemable shares on the terms and\nin the manner which the directors determine at the time of such purchase and agree with the\nshareholder.; and\n\n \n\n(c)make\na payment in respect of the redemption or purchase of our own shares in any manner permitted\nby the Cayman Companies Act including out of capital.\n\n \n\n**Variations\nof Rights of Shares**\n\n \n\nWhenever\nour capital is divided into different classes of shares, the rights attached to any class of shares (unless otherwise provided by the\nterms of issue of the shares of that class or series), may be varied either with the consent in writing of the holders of two-thirds\nof the issued shares of that class or with the sanction of a special resolution passed by a majority of not less than two-thirds of the\nholders of shares of the class present in person or by proxy at a separate meeting of the holders of the shares of the class. Unless\nthe terms on which a class of shares was issued state otherwise, the rights conferred upon the holders of the shares of any class issued\nshall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation\nor issue of further shares ranking *pari passu* with such existing class of shares.\n\n \n\n**Alteration\nof Share Capital**\n\n \n\nSubject\nto the Cayman Companies Act, our shareholders may, by ordinary resolution:\n\n \n\n●increase\nour share capital by new shares of the amount fixed by that ordinary resolution and with\nthe attached rights, priorities and privileges set out in that ordinary resolution;\n\n \n\n●consolidate\nand divide all or any of its share capital into shares of larger amount than its existing\nshares;\n\n \n\n●subdivide\nour authorized shares or any of them into shares of an amount smaller than that fixed by\nthe Memorandum, so, however, that in the sub-division, the proportion between the amount\npaid and the amount, if any, unpaid on each reduced Share shall be the same as it was in\ncase of the share from which the reduced share is derived; and\n\n \n\n●cancel\nshares which, at the date of the passing of that ordinary resolution, have not been taken\nor agreed to be taken by any person and diminish the amount of our share capital by the amount\nof the shares so cancelled or, in the case of shares without nominal par value, diminish\nthe number of shares into which our capital is divided.\n\n \n\nSubject\nto the Cayman Companies Act, our shareholders may, by special resolution, reduce its share capital in any manner.\n\n \n\n**Inspection\nof Books and Records**\n\n \n\nHolders\nof our Ordinary Shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or\nour corporate records (except for the memorandum and articles of association of our company, any special resolutions passed by our company\nand the register of mortgages and charges of our company). However, we will provide our shareholders with annual audited financial statements.\nSee “Where You Can Find Additional Information.”\n\n \n\n64\n\n \n\n**Differences\nin Corporate Law**\n\n \n\nThe\nCayman Companies Act is derived, to a large extent, from the older Companies Acts of England and Wales but does not follow recent United\nKingdom statutory enactments, and accordingly there are significant differences between the Cayman Companies Act and the current Companies\nAct of England. In addition, the Cayman Companies Act differs from laws applicable to United States corporations and their shareholders.\nSet forth below is a summary of certain significant differences between the provisions of the Cayman Companies Act applicable to us and\nthe comparable laws applicable to companies incorporated in the State of Delaware in the United States.\n\n \n\n*Mergers and Similar Arrangements*\n\n \n\nThe\nCayman Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman\nIslands companies provided that the laws of the foreign jurisdiction permit such merger or consolidation. For these purposes, (a) “merger”\nmeans the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such\ncompanies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies\ninto a new consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company.\nIn order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or\nconsolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such\nother authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be filed\nwith the Registrar of Companies together with a declaration as to the solvency of the consolidated or surviving company, a list of the\nassets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will\nbe given to the shareholders and creditors of each constituent company and that notification of the merger or consolidation will be published\nin the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is affected in compliance with these\nstatutory 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, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement\nis approved by seventy-five percent (75%) in value of the shareholders or class of shareholders or creditors, as the case may be, 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. While a dissenting shareholder has the\nright to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement\nif it determines that:\n\n \n\n(a)\nthe statutory provisions as to the required majority vote have been met;\n\n \n\n(b)\nthe shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion\nof the minority to promote interests adverse to those of the class;\n\n \n\n(c)\nthe arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest;\nand\n\n \n\n(d)\nthe arrangement is not one that would more properly be sanctioned under some other provision of the Cayman Companies Act.\n\n \n\nWhen\na takeover offer is made and accepted by holders of 90% of the shares affected within four months the offeror may, within a two-month\nperiod commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares on\nthe terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case\nof 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\n65\n\n \n\n*Shareholders’\nSuits*\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 Cayman Islands courts can be expected to follow and apply the common law principles (namely the\nrule in *Foss v. Harbottle* and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class\naction against or derivative actions in the name of the company to challenge:\n\n \n\n(a)\nan act which is illegal or ultra vires with respect to the company and is therefore incapable of ratification by the shareholders;\n\n \n\n(b)\nan act which, although not ultra vires, requires authorization by a qualified (or special) majority (that is, more than a simple majority)\nwhich has not been obtained; and\n\n \n\n(c)\nan act which constitutes a “fraud on the minority” where the wrongdoers are themselves in control of the company.\n\n \n\n*Indemnification\nof Directors and Executive Officers and Limitation of Liability*\n\n \n\nThe\nCayman Islands 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 civil fraud or the consequences of committing a crime, or against the indemnified person’s\nown fraud or dishonesty. Our Articles provide to the extent permitted by law, we shall indemnify each existing or former secretary, director\n(including alternate director), and any of our other officers (including an investment adviser or an administrator or liquidator) and\ntheir personal representatives against:\n\n \n\n(a)all\nactions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or\nsustained by the existing or former director (including alternate director), secretary or\nofficer in or about the conduct of our business or affairs or in the execution or discharge\nof the existing or former director (including alternate director), secretary’s or officer’s\nduties, powers, authorities or discretions; and\n\n \n\n(b)without\nlimitation to paragraph (a) above, all costs, expenses, losses or liabilities incurred by\nthe existing or former director (including alternate director), secretary or officer in defending\n(whether successfully or otherwise) any civil, criminal, administrative or investigative\nproceedings (whether threatened, pending or completed) concerning us or our affairs in any\ncourt or tribunal, whether in the Cayman Islands or elsewhere.\n\n \n\nNo\nsuch existing or former director (including alternate director), secretary or officer, however, shall be indemnified in respect of any\nmatter arising out of his own dishonesty.\n\n \n\nTo\nthe extent permitted by law, we may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any\nlegal costs incurred by an existing or former director (including alternate director), secretary or any of our officers in respect of\nany matter identified in above on condition that the director (including alternate director), secretary or officer must repay the amount\npaid by us to the extent that it is ultimately found not liable to indemnify the director (including alternate director), the secretary\nor that officer for those legal costs.\n\n \n\nThis\nstandard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition,\nwe intend to enter into indemnification agreements with our directors and executive officers that will provide such persons with additional\nindemnification beyond that provided in our Articles.\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 act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use\nhis or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best\ninterests of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder\nand not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis,\nin good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption\nmay be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by\na director, a director must 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, a director of a Cayman Islands company owes three types of duties to the company: (i) statutory duties,\n(ii) fiduciary duties, and (iii) common law duties. The Cayman Companies Act imposes a number of statutory duties on a director. A Cayman\nIslands director’s fiduciary duties are not codified, however the courts of the Cayman Islands have held that a director owes the\nfollowing fiduciary duties: (a) a duty to act in good faith in what the director bona fide considers to be in the best interests of the\ncompany, (b) a duty to exercise their powers for the purposes they were conferred, (c) a duty to avoid fettering his or her discretion\nin the future and (d) a duty to avoid conflicts of interest and of duty. The common law duties owed by a director are those to act with\nskill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director\nin relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with\nany particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their\nduty of care to us, our directors must ensure compliance with our articles of association, as amended and restated from time to time.\nWe have the right to seek damages if a duty owed by any of our directors is breached.\n\n \n\n66\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\nThe\nCayman Companies Act does not provide shareholders any right to bring business before a meeting or requisition a general meeting. However,\nthese rights may be provided in the company’s memorandum and articles of association.\n\n \n\n*Cumulative\nVoting*\n\n \n\nUnder\nthe Delaware General Corporation Law, cumulative voting for elections 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. There are no prohibitions in relation\nto cumulative voting under the Cayman Companies Act but our post-offering amended and restated articles of association do not provide\nfor cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders\nof 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. Removal of directors\nand filling of board vacancies are governed by the terms of the memorandum and articles of association.\n\n \n\n*Transactions\nwith Interested Shareholders*\n\n \n\nThe\nDelaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the\ncorporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation or bylaws that\nis approved by its shareholders, it is prohibited from engaging in certain business combinations with an “interested shareholder”\nfor three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person\nor a 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\nThe\nCayman Companies Act has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware\nbusiness combination statute. However, although the Cayman Companies Act does not regulate transactions between a company and its significant\nshareholders, under Cayman Islands law such transactions must be entered into bona fide in the best interests of the company and for\na 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 Companies Act and our Articles, the Company may be wound up by a special resolution of our shareholders, or if the winding\nup is initiated by our board of directors, by either a special resolution of our members or, if the Company is unable to pay its debts\nas they fall due, by an ordinary resolution of our members. In addition, a company may be wound up by an order of the courts of the Cayman\nIslands. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of\nthe 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 Companies Act and our Articles, if\nour 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 if one of the following applies: 
(a) the shareholders holding\nnot less than two thirds of the issued shares of that class consent in writing to the variation; or (b) the variation is made with the\nsanction of a special resolution of the holders of shares of the class present in person or by proxy at a separate general meeting of\nthe holders of shares of that class.\n\n \n\n67\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 Companies Act, our Articles may only be amended by special resolution of\nour shareholders.\n\n \n\n*Anti-money\nLaundering—Cayman Islands*\n\n \n\nIn\norder to comply with legislation or regulations aimed at the prevention of money laundering, we may be required to adopt and maintain\nanti-money laundering procedures and may require subscribers to provide evidence to verify their identity. Where permitted and subject\nto certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition of due\ndiligence information) to a suitable person.\n\n \n\nWe\nreserve the right to request such information as is necessary to verify the identity of a subscriber. In the event of delay or failure\non the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application,\nin which case any funds received will be returned without interest to the account from which they were originally debited.\n\n \n\nWe\nalso reserve the right to refuse to make any redemption payment to a shareholder if our directors or officers suspect or are advised\nthat the payment of redemption proceeds to such shareholder might result in a breach of applicable anti-money laundering or other laws\nor regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance\nwith any such laws or regulations in any applicable jurisdiction.\n\n \n\nIf\nany person resident in the Cayman Islands knows or suspects or has reason for knowing or suspecting that another person is engaged in\ncriminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their\nattention in the course of their business in the regulated sector, or other trade, profession, business or employment, the person will\nbe required to report such knowledge or suspicion to (i) a nominated officer (appointed in accordance with the Proceeds of Crime Act\n(Revised) of the Cayman Islands) or the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (Revised),\nif the disclosure relates to criminal conduct or money laundering or (ii) to a police constable or a nominated officer (pursuant to the\nTerrorism Act(Revised) of the Cayman Islands) or the Financial Reporting Authority, pursuant to the Terrorism Act(Revised), if the disclosure\nrelates to involvement with terrorism or terrorist financing and terrorist property. Such a report shall not be treated as a breach of\nconfidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.\n\n \n\n10C.\nMaterial Contracts\n\n \n\nFor\nthe two years immediately preceding the date of this annual report, we have not entered into any material contracts other than in the\nordinary course of business and other than those described below and in Item 6 “Directors, Senior Management and Employees,”"}