{"url_path":"/sec/efty/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Additional Information**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2058349/0001213900-26-056086-index.html","accession_number":"0001213900-26-056086","cik":"0002058349","ticker":"EFTY","issuer_name":"ETOILES CAPITAL GROUP CO., LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/2058349/0001213900-26-056086-index.html","primary_entity_key":"0002058349","primary_entity_name":"ETOILES CAPITAL GROUP CO., LTD"},"word_count":5170,"has_tables":true,"body_markdown":"**Item\n10. Additional Information**\n\n \n\n**10.A.\nShare capital**\n\n \n\nNot\napplicable for annual reports on Form 20-F.\n\n \n\n**10.B.\nMemorandum and articles of association**\n\n \n\nWe incorporate by reference into this annual report the description\nof our Second Amended And Restated Memorandum and Articles of Association, as currently in effect and filed as Exhibit 1.1 to this annual\nreport, and the description of our securities filed as Exhibit 2.1 to this annual report. \n\n \n\n**10.C.\nMaterial contracts**\n\n \n\nOther\nthan those described in this annual report, we have not entered into any material agreements other than in the ordinary course of business.\n\n \n\n**10.D.\nExchange controls**\n\n \n\nThe\nCayman Islands, British Virgin Islands, Hong Kong and Singapore currently have no exchange control regulations or currency restrictions.   \n\n**  **\n\nThe\nforeign currency regulations of Mainland China do not currently have any material impact on the transfer of cash between Acco and our\nHong Kong subsidiaries. However, the PRC government may impose controls on the conversion of RMB into foreign currencies and the remittance\nof currencies out of the PRC. Therefore, there is a possibility that certain PRC laws and regulations, including existing laws and regulations\nand those enacted or promulgated in the future were to become applicable to our Hong Kong subsidiaries in the future, and the PRC government\nmay prevent our cash maintained in Hong Kong from leaving or restrict the deployment of the cash into our business or for the payment\nof dividends in the future. See “Item 3.D. Risk Factors- Risks relating to our Corporate Structure- *We rely on dividends and\nother distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have. In the future, funds\nmay not be available to fund operations or for other uses outside of Hong Kong, due to interventions in, or the imposition of restrictions\nand limitations on, our ability or our subsidiary by the PRC government to transfer cash. Any limitation on the ability of our subsidiaries\nto make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the\nvalue of our Ordinary Shares or cause them to be worthless*.” for more information.\n\n**  **\n\n**10.E**. **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 the\njurisdiction of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010 but\nis 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 the shares will not be subject to taxation in the Cayman Islands and no withholding will be required\non the payment of a dividend or capital to any holder of our Ordinary Shares, nor will gains derived from the disposal of our Ordinary\nShares be subject to Cayman Islands income or corporation tax.\n\n \n\nThe\nCayman Islands enacted the International Tax Co-operation (Economic Substance) Act (2021 Revision) together with the Guidance Notes\npublished by the Cayman Islands Tax Information Authority from time to time. The Company is required to comply with the economic substance\nrequirements from July 1, 2019 and make an annual report in the Cayman Islands as to whether or not it is carrying on any relevant\nactivities and if it is, it must satisfy an economic substance test.\n\n** **\n\n50\n\n \n\n** **\n\n**Hong Kong\nTaxation**\n\n \n\nThe\ntaxation of income and capital gains of holders of Ordinary Shares is subject to the laws and practices of Hong Kong and of jurisdictions\nin which holders of Ordinary Shares are resident or otherwise subject to tax. The following summary of certain relevant taxation provisions\nunder Hong Kong law is based on current law and practice, is subject to changes therein and does not constitute legal or tax advice.\nThe discussion does not deal with all possible tax consequences relating to an investment in the Ordinary Shares. Accordingly, each prospective\ninvestor (particularly those subject to special tax rules, such as banks, dealers, insurance companies, tax-exempt entities and\nholders of 10% or more of our voting capital stock) should consult its own tax advisor regarding the tax consequences of an investment\nin the Ordinary Shares. The discussion is based upon laws and relevant interpretations thereof in effect as of the date of this annual\nreport, all of which are subject to change. There is no reciprocal tax treaty in effect between Hong Kong and the United States.\n\n** **\n\n**Tax\non Dividends**\n\n \n\nUnder\nthe current practices of the Hong Kong Inland Revenue Department, no tax is payable in Hong Kong in respect of dividends paid\nby us as a company incorporated in British Virgin Islands.\n\n** **\n\n**Profits\nTax**\n\n \n\nNo\ntax is imposed in Hong Kong in respect of capital gains from the sale of property (such as the Ordinary Shares). Trading gains from\nthe sale of property by persons carrying on a trade, profession or business in Hong Kong where such gains are derived from or arise\nin Hong Kong from such trade, profession or business will be chargeable to Hong Kong profits tax. According to the Inland Revenue\n(Amendment) (No. 3) Ordinance 2018, the two-tiered profits tax rates regime is introduced with effect from the year of assessment\n2018/19. The profits tax rate for the first HKD2 million of assessable profits will be lowered to 8.25% for corporations and 7.5%\nfor unincorporated businesses. Assessable profits above HKD2 million will continue to be subject to the rate of 16.5% for corporations\nand standard rate of 15% for unincorporated businesses. Liability for Hong Kong profits tax may thus arise in respect of trading\ngains from sales of Ordinary Shares realized by persons carrying on a business or trading or dealing in securities in Hong Kong.\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\nour Ordinary Shares by a U.S. Holder (as defined below) that acquires our Ordinary Shares and holds our Ordinary Shares as “capital\nassets” (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended, or the Code. This discussion\nis based upon existing U.S. federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect.\nNo ruling has been sought from the Internal Revenue Service, or the IRS, with respect to any U.S. federal income tax considerations described\nbelow, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion, moreover, does not address\nthe U.S. federal estate, gift, and alternative minimum tax considerations, the Medicare tax on certain net investment income, information\nreporting or backup withholding or any state, local, and non-U.S. tax considerations, relating to the ownership or disposition of our\nOrdinary 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 and other financial\ninstitutions;\n\n \n\n \n●\ninsurance companies;\n\n \n\n \n●\npension plans;\n\n \n\n \n●\ncooperatives;\n\n \n\n \n●\nregulated investment companies;\n\n \n\n51\n\n \n\n \n\n \n●\nreal estate investment\ntrusts;\n\n \n\n \n●\nbroker-dealers;\n\n \n\n \n●\ntraders that elect to use\na mark-to-market method of accounting;\n\n \n\n \n●\ncertain former U.S. citizens\nor long-term residents;\n\n \n\n \n●\ntax-exempt entities (including\nprivate foundations);\n\n \n\n \n●\nindividual retirement accounts\nor other tax-deferred accounts;\n\n \n\n \n●\npersons liable for alternative\nminimum tax;\n\n \n\n \n●\npersons who acquire their\nOrdinary Shares pursuant to any employee share option or otherwise as compensation;\n\n \n\n \n●\ninvestors that will hold\ntheir Ordinary Shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal\nincome tax purposes;\n\n \n\n \n●\ninvestors that have a functional\ncurrency other than the U.S. dollar;\n\n \n\n \n●\npersons that actually or\nconstructively own 10% or more of our Ordinary Shares (by vote or value); or\n\n \n\n \n●\npartnerships or other entities\ntaxable as partnerships for U.S. federal income tax purposes, or persons holding the Ordinary Shares through such entities,\n\n \n\nall\nof whom may be subject to tax rules that differ significantly from those discussed below.\n\n \n\nEach\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 our Ordinary Shares.\n\n \n\n**General**\n\n \n\nFor\npurposes of this discussion, a “U.S. Holder” is a beneficial owner of our Ordinary Shares that is, for U.S. federal\nincome tax purposes:\n\n \n\n \n●\nan individual who is a\ncitizen or resident of the United States;\n\n \n\n \n●\na corporation (or other\nentity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the laws of the United States\nor any state thereof or the District of Columbia;\n\n \n\n \n●\nan estate the income of\nwhich is includible in gross income for U.S. federal income tax purposes regardless of its source; or\n\n \n\n \n●\na trust (i) the administration\nof which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority\nto control all substantial decisions of the trust, or (ii) that has otherwise validly elected to be treated as a U.S. person\nunder the Code.\n\n \n\n \n●\nIf a partnership (or other\nentity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax\ntreatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership.\nPartnerships holding our Ordinary Shares and their partners are urged to consult their tax advisors regarding an investment in our\nOrdinary Shares.\n\n \n\n52\n\n \n\n \n\nAn\nindividual is considered a resident of the United States for federal income tax purposes if he or she meets either the “Green Card\nTest” or the “Substantial Presence Test” described as follows:\n\n \n\nGreen\nCard Test: You are a lawful permanent resident of the United States, at any time, if you have been given the privilege,\naccording to the immigration laws of the United States, of residing permanently in the United States as an immigrant. You generally have\nthis status if the U.S. Citizenship and Immigration Services issued you an alien registration card, Form I-551, also known as a “green\ncard.”\n\n \n\nSubstantial\nPresence Test: If an alien is present in the United States on at least 31 days of the current calendar year, he\nor she will (absent an applicable exception) be classified as a resident alien if the sum of the following equals 183 days or more (See\n§7701(b)(3)(A) of the Internal Revenue Code and related Treasury Regulations):\n\n \n\n \n1.\nThe actual days in the\nUnited States in the current year; plus\n\n \n\n \n2.\nOne-third of his or\nher days in the United States in the immediately preceding year; plus\n\n \n\n \n3.\nOne-sixth of his or\nher days in the United States in the second preceding year.\n\n \n\n**Passive\nForeign Investment Company Considerations**\n\n \n\nA\nnon-U.S. corporation, such as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year if\neither (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more\nof the value of its assets (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, or the asset test. Passive income generally includes, among other things, dividends, interest,\nrents, royalties, and gains from the disposition of passive assets. Passive assets are those which give rise to passive income, and include\nassets held for investment, as well as cash, assets readily convertible into cash, and working capital. The company’s goodwill\nand other unbooked intangibles are taken into account and may be classified as active or passive depending upon the relative amounts\nof income generated by the company in each category. We will be treated as owning a proportionate share of the assets and earning a proportionate\nshare of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock.\n\n \n\nBased upon our current and projected income and assets, the expected\nproceeds from our initial public offering, and projections as to the market price of our Ordinary Shares, we do not expect to be a PFIC\nfor the current taxable year or the foreseeable future. However, no assurance can be given in this regard because the determination of\nwhether we are or will become a PFIC is a factual determination made annually that will depend, in part, upon the composition and classification\nof our income and assets, including the relative amounts of income generated by our strategic investment business as compared to our other\nbusinesses, and the value of the assets held by our strategic investment business as compared to our other businesses. Because there are\nuncertainties in the application of the relevant rules, it is possible that the IRS may challenge our classification of certain income\nand assets as non-passive, which may result in our being or becoming classified as a PFIC in the current or subsequent years. Furthermore,\nfluctuations in the market price of our Ordinary Shares may cause us to be a PFIC for the current or future taxable years because\nthe value of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may be determined\nby reference to the market price of our Ordinary Shares from time to time (which may be volatile). In estimating the value of our goodwill\nand other unbooked intangibles, we have taken into account our anticipated market capitalization immediately following the close of our\ninitial public offering. Among other matters, if our market capitalization is less than anticipated or subsequently declines, we may be\nor become a PFIC for the current or future taxable years. The composition of our income and assets may also be affected by how, and\nhow quickly, we use our liquid assets and the cash raised in the initial public offering. Under circumstances where our revenues from\nactivities that produce passive income significantly increases relative to our revenues from activities that produce non-passive income,\nor where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming a PFIC may substantially increase.\n\n \n\nIf\nwe are a PFIC for any year during which a U.S. Holder holds our Ordinary Shares, we generally will continue to be treated as a PFIC for\nall succeeding years during which such U.S. Holder holds our Ordinary Shares unless, in such case, we cease to be treated as a PFIC and\nsuch U.S. Holder makes a “purging election”.\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 classified as a PFIC for U.S. federal income tax purposes. The U.S. federal income tax rules that apply generally\nif we are treated as a PFIC are discussed below under “—Passive Foreign Investment Company Rules.”\n\n \n\n53\n\n \n\n \n\n**Dividends**\n\n \n\nAny\ncash distributions paid on our Ordinary Shares out of our current or accumulated earnings and profits, as determined under U.S. federal\nincome tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively\nreceived by the U.S. Holder. To the extent that the amount of the distribution exceeds our current or accumulated earnings and profits\n(as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your\nOrdinary Shares, and to the extent that the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain.\nBecause we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we\npay will generally be treated as a “dividend” for U.S. federal income tax purposes. Therefore, a U.S. Holder should expect\nthat a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of\ncapital or as capital gain under the rules described above. Dividends received on our Ordinary Shares will not be eligible for the dividends\nreceived deduction allowed to corporations in respect of dividends-received from U.S. corporations.\n\n \n\nIndividuals\nand other non-corporate U.S. Holders may be subject to tax on any such dividends at the lower capital gain tax rate applicable to\n“qualified dividend income,” provided that certain conditions are satisfied, including that (i) our Ordinary Shares on which\nthe dividends are paid are readily tradable on an established securities market in the United States, or we are eligible for the benefits\nof an approved qualifying income tax treaty with the United States that includes an exchange of information program, (ii) we are neither\na PFIC nor treated as such with respect to a U.S. Holder for the taxable year in which the dividend is paid and the preceding taxable\nyear, and (iii) certain holding period requirements are met. Because there is no income tax treaty between the United States and the\nCayman Islands, clause (i) above can be satisfied only if the Ordinary Shares are readily tradable on an established securities market\nin the United States. We intend to list the Ordinary Shares on Nasdaq. Provided that this listing is approved, we believe that the Ordinary\nShares should generally be considered to be readily tradable on an established securities market in the United States. There can be no\nassurance that the Ordinary Shares will continue to be considered readily tradable on an established securities market in later years.\nU.S. Holders are urged to consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to\nthe Ordinary Shares, including the effects of any change in law after the date of this annual report.\n\n \n\nFor\nU.S. foreign tax credit purposes, dividends paid on our Ordinary Shares will generally be treated as income from foreign sources and\nwill generally constitute passive category income. The rules governing the foreign tax credit are complex and U.S. Holders are urged\nto 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. Such gain or loss\nwill generally be capital gain or loss. Any such capital gain or loss will be long term if the Ordinary Shares have been held for more\nthan one year. Non-corporate U.S. Holders (including individuals) generally will be subject to United States federal income tax on long-term\ncapital gain at preferential rates. The deductibility of a capital loss may be subject to limitations. Any such gain or loss that the\nU.S. Holder recognizes will generally be treated as U.S. source income or loss for foreign tax credit limitation purposes, which could\nlimit the availability of foreign tax credits. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences\nif a foreign tax is imposed on a disposition of our Ordinary Shares, including the applicability of any tax treaty and the availability\nof the foreign tax credit under its particular circumstances.\n\n \n\n**Passive\nForeign Investment Company Rules**\n\n ** **\n\nIf\nwe are classified as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and unless the U.S. Holder\nmakes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any\nexcess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder\nthat is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the\nU.S. Holder’s holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition, including,\nunder certain circumstances, a pledge, Ordinary Shares. Under the PFIC rules:\n\n \n\n \n●\nthe excess distribution\nor gain will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares;\n\n \n\n \n●\nthe amount allocated to\nthe current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year\nin which we are classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income; and\n\n \n\n \n●\nthe amount allocated to\neach prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals\nor corporations, as appropriate, for that year, increased by an additional tax equal to the interest on the resulting tax deemed\ndeferred with respect to each such taxable year.\n\n \n\n54\n\n \n\n \n\nAs\nan alternative to the foregoing rules, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election\nunder Section 1296 of the U.S. Internal Revenue Code with respect to such stock to elect out of the tax treatment discussed above. If\na U.S. Holder makes this election with respect to our Ordinary Shares for first taxable year which they hold (or are deemed to hold)\nOrdinary Shares and for which we are determined to be a PFIC, the holder will generally (i) include as ordinary income for each taxable\nyear that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held at the end of the taxable year over the\nadjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the Ordinary\nShares over the fair market value of such Ordinary Shares held at the end of the taxable year, but such deduction will only be allowed\nto the extent of the net amount of gains previously included in income as a result of the mark-to-market election. The U.S. Holder’s\nadjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election.\nIf a U.S. Holder makes a mark-to-market election in respect of our Ordinary Shares and we cease to be classified as a PFIC, the\nholder will not be required to take into account the gain or loss described above during any period that we are not classified as a PFIC.\nIf a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of our\nOrdinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such\nloss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.\n\n \n\nThe\nmark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis\nquantities on at least 15 days during each calendar quarter (“regularly traded”), on a qualified exchange or other market,\nas defined in applicable United States Treasury regulations. Our Ordinary Shares will be treated as marketable stock upon their listing\non Nasdaq. We anticipate that our Ordinary Shares should qualify as being regularly traded, but no assurances may be given in this regard.\n\n \n\nBecause\na mark-to-market election cannot technically be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to\nbe subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated\nas an equity interest in a PFIC for U.S. federal income tax purposes.\n\n \n\nAlternatively,\na U.S. Holder of stock in a PFIC may make a “qualified electing fund” election under Section 1295(b) of the U.S. Internal\nRevenue Code with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing\nfund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of\nthe corporation’s earnings and profits for the taxable year. The qualified electing fund election, however, is available only if\nsuch PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury\nregulations. We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available,\nwould result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs described above. Therefore,\nprospective investors should assume that a qualified electing fund election will not be available.\n\n  \n\nIf\nyou do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period\nyou hold our Ordinary Shares, then such Ordinary Shares will continue to be treated as stock of a PFIC with respect to you even if we\ncease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging\nelection” creates a deemed sale of such Ordinary Shares at their fair market value on the last day of the last year in which we\nare treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating\nthe gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the\nfair market value of the Ordinary Shares on the last day of the last year in which we are treated as a PFIC) and holding period (which\nnew holding period will begin the day after such last day) in your Ordinary Shares for tax purposes.\n\n \n\n55\n\n \n\n \n\nInternal\nRevenue Code Section 1014(a) provides for a step-up in basis to the fair market value for our Ordinary Shares when inherited from\na decedent that was previously a holder of our Ordinary Shares. However, if we are determined to be a PFIC and a decedent that was a\nU.S. Holder did not make either a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder\nheld (or was deemed to hold) our Ordinary Shares, or a mark-to-market election and ownership of those Ordinary Shares are inherited,\na special provision in Internal Revenue Code Section 1291(e) provides that the new U.S. Holder’s basis should be reduced by an\namount equal to the Section 1014 basis minus the decedent’s adjusted basis just before death. As such if we are determined to be\na PFIC at any time prior to a decedent’s passing, the PFIC rules will cause any new U.S. Holder that inherits our Ordinary Shares\nfrom a U.S. Holder to not get a step-up in basis under Section 1014 and instead will receive a carryover basis in those Ordinary\nShares.\n\n \n\nIf\na U.S. Holder owns our Ordinary Shares during any taxable year that we are a PFIC (regardless of whether they make a mark-to-market election\nas described above), the holder must generally file an annual IRS Form 8621. The failure to file IRS Form 8621 could result in the imposition\nof penalties and the extension of the statute of limitations with respect to U.S. federal income tax. You should consult your tax advisor\nregarding the application of the PFIC rules to your investment in our Ordinary Shares and the elections discussed above.\n\n \n\n**Information\nReporting and Backup Withholding**\n\n** **\n\nDividend\npayments with respect to our Ordinary Shares and proceeds from the sale, exchange or redemption of our Ordinary Shares may be subject\nto information reporting to the Internal Revenue Service and possible United States backup withholding at a current flat rate of 24%.\nBackup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other\nrequired certification on Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who\nare required to establish their exempt status generally must provide such certification on Internal Revenue Service Form W-9. U.S. Holders\nare urged to consult their tax advisors regarding the application of the U.S. information 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 Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders.\nTransactions effected through certain brokers or other intermediaries, however, may be subject to withholding taxes (including backup\nwithholding), and such brokers or intermediaries may be required by law to withhold such taxes.\n\n \n\nCertain\nU.S. Holders are required to report information relating to our Ordinary Shares, subject to certain exceptions (including an exception\nfor Ordinary Shares held in accounts maintained by certain financial institutions), by attaching a complete Internal Revenue Service\nForm 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold Ordinary Shares. In\naddition, certain U.S. Holders must file a U.S. Internal Revenue Service Form 926 to report the contribution of property (including cash)\nto a foreign corporation. Failure to report such information could result in substantial penalties.\n\n \n\nThe\nforegoing description of reporting requirements is not exhaustive, and you should consult your own tax advisor regarding your obligation\nto file a Form 8938, Form 926 or other applicable forms as a result of an investment in our Ordinary Shares.\n\n \n\n**10.F.\nDividends and paying agents**\n\n \n\nNot\napplicable for annual reports on Form 20-F.\n\n \n\n**10.G.\nStatement by experts**\n\n \n\nNot\napplicable for annual reports on Form 20-F.\n\n  \n\n**10.H.\nDocuments on display**\n\n \n\nWe\nare subject to the information requirements of the Exchange Act. In accordance with these requirements, the Company files reports and\nother information with the SEC. You may read and copy any materials filed with the SEC at the Public Reference Room at 100 F Street,\nN.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.\nThe SEC also maintains a web site at http://www.sec.gov that contains reports and other information regarding registrants that\nfile electronically with the SEC. \n\n \n\n56\n\n \n\n \n\n**10.I.\nSubsidiary Information**\n\n \n\nNot\napplicable."}