{"url_path":"/sec/chow/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/2041829/0001493152-26-023952-index.html","accession_number":"0001493152-26-023952","cik":"0002041829","ticker":"CHOW","issuer_name":"ChowChow Cloud International Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2041829/0001493152-26-023952-index.html","primary_entity_key":"0002041829","primary_entity_name":"ChowChow Cloud International Holdings Ltd"},"word_count":11108,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n \n\n**A.**\n**Share\nCapital**\n\n \n\nAs\nof the date of this Report, our authorized share capital is US$50,000 divided into 500,000,000 Ordinary Shares of nominal or par\nvalue of US$0.0001 each. As of the date of this Report, we have 35,490,000 Ordinary Shares issued and outstanding.\n\n \n\n**B.**\n**Memorandum\nand Articles of Association**\n\n \n\nWe\nare a Cayman Islands exempted company incorporated with limited liability and our affairs are governed by our amended and restated memorandum\nand articles of association (as maybe amended from time to time), the Companies Act, and the common law of the Cayman Islands.\n\n \n\nOur\nauthorized share capital is US$50,000 divided into 500,000,000 Ordinary Shares of nominal or par value US$0.0001 each. As of the date\nof this Report, we have 35,490,000 Ordinary Shares issued and outstanding. All of our Shares issued and outstanding are fully paid.\n\n \n\n**Our\nAmended and Restated Memorandum and Articles of Association**\n\n \n\nThe\nfollowing are a summary of the material provisions in our amended and restated memorandum and articles of association:\n\n \n\n*Objects\nof Our Company*. Under our amended and restated memorandum and articles of association, the objects of our company are unrestricted\nand we have the full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.\n\n \n\n69\n\n \n\n* *\n\n*Ordinary\nShares*. Our authorized share capital is US$50,000 divided into 500,000,000 Ordinary Shares of nominal or par value US$0.0001 each.\nAll of our outstanding Ordinary Shares are fully paid and non-assessable. Certificates representing the Ordinary Shares are issued in\nregistered form. We may not issue shares to bearer. Our shareholders who are non-residents of the Cayman Islands may freely hold and\nvote their shares.\n\n \n\n*Dividends.*The holders of our Ordinary Shares are entitled to such dividends as may be declared by our board of directors or declared by our\nshareholders by ordinary resolution (provided that no dividend may be declared by our shareholders which exceeds the amount recommended\nby our directors). Our amended and restated memorandum and articles of association provide that dividends may be declared and paid out\nof our profits, realized or unrealized, or from any reserve set aside from profits which our board of directors determine is no longer\nneeded. Under the laws of the Cayman Islands, our company may pay a dividend out of either profit or share premium account, provided\nthat in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in\nthe ordinary course of business.\n\n \n\n*Voting\nRights.*Holders of our Ordinary Shares vote on all matters submitted to a vote of our shareholders, except as may otherwise be required\nby law. In respect of matters requiring shareholders’ vote, each Ordinary Share is entitled to one vote. At any general meeting\na resolution put to the vote of the meeting shall be decided on a show of hands unless voting by poll is required by NYSE American rules\nor (before or on the declaration of the result of the show of hands) demanded by the chairman of the meeting or by any one or more shareholder(s)\ntogether holding at least 10% of the total voting rights of all our shareholders having the right to vote at such general meeting. A\nquorum required for a meeting of shareholders consists of one or more shareholder(s) who holds at least one-third of all votes attaching\nto all shares in issue and entitled to vote present in person or by proxy, or if a corporation or other natural person, by its duly authorized\nrepresentative.\n\n \n\nAn\nordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching\nto the Ordinary Shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the\nvotes cast attaching to the outstanding and issued Ordinary Shares cast at a meeting. A special resolution will be required for important\nmatters such as a change of name or making changes to our amended and restated memorandum and articles of association. Our shareholders\nmay, among other things, divide or consolidate their shares by ordinary resolution.\n\n \n\nHowever,\nno person will be entitled to vote at any general meeting or at any separate meeting of the holders of the Ordinary Shares unless the\nperson is registered as of the record date for such meeting and unless all calls or other sums presently payable by the person in respect\nof Ordinary Shares in the Company have been paid.\n\n \n\n*Alteration\nof share capital.*Our Company may, by an ordinary resolution of its members: (a) increase its share capital by such sum as it thinks\nexpedient; (b) consolidate or divide all or any of its share capital into shares of a larger amount than its existing shares; (c) convert\nall of any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination, (d) subdivide its shares\nor any of them into shares of an amount smaller amount provided that in the subdivision, the proportion between the amount paid and the\namount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived;\n(e) cancel any shares which, at the date of passing of the resolution, have not been taken or agreed to be taken by any person and diminish\nthe amount of its share capital by the amount of the shares so cancelled; and (f) reduce its share premium account in any manner authorized\nand subject to any conditions prescribed by law.\n\n \n\n*General\nMeetings of Shareholders.*As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’\nannual general meetings. Our amended and restated memorandum and articles of association provide that we may (but are not obliged to)\nin each year hold a general meeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling\nit, and the annual general meeting shall be held at such time and place as may be determined by our directors.\n\n \n\nShareholders’\ngeneral meetings may be convened by a majority of our board of directors. Advance notice of at least seven days is required for the convening\nof our annual general shareholders’ meeting (if any) and any other general meeting of our shareholders. A quorum required for any\ngeneral meeting of shareholders consists of at least one shareholder present or by proxy, representing not less than one-third of all\nvotes attaching to the issued and outstanding shares in our company entitled to vote at the general meeting.\n\n \n\n70\n\n \n\n \n\nThe\nCompanies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with\nany right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association.\nOur amended and restated memorandum and articles of association provide that upon the requisition of any one or more of our shareholders\nwho together hold shares which carry in aggregate not less than one-third of all votes attaching to the issued and outstanding shares\nof our company entitled to vote at general meetings, our board will convene an extraordinary general meeting and put the resolutions\nso requisitioned to a vote at such meeting. However, our amended and restated memorandum and articles of association do not provide our\nshareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such\nshareholders.\n\n \n\n*Transfer\nof Ordinary Shares.*Subject to the restrictions set out in our amended and restated memorandum and articles of association as set\nout below, any of our shareholders may transfer all or any of his or her Ordinary Shares by an instrument of transfer in the usual or\ncommon form or any other form approved by our board of directors.\n\n \n\nOur\nboard of directors may, in its absolute discretion, decline to register any transfer of any Ordinary Share which is not fully paid up\nor on which we have a lien. Our board of directors may also decline to register any transfer of any Ordinary Share unless:\n\n \n\n \n●\nthe\ninstrument of transfer is lodged with us, accompanied by the certificate for the Ordinary Shares to which it relates and such other\nevidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;\n\n \n \n \n\n \n●\nthe\ninstrument of transfer is in respect of only one class of Ordinary Shares;\n\n \n \n \n\n \n●\nthe\ninstrument of transfer is properly stamped, if required;\n\n \n \n \n\n \n●\nin\nthe case of a transfer to joint holders, the number of joint holders to whom the Ordinary Share is to be transferred does not exceed\nfour; and\n\n \n \n \n\n \n●\na\nfee of such maximum sum as NYSE American may determine to be payable or such lesser sum as our directors may from time to time require\nis paid to us in respect thereof.\n\n \n\nIf\nour directors refuse to register a transfer they shall, within three months 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, after compliance with any notice required of NYSE American, be suspended and the register closed at such\ntimes and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers\nshall not be suspended nor the register closed for more than 30 days in any year as our board may determine.\n\n \n\n*Liquidation*.\nOn the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to\nrepay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders\nin proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares\nin respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available\nfor distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that, as nearly as may be, the\nlosses are borne by our shareholders in proportion to the par value of the shares held by them.\n\n \n\n*Calls\non Shares and Forfeiture of Shares*. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid\non their shares in a notice served to such shareholders, at least 14 days’ prior, specifying the time and place of payment. The\nshares that have been called upon and remain unpaid are subject to forfeiture.\n\n \n\n71\n\n \n\n* *\n\n*Redemption,\nRepurchase and Surrender of Shares*. We may issue shares on terms that such shares are subject to redemption, at our option or at\nthe option of the holders of these shares, on such terms and in such manner as may be determined by our board of directors. Our company\nmay also repurchase any of our shares on such terms and in such manner as have been approved by our board of directors or by an ordinary\nresolution of our shareholders. Under the Companies Act, the redemption or repurchase of any share may be paid out of our company’s\nprofits or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital (including\nshare premium account and capital redemption reserve) if our company can, immediately following such payment, pay its debts as they fall\ndue in the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless\nit is fully paid up, (b) if such redemption or repurchase would result in there being no shares issued and outstanding or (c) if the\ncompany has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.\n\n \n\n*Variations\nof Rights of Shares*. If at any time, our share capital is divided into different classes of shares, the rights attached to any class\nmay be materially adversely varied with the consent in writing of the holders of at least two-thirds (2/3) of the issued shares of that\nclass or with the sanction of a resolution passed by not less than two-thirds of the votes cast at a separate meeting of the holders\nof the shares of that class. The rights conferred upon the holders of the shares of any class issued shall not, be deemed to be materially\nadversely varied by the creation, allotment or issue of further shares ranking *pari passu* with or subsequent to them or the redemption\nor purchase of any shares of any class by the Company. The rights of the holders of shares shall not be deemed to be materially adversely\nvaried by the creation or issue of shares with preferred or other rights including, without limitation, the creation of shares with enhanced\nor weighted voting rights.\n\n \n\n*Issuance\nof Additional Shares*. Our amended and restated memorandum and articles of association authorize our board of directors to issue additional\nOrdinary Shares from time to time as our board of directors shall determine, to the extent out of available authorized but unissued Ordinary\nShares.\n\n \n\nOur\namended and restated memorandum and articles of association also authorize our board of directors to establish from time to time one\nor more series of preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series,\nincluding:\n\n \n\n \n●\nthe\ndesignation of the series;\n\n \n \n \n\n \n●\nthe\nnumber of shares of the series;\n\n \n\n \n●\nthe\ndividend rights, dividend rates, conversion rights, voting rights; and\n\n \n \n \n\n \n●\nthe\nrights and terms of redemption and liquidation preferences.\n\n \n\nOur\nboard of directors may issue preferred shares without action by our shareholders to the extent out of authorized but unissued preferred\nshares. Issuance of these shares may dilute the voting power of holders of Ordinary Shares.\n\n \n\n*Inspection\nof Books and Records*. Holders of our Ordinary Shares will have no general right under Cayman Islands law to inspect or obtain copies\nof our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements.\nSee “Where You Can Find Additional Information.”\n\n \n\n*Anti-Takeover\nProvisions*. Some provisions of our amended and restated memorandum and articles of association may discourage, delay or prevent a\nchange of control of our company or management that shareholders may consider favorable, including provisions that:\n\n \n\n \n●\nauthorize\nour board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges\nand restrictions of such preferred shares without any further vote or action by our shareholders; and\n\n \n \n \n\n \n●\nlimit\nthe ability of shareholders to requisition and convene general meetings of shareholders.\n\n \n\n72\n\n \n\n \n\nHowever,\nunder Cayman Islands law, our directors may only exercise the rights and powers granted to them under our amended and restated memorandum\nand articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.\n\n \n\n*Exempted\nCompany*. We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary\nresident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside\nof the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the\nsame as for an ordinary company except that an exempted company:\n\n \n\n \n●\ndoes\nnot have to file an annual return of its shareholders with the Registrar of Companies of the Cayman Islands;\n\n \n \n \n\n \n●\nis\nnot required to open its register of members for inspection;\n\n \n \n \n\n \n●\ndoes\nnot have to hold an annual general meeting;\n\n \n \n \n\n \n●\nmay\nnot issue negotiable or bearer shares, but may issue shares with no par value;\n\n \n \n \n\n \n●\nmay\nobtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first\ninstance);\n\n \n \n \n\n \n●\nmay\nregister by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;\n\n \n \n \n\n \n●\nmay\nregister as a limited duration company; and\n\n \n \n \n\n \n●\nmay\nregister as a segregated portfolio company.\n\n \n\n“Limited\nliability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the\ncompany (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper\npurpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).\n\n \n\n**Differences\nin Corporate Law**\n\n \n\nThe\nCompanies Act is derived, to a large extent, from the older Companies Acts of England but does not follow recent English statutory enactments\nand accordingly there are significant differences between the Companies Act and the current Companies Act of England. In addition, the\nCompanies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of certain significant\ndifferences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United\nStates and their shareholders.\n\n \n\n*Mergers\nand Similar Arrangements*. The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman\nIslands companies and non-Cayman Islands companies. For these purposes, (i) “merger” means the merging of two or more constituent\ncompanies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (ii)\na “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting\nof the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation,\nthe directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a)\na special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in\nsuch constituent company’s articles of association. The written plan of merger or consolidation must be filed with the Registrar\nof Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of\nthe assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will\nbe given to the members 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 effected in compliance with these\nstatutory procedures.\n\n \n\n73\n\n \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\nof that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that\nmember agrees otherwise. For this purpose a company is a “parent” of a subsidiary if it holds issued shares that together\nrepresent at least ninety percent (90%) of the votes at a general meeting of the subsidiary.\n\n \n\nThe\nconsent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived\nby a court in the Cayman Islands.\n\n \n\nSave\nin certain limited circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled\nto payment of the fair value of his shares (which, if not agreed between the parties, will be determined by the Cayman Islands court)\nupon dissenting to the merger or consolidation, provided that the dissenting shareholder complies strictly with the procedures set out\nin the Companies Act. The exercise of dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to\nwhich he or she might otherwise be entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger\nor consolidation is void or unlawful.\n\n \n\nSeparate\nfrom the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate\nthe reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a majority\nin number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths\nin value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy\nat a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned\nby the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction\nought not to be approved, the court can be expected to approve the arrangement if it determines that:\n\n \n\n \n●\nthe\nstatutory provisions as to the required majority vote have been met;\n\n \n \n \n\n \n●\nthe\nshareholders 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 \n\n \n●\nthe\narrangement 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 \n\n \n●\nthe\narrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.\n\n \n\nThe\nCompanies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient\nminority shareholders upon a tender offer. When a tender offer is made and accepted by holders of 90.0% of the shares affected within\nfour months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of\nthe remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of\nthe Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud,\nbad faith or collusion.\n\n \n\nIf\nan arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a tender offer is made and accepted\nin accordance with the foregoing statutory procedures, a dissenting shareholder would have no rights comparable to appraisal rights,\nwhich would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment\nin cash for the judicially determined value of the shares.\n\n \n\n74\n\n \n\n* *\n\n*Shareholders’\nSuits*. In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company, and as a general rule a\nderivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood\nbe of persuasive authority in the Cayman Islands, the Cayman Islands court can be expected to follow and apply the common law principles\n(namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence\na class action against or derivative actions in the name of the company to challenge actions where:\n\n \n\n \n●\na\ncompany acts or proposes to act illegally or ultra vires (and is therefore incapable of ratification by the shareholder);\n\n \n \n \n\n \n●\nthe\nact complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has\nnot been obtained;\n\n \n \n \n\n \n●\nan\nact purports to abridge or abolish the individual rights of a shareholder; and\n\n \n \n \n\n \n●\nthose\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\n*Indemnification\nof Directors and Executive Officers and Limitation of Liability*. Cayman Islands law does not limit the extent to which a company’s\nmemorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision\nmay be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the\nconsequences of committing a crime. Our amended and restated memorandum and articles of association provide that that we shall indemnify\nour officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained\nby such directors or officer, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct\nof our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his\nduties, powers, authorities or discretions, including, without prejudice to the generality of the foregoing, any costs, expenses, losses\nor liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning\nour company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as\npermitted under the Delaware General Corporation Law for a Delaware corporation.\n\n \n\nIn\naddition, we expect to enter into indemnification agreements with our directors and executive officers that provide such persons with\nadditional indemnification beyond that provided in our amended and restated memorandum and articles of association.\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*. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and\nits shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act\nin good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director\nmust inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.\nThe duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation.\nHe must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that\nthe best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling\nshareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed\nbasis, in 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, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.\n\n \n\n75\n\n \n\n \n\nAs\na matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company\nand therefore it is considered that he owes the following duties to the company — a duty to act bona fide in the best interests\nof the company, a duty not to make a profit based on his position as director (unless the company permits him to do so), a duty not to\nput himself in a position where the interests of the company conflict with his personal interest or his duty to a third party, and a\nduty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company\na duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater\ndegree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts\nhave moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in\nthe Cayman Islands.\n\n \n\n*Shareholder\nAction by Written Consent*. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act\nby written consent by amendment to its certificate of incorporation. Cayman Islands law and our amended and restated memorandum and articles\nof association provide that our shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf\nof each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.\n\n \n\n*Shareholder\nProposals*. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting\nof shareholders; provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board\nof directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special\nmeetings.\n\n \n\nThe\nCompanies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with\nany right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association.\nOur amended and restated memorandum and articles of association allow any one or more of our shareholders holding shares which carry\nin aggregate not less than one-third of the total number of votes attaching to all issued and the outstanding shares of our company entitled\nto vote at general meetings to requisition an extraordinary general meeting of our shareholders, in which case our board is obliged to\nconvene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Other than this right\nto requisition a shareholders’ meeting, our amended and restated memorandum and articles of association do not provide our shareholders\nwith any other right to put proposals before annual general meetings or extraordinary general meetings. As a Cayman Islands exempted\ncompany, we are not obliged by law to call shareholders’ annual general meetings.\n\n \n\n*Cumulative\nVoting*. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s\ncertificate of 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 laws of the Cayman Islands but our amended and restated memorandum and articles of association do not\nprovide for 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*. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only\nfor cause with the approval of a majority of the issued and outstanding shares entitled to vote, unless the certificate of incorporation\nprovides otherwise. Under our amended and restated memorandum and articles of association, directors may be removed with or without cause,\nby an ordinary resolution of our shareholders. A director will also cease to be a director if he (i) becomes bankrupt or makes any arrangement\nor composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing;\n(iv) without special leave of absence from our board, is absent from meetings of our board for three consecutive meetings and our board\nresolves that his office be vacated; or (v) is removed from office pursuant to any other provision of our articles of association.\n\n \n\n76\n\n \n\n* *\n\n*Transactions\nwith Interested Shareholders*. The Delaware General Corporation Law contains a business combination statute applicable to Delaware\ncorporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate\nof incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three\nyears following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group\nwho or which owns or owned 15% or more of the target’s outstanding voting share within the past three years. This has the effect\nof limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated\nequally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder,\nthe board of directors approves either the business combination or the transaction which resulted in the person becoming an interested\nshareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with\nthe target’s board of directors.\n\n \n\nCayman\nIslands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business\ncombination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders,\nit does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of\nconstituting a fraud on the minority shareholders.\n\n \n\n*Dissolution;\nWinding up*. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution\nmust be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the\nboard of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware\ncorporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated\nby either an order of the courts of the Cayman Islands or by the board of directors.\n\n \n\nUnder\nCayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its\nmembers or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority\nto order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to\ndo so.\n\n \n\n*Variation\nof Rights of Shares*. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the\napproval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our\namended and restated memorandum and articles of association, if our share capital is divided into more than one class of shares, the\nrights attached to any such class may, subject to any rights or restrictions for the time being attached to any class, only be materially\nadversely varied with the consent in writing of the holders of at least two-thirds (2/3) of the issued shares of that class or with the\nsanction of a special resolution passed at a separate meeting of the holders of the shares of that class. The rights conferred upon the\nholders of the shares of any class issued with preferred or other rights shall not, subject to any rights or restrictions for the time\nbeing attached to the shares of that class, be deemed to be materially adversely varied by the creation, allotment or issue of further\nshares ranking *pari passu* with or subsequent to them or the redemption or purchase of any shares of any class by our company.\nThe rights of the holders of shares shall not be deemed to be materially adversely varied by the creation or issue of shares with preferred\nor other rights including, without limitation, the creation of shares with enhanced or weighted voting rights.\n\n \n\n*Amendment\nof Governing Documents*. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with\nthe approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under\nthe Companies Act and our amended and restated memorandum and articles of association, our memorandum and articles of association may\nonly be amended by a special resolution of our shareholders.\n\n \n\n*Rights\nof Non-resident or Foreign Shareholders*. There are no limitations imposed by our amended and restated memorandum and articles of\nassociation on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there\nare no provisions in our amended and restated memorandum and articles of association governing the ownership threshold above which shareholder\nownership must be disclosed.\n\n \n\n77\n\n \n\n \n\n**C.**\n**Material\nContracts**\n\n \n\nWe\nhave not entered into any material contracts other than in the ordinary course of business and other than those described in this Report.\n\n \n\n**D.**\n**Exchange\nControls and Other Limitations Affecting Security Holders**\n\n \n\nUnder\nthe laws of the Cayman Islands, there are currently no restrictions on the export or import of capital, including foreign exchange controls\nor restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our ordinary shares.\n\n \n\n**E.**\n**Taxation**\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 a party to a double tax treaty entered with the United Kingdom in 2010\nbut is otherwise not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange\ncontrol regulations or currency restrictions in the Cayman Islands.\n\n \n\nPayments\nof dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will\nbe required on the payment of a dividend or capital to any holder of our Ordinary Shares, nor will gains derived from the disposal of\nour Ordinary Shares be subject to Cayman Islands income or corporation tax.\n\n \n\nNo\nstamp duty is payable in the Cayman Islands in respect of the issue of our Ordinary Shares or on an instrument of transfer in respect\nof our Ordinary Shares except those which hold interests in land in the Cayman Islands and so long as the instrument of transfer is not\nexecuted in, brought to, or produced before a court of the Cayman Islands.\n\n** **\n\n**United\nStates Federal Income Tax Considerations**\n\n \n\nThe\nfollowing discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of\nthe Ordinary Shares by a U.S. Holder (as defined below) that acquires the Ordinary Shares in our initial public offering and holds the\nOrdinary Shares as “capital assets” (generally, property held for investment) under the Section 1221 of the U.S. Internal\nRevenue Code of 1986, as amended (the “Code”). This discussion is based upon existing U.S. federal income tax laws, which\nis subject to differing interpretations or change, possibly with retroactive effect. There can be no assurance that the Internal Revenue\nService or 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 to particular\ninvestors in light of their individual circumstances or to persons in special tax situations such as:\n\n \n\n \n●\nbanks\nand other financial institutions;\n\n \n \n \n\n \n●\ninsurance\ncompanies;\n\n \n \n \n\n \n●\npension\nplans;\n\n \n \n \n\n \n●\ncooperatives;\n\n \n \n \n\n \n●\nregulated\ninvestment companies;\n\n \n \n \n\n \n●\nreal\nestate investment trusts;\n\n \n\n78\n\n \n\n \n\n \n●\nbroker-dealers;\n\n \n \n \n\n \n●\ntraders\nthat elect to use a mark-to-market method of accounting;\n\n \n \n \n\n \n●\ncertain\nformer U.S. citizens or long-term residents;\n\n \n \n \n\n \n●\ntax-exempt\nentities (including private foundations);\n\n \n \n \n\n \n●\nholders\nwho acquire their Ordinary Shares pursuant to any employee share option or otherwise as compensation;\n\n \n \n \n\n \n●\ninvestors\nthat will hold their Ordinary Shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction\nfor U.S. federal income tax purposes;\n\n \n \n \n\n \n●\ninvestors\nthat have a functional currency other than the U.S. dollar;\n\n \n \n \n\n \n●\npersons\nholding their Ordinary Shares in connection with a trade or business conducted outside the United States;\n\n \n \n \n\n \n●\npersons\nthat actually or constructively own 10% or more of our stock (by vote or value); or\n\n \n \n \n\n \n●\npartnerships\nor other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding the Ordinary Shares through such\nentities,\n\n \n\nall\nof whom may be subject to tax rules that differ significantly from those discussed below.\n\n \n\n**EACH\nU.S. HOLDER IS URGED TO CONSULT ITS TAX ADVISOR REGARDING THE APPLICATION OF U.S. FEDERAL TAXATION TO ITS PARTICULAR CIRCUMSTANCES, AND\nTHE STATE, LOCAL, NON-U.S. AND OTHER TAX CONSIDERATIONS OF THE OWNERSHIP AND DISPOSITION OF THE ORDINARY SHARES.**\n\n \n\n**General**\n\n \n\nFor\npurposes of this discussion, a “U.S. Holder” is a beneficial owner of the Ordinary Shares that is, for U.S. federal income\ntax purposes:\n\n \n\n \n●\nan\nindividual who is a citizen or resident of the United States;\n\n \n \n \n\n \n●\na\ncorporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in or organized under the law\nof the United States or any state thereof or the District of Columbia;\n\n \n \n \n\n \n●\nan\nestate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or\n\n \n \n \n\n \n●\na\ntrust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons\nwho have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated\nas a U.S. person under 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 Shares,\nthe tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership.\nPartnerships holding the Ordinary Shares and their partners are urged to consult their tax advisors regarding an investment in the Ordinary\nShares.\n\n \n\n79\n\n \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 underlying\nshares represented by the Ordinary Shares. The remainder of this discussion assumes that a U.S. Holder of the Ordinary Shares will be\ntreated in this manner. Accordingly, deposits or withdrawals of Ordinary Shares will generally not be subject to U.S. federal income\ntax.\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 (i) 75%\nor more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value\nof its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce, or\nare held for the production of passive income. For this purpose, cash and assets readily convertible into cash are generally categorized\nas a passive asset and the company’s goodwill and other unbooked intangibles are taken into account. Passive income generally includes,\namong other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning\na proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly\nor indirectly, 25% or more (by value) of the stock.\n\n \n\nBased\nupon our current and projected income and assets, including the expected proceeds from the initial public offering, and projections as\nto the value of our assets (which are based on the expected market price of the Ordinary Shares immediately following the initial public\noffering), we do not expect to be a PFIC for the current taxable year or the foreseeable future. However, no assurance can be given in\nthis regard because the determination of whether we are or will become a PFIC is a factual determination made annually that will depend,\nin part, upon the future composition of our income and assets. Fluctuations in the market price of the Ordinary Shares may cause us to\nbe or become a PFIC for the current or future taxable years because the value of our assets for purposes of the asset test, including\nthe value of our goodwill and unbooked intangibles, may be determined by reference to the market price of the Ordinary Shares from time\nto time (which may be volatile). In estimating the value of our goodwill and other unbooked intangibles, we have taken into account our\nanticipated market capitalization immediately following the close of the initial public offering. Among other matters, if our market\ncapitalization is less than anticipated or subsequently declines, we may be or become a PFIC for the current or future taxable years.\nThe composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in\nthe initial public offering. Under circumstances where our revenue from activities that produce passive income significantly increases\nrelative to our revenue from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash\nfor active purposes, our risk of being or becoming a PFIC may substantially increase. Because there are uncertainties in the application\nof the relevant rules, and because our PFIC status is an annual factual determination, there can be no assurance that we will not be\na PFIC for the current taxable 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 for\nall 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\nwe will not be or become a PFIC for U.S. federal income tax purposes. The U.S. federal income tax rules that apply generally if we are\ntreated as 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 Hong Kong 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 income of a U.S.\nHolder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of Ordinary Shares. Because\nwe do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will\ngenerally be treated as a “dividend” for U.S. federal income tax purposes. Dividends received on the Ordinary Shares will\nnot be eligible for the dividends-received deduction allowed to corporations in respect of 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 dividend\nincome”; provided that certain conditions are satisfied, including that (1) the Ordinary Shares on which the dividends are paid\nare readily tradable on an established securities market in the United States, (2) we are neither a PFIC nor treated as such with respect\nto a U.S. Holder (as discussed below) for the taxable year in which the dividend is paid and the preceding taxable year, and (3) certain\nholding period and other requirements are met.\n\n \n\n80\n\n \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 and\ngenerally will constitute passive category income. 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 such\nholder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex and U.S. Holders\nare urged 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 difference\nbetween the amount realized upon the disposition and the holder’s adjusted tax basis in such Ordinary Shares. The gain or loss\nwill generally be capital gain or loss. Any capital gain or loss will be long term if the Ordinary Shares have been held for more than\none year. The deductibility of a capital loss may be subject to limitations. Any such gain or loss that the U.S. Holder recognizes will\ngenerally be treated as U.S. source income or loss for foreign tax credit limitation purposes, which may limit the availability of foreign\ntax credits. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on a disposition\nof the Ordinary Shares, including the availability of the foreign tax credit under its particular circumstances.\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 mark-to-market\nelection (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we\nmake to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125\npercent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding\nperiod for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition including, under certain circumstances,\na pledge, of Ordinary Shares. Under the PFIC rules:\n\n \n\n \n●\nthe\nexcess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares;\n\n \n \n \n\n \n●\nthe\namount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable\nyear in which we are a PFIC (each, a “pre-PFIC year”) will be taxable as ordinary income; and\n\n \n \n \n\n \n●\nthe\namount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect\nfor individuals or corporations, as appropriate, for that year, increased by an additional tax equal to the interest on the resulting\ntax deemed deferred with 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 (a\n“lower-tier PFIC”), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier\nPFIC for purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors regarding the application of\nthe PFIC rules to any of our subsidiaries.\n\n \n\n81\n\n \n\n \n\nU.S.\nHolder that holds stock in a non-U.S. corporation during any taxable year in which the corporation is treated as a PFIC is subject to\nspecial tax rules with respect to (a) any gain realized on the sale, exchange or other disposition of the stock and (b) any “excess\ndistribution” by the corporation to the holder, unless the holder elects to treat the PFIC as a “qualified electing fund”\n(“QEF”) or makes a “mark-to-market” election, each as discussed below. An “excess distribution” is\nthat portion of a distribution with respect to PFIC stock that exceeds 125% of the average of such distributions over the preceding three-year\nperiod or, if shorter, the U.S. Holder’s holding period for its Ordinary Shares. Excess distributions and gains on the sale, exchange\nor other disposition of stock of a corporation which was a PFIC at any time during the U.S. Holder’s holding period are allocated\nratably to each day of the U.S. Holder’s holding period. Amounts allocated to the taxable year in which the disposition occurs\nand amounts allocated to any period in the shareholder’s holding period before the first day of the first taxable year that the\ncorporation was a PFIC will be taxed as ordinary income (rather than capital gain) earned in the taxable year of the disposition. Amounts\nallocated to each of the other taxable years in the U.S. Holder’s holding period are not included in gross income for the year\nof the disposition, but are subject to a tax (equal to the highest ordinary income tax rates in effect for those years, and increased\nby an interest charge at the rate applicable to income tax deficiencies) that is added to the tax otherwise due for the taxable year\nin which the disposition occurs. The tax liability for amounts allocated to years before the year of disposition or “excess distribution”\ncannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Equity Shares cannot\nbe treated as capital, even if a U.S. Holder held such Equity Shares as capital assets. The preferential U.S. federal income tax rates\nfor dividends and long-term capital gain of individual U.S. Holders (as well as certain trusts and estates) would not apply, and special\nrates would apply for calculating the amount of the foreign tax credit with respect to excess distributions.\n\n \n\nIf\na corporation is a PFIC for any taxable year during which a U.S. Holder holds Ordinary Shares in the corporation, then the corporation\ngenerally will continue to be treated as a PFIC with respect to the holder’s Ordinary Shares, even if the corporation no longer\nsatisfies either the passive income or passive asset tests described above, unless the U.S. Holder terminates this deemed PFIC status\nby electing to recognize gain, which will be taxed under the excess distribution rules as if such Ordinary Shares had been sold on the\nlast day of the last taxable year for which the corporation was a PFIC.\n\n \n\nThe\nexcess distribution rules may be avoided if a U.S. Holder makes a QEF election effective beginning with the first taxable year in the\nholder’s holding period in which the corporation is a PFIC. A U.S. Holder that makes a QEF election is required to include in income\nits pro rata share of the PFIC’s ordinary earnings and net capital gain as ordinary income and long-term capital gain, respectively,\nsubject to a separate election to defer payment of taxes, which deferral is subject to an interest charge. A U.S. Holder whose QEF election\nis effective after the first taxable year during the holder’s holding period in which the corporation is a PFIC will continue to\nbe subject to the excess distribution rules for years beginning with such first taxable year for which the QEF election is effective.\n\n \n\nIn\ngeneral, a U.S. Holder makes a QEF election by attaching a completed IRS Form 8621 to a timely filed (taking into account any extensions)\nU.S. federal income tax return for the year beginning with which the QEF election is to be effective. In certain circumstances, a U.S.\nHolder may be able to make a retroactive QEF election. A QEF election can be revoked only with the consent of the IRS. In order for a\nU.S. Holder to make a valid QEF election, the corporation must annually provide or make available to the holder certain information.\nWe do not intend to provide to U.S. Holders the information required to make a valid QEF election and we currently make no undertaking\nto provide such information. Accordingly, it is currently anticipated that a U.S. Holder will not be able to avoid the special tax rules\ndescribed above by making the QEF election.\n\n \n\nAs\nan alternative to making a QEF election, a U.S. Holder may make a “mark-to-market” election with respect to its PFIC shares\nif the shares meet certain minimum trading requirements. If a U.S. Holder makes this election with respect to the Ordinary Shares, the\nholder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market\nvalue of Ordinary Shares held at the end of the taxable year over the adjusted tax basis of such Ordinary Shares and (ii) deduct as an\nordinary loss the excess, if any, of the adjusted tax basis of the Ordinary Shares over the fair market value of such Ordinary Shares\nheld at the end of the taxable year, but such deduction will only be allowed to the extent of the amount previously included in income\nas a result of the 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 of the Ordinary\nShares and we cease to be a PFIC, the holder will not be required to take into account the gain or loss described above during any period\nthat we are not a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other\ndisposition of the Ordinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary\nloss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of\nthe mark-to-market election.\n\n \n\n82\n\n \n\n \n\nThe\nmark-to-market election applies to the taxable year for which the election is made and all subsequent taxable years, unless the Ordinary\nShares cease to meet applicable trading requirements (described below) or the IRS consents to its revocation. The excess distribution\nrules generally do not apply to a U.S. Holder for tax years for which a mark-to-market election is in effect. However, if a U.S. Holder\nmakes a mark-to-market election for PFIC stock after the beginning of the holder’s holding period for the stock, a coordination\nrule applies to ensure that the holder does not avoid the tax and interest charge with respect to amounts attributable to periods before\nthe election.\n\n \n\nA\nmark-to-market election is available only if the Ordinary Shares are considered “marketable” for these purposes. Shares will\nbe marketable if they are regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission\nor on a non-U.S. exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate\nand sound fair market value. For these purposes, Ordinary Shares will be considered regularly traded during any calendar year during\nwhich they are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Any trades that have as\ntheir principal purpose meeting this requirement will be disregarded. Each U.S. Holder should ask its own tax advisor whether a mark-to-market\nelection is available or desirable\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 to be subject\nto the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity\ninterest in a PFIC for U.S. federal income tax purposes.\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 Form\n8621. A U.S. Holder must also provide such other information as may be required by the U.S. Treasury Department if the U.S. Holder (i)\nreceives certain direct or indirect distributions from a PFIC, (ii) recognizes gain on a direct or indirect disposition of PFIC stock,\nor (iii) makes certain elections (including a QEF election or a mark-to-market election) reportable on IRS Form 8621. You should consult\nyour tax advisor regarding the U.S. federal income tax consequences of owning and disposing of the Ordinary Shares if we are or become\na PFIC.\n\n \n\n**Hong\nKong Taxation**\n\n \n\nThe\nfollowing summary of certain relevant taxation provisions under the laws of Hong Kong is based on current law and practice and is subject\nto changes therein. This summary does not purport to address all possible tax consequences relating to purchasing, holding or selling\nour Ordinary Shares, and does not take into account the specific circumstances of any particular investors, some of whom may be subject\nto special rules. Accordingly, holders or prospective purchasers (particularly those subject to special tax rules, such as banks, dealers,\ninsurance companies and tax-exempt entities) should consult their own tax advisers regarding the tax consequences of purchasing, holding\nor selling our Ordinary Shares. Under the current laws of Hong Kong:\n\n \n\n \n●\nNo\nprofit tax is imposed in Hong Kong in respect of capital gains from the sale of the Ordinary Shares.\n\n \n \n \n\n \n●\nRevenues\ngains from the sale of our Ordinary Shares by persons carrying on a trade, profession or business in Hong Kong where the gains are\nderived from or arise in Hong Kong from the trade, profession or business will be subject to Hong Kong profits tax, which is currently\nimposed at the rate of 16.5% and 15% on corporations and unincorporated businesses, respectively, and at a maximum rate of 15% on\nindividuals. A two-tiered profits tax rates regime applies: 8.25% for corporation and 7.5% for unincorporated businesses and individuals\non the first HK$2 million of assessable profit, and 16.5% for corporation and 15% for unincorporated businesses and individuals on\nthe remainder of assessable profits.\n\n \n \n \n\n \n●\nGains\narising from the sale of Ordinary Shares, where the purchases and sales of the Ordinary Shares are effected outside of Hong Kong\nsuch as, for example, on Cayman Islands, should not be subject to Hong Kong profits tax.\n\n \n\nAccording\nto the current tax practice of the Hong Kong Inland Revenue Department, dividends paid on the Ordinary Shares would not be subject to\nany Hong Kong tax.\n\n \n\nNo\nHong Kong stamp duty is payable on the purchase and sale of the Ordinary Shares.\n\n \n\n83\n\n \n\n \n\n**Information\nReporting and Backup Withholding**\n\n \n\nCertain\nU.S. Holders are required to report information to the Internal Revenue Service relating to an interest in “specified foreign financial\nassets,” including shares issued by a non-United States corporation, for any year in which the aggregate value of all specified\nforeign financial assets exceeds US$50,000 (or a higher dollar amount prescribed by the Internal Revenue Service), subject to certain\nexceptions (including an exception for shares held in custodial accounts maintained with a U.S. financial institution). These rules also\nimpose penalties if a U.S. Holder is required to submit such information to the Internal Revenue Service and fails to do so.\n\n \n\nIn\naddition, dividend payments with respect to our Ordinary Shares and proceeds from the sale, exchange or redemption of our Ordinary Shares\nmay be subject to additional information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply,\nhowever, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on IRS Form\nW-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must\nprovide such certification on IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S.\ninformation reporting and backup withholding rules.\n\n \n\nBackup\nwithholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability,\nand you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund\nwith the IRS and furnishing any required information. We do not intend to withhold taxes for individual U.S. holders. However, transactions\neffected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such\nbrokers or intermediaries may be required by law to withhold such taxes.\n\n \n\n**EACH\nPROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES\nOF PURCHASING, HOLDING AND DISPOSING OF OUR ORDINARY SHARES, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.**\n\n \n\n**F.**\n**Dividends\nand Paying Agents**\n\n \n\nNot\napplicable.\n\n \n\n**G.**\n**Statement\nby Experts**\n\n \n\nNot\napplicable.\n\n \n\n**H.**\n**Documents\non Display**\n\n \n\nWe\nare subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,”\nwe are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our\nofficers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions\ncontained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required\nto file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered\nunder the Exchange Act. However, we are required to file with the SEC an Report on Form 20-F containing financial statements audited\nby an independent accounting firm. The SEC also maintains a website at http://www.sec.gov that contains reports and other information\nthat we file with or furnish electronically with the SEC.\n\n \n\n**I.**\n**Subsidiary\nInformation**\n\n \n\nNot\napplicable.\n\n \n\n84"}