{"url_path":"/sec/epow/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/1780731/0001213900-26-056928-index.html","accession_number":"0001213900-26-056928","cik":"0001780731","ticker":"EPOW","issuer_name":"E-Power Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1780731/0001213900-26-056928-index.html","primary_entity_key":"0001780731","primary_entity_name":"E-Power Inc."},"word_count":5780,"has_tables":true,"body_markdown":"**ITEM 10. ADDITIONAL INFORMATION**\n\n \n\n**A.** **Share Capital**\n\n \n\nNot Applicable.\n\n \n\n98\n\n \n\n \n\n**B.** **Memorandum and Articles of Association**\n\n \n\nWe are a Cayman Islands exempted company with limited liability and\nour affairs are governed by our amended and restated memorandum and articles of association (the “Memorandum and Articles”),\nthe Companies Act, the common law of the Cayman Islands, our corporate governance documents and rules and regulations of the stock exchange\non which our shares are traded. The Memorandum and Articles are filed herein as Exhibit 1.1 to this annual report and are hereby incorporated\nby reference into this annual report. You may refer to Exhibit 2.3 for a detailed disclosure of description of our securities registered\nunder Section 12 of the Exchange Act of 1934, as amended, of the Memorandum and Articles.\n\n \n\nAs of the date of this annual report, our authorized\nshare capital is US$500,000 divided into 3,500,000,000 Class A Ordinary Share of par value US$0.0001 each and 1,500,000,000 Class B Ordinary\nShare of par value US$0.0001 each. All of our issued and outstanding Ordinary Shares are fully paid and non-assessable. Our Ordinary Shares\nare issued in registered form, and are issued when registered in our register of members. Unless the board of directors determine otherwise,\neach holder of our Ordinary Shares will not receive a certificate in respect of such Ordinary Shares. Our shareholders who are non-residents\nof the Cayman Islands may freely hold and vote their Ordinary Shares. We may not issue shares or warrants to bearer.\n\n \n\n**C.** **Material Contracts**\n\n \n\nWe have not entered into any material contracts\nother than in the ordinary course of business and other than those described in “Item 4. Information on the Company,” “Item\n7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” or elsewhere in this annual report.\n\n \n\n**D.** **Exchange Controls**\n\n \n\nSee “Item 4. Information on the Company—B.\nBusiness Overview—Regulation— Regulations Relating to Foreign Exchange.”\n\n \n\n**E.** **Taxation**\n\n \n\nThe following summary of the Cayman Islands, PRC\nand U.S. federal income tax considerations of an investment in the Ordinary Shares is based upon laws and relevant interpretations thereof\nin effect as of the date of this annual report, all of which are subject to change. This summary does not deal with all possible tax considerations\nrelating to an investment in the Ordinary Shares, such as the tax considerations under U.S. state and local tax laws or under the tax\nlaws of jurisdictions other than the Cayman Islands, the People’s Republic of China and the United States.\n\n \n\n**Cayman Islands Taxation**\n\n \n\nThe Cayman Islands currently levies no taxes on\nindividuals or corporations based upon profits, income, gains or appreciation, and there is no taxation in the nature of inheritance tax\nor estate duty. There are no other taxes likely to be material to us or holders of our Ordinary Shares levied by the government of the\nCayman Islands, except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction\nof the Cayman Islands. The Cayman Islands are not party to any double tax treaties that are applicable to any payments made to or by our\ncompany. There are no exchange control regulations or currency restrictions in the Cayman Islands.\n\n \n\nPayments of dividends and capital in respect of\nOrdinary Shares will not be subject to taxation in the Cayman Islands and no Cayman Islands withholding will be required on the payment\nof a dividend or capital to any holder of Ordinary Shares, nor will gains derived from the disposal of Ordinary Shares be subject to Cayman\nIslands income or corporation tax.\n\n \n\nAs an exempted company, the Company has received\na tax exemption certificate from the Financial Secretary of the Cayman Islands pursuant to the Tax Concessions Law (Revised) of the Cayman\nIslands, containing an undertaking that in the event of any change to the foregoing, the Company, for a period of twenty years from the\ndate of the grant of the undertaking (such date of grant being 1 August 2019), will not be chargeable to tax in the Cayman Islands on\nits income or its capital gains arising in the Cayman Islands or elsewhere.\n\n \n\n99\n\n \n\n \n\n**People’s Republic of China Taxation**\n\n \n\n*Enterprise Income Tax and Withholding Tax*\n\n \n\nWe are a holding company incorporated in the Cayman\nIslands and we gain substantial income by way of dividends paid to us from our PRC subsidiaries. The EIT Law and its implementation rules\nprovide that China-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its equity holders that are non-resident\nenterprises, will normally be subject to PRC withholding tax at a rate of 10%, unless any such foreign investor’s jurisdiction of\nincorporation has a tax treaty with China that provides for a preferential tax rate or a tax exemption.\n\n \n\nUnder the EIT Law, an enterprise established outside\nof China with a “de facto management body” within China is considered a “resident enterprise,” which means that\nit is treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. Although the implementation rules of the\nEIT Law define “de facto management body” as a managing body that actually, comprehensively manage and control the production\nand operation, staff, accounting, property and other aspects of an enterprise, the only official guidance for this definition currently\navailable is set forth in SAT Circular 82, which provides guidance on the determination of the tax residence status of a Chinese-controlled\noffshore incorporated enterprise. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise\ngroups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general\nposition on how the “de facto management body” text should be applied in determining the tax resident status of all offshore\nenterprises.\n\n \n\nAccording to SAT Circular 82 (the Circular on\nIssues Concerning the Identification of Chinese-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance With\nthe Actual Standards of Organizational Management), a Chinese-controlled offshore incorporated enterprise will be regarded as a PRC tax\nresident by virtue of having a “de facto management body” in China and will be subject to PRC enterprise income tax on its\nworldwide income only if all of the following criteria are met: (i) the places where senior management and senior management departments\nthat are responsible for daily production, operation and management of the enterprise perform their duties are mainly located within the\nterritory of China; (ii) financial decisions (such as money borrowing, lending, financing and financial risk management) and personnel\ndecisions (such as appointment, dismissal and salary and wages) are made or need to be made by organizations or persons located within\nthe territory of China; (iii) main property, accounting books, corporate seal, the board of directors and files of the minutes of shareholders’\nmeetings of the enterprise are located or preserved within the territory of China; and (iv) half (or more) of the directors or senior\nmanagement staff having the right to vote habitually reside within the territory of China.\n\n \n\nWe believe that E-Power Inc. is not a resident\nenterprise for PRC tax purpose. E-Power Inc. is not controlled by a PRC enterprise or PRC enterprise group and we do not meet some of\nthe conditions outlined in the immediately preceding paragraph. For example, as a holding company, the key assets and records of E-Power\nInc., including the resolutions and meeting minutes of our board of directors and the resolutions and meeting minutes of our shareholders,\nare located and maintained outside the PRC. In addition, we are not aware of any offshore holding companies with a corporate structure\nsimilar to ours that has been deemed a PRC “resident enterprise” by the PRC tax authorities. However, as the tax residency\nstatus of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation\nof the term “de facto management body” as applicable to our offshore entities, we will continue to monitor our tax status.\n\n \n\nIf the PRC tax authorities determine that E-Power\nInc. is a PRC resident enterprise for enterprise income tax purposes, we would be subject to PRC enterprise income on our worldwide income\nat the rate of 25%. Furthermore, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are\nnon-resident enterprises. In addition, non-resident enterprise shareholders may be subject to a 10% PRC withholding tax on gains realized\non the sale or other disposition of our ordinary shares, if such income is treated as sourced from within the PRC. It is unclear whether\nour non-PRC individual shareholders would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders\nin the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to dividends or gains realized by non-PRC\nindividuals, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it\nis also unclear whether non-PRC shareholders of the Company would be able to claim the benefits of any tax treaties between their country\nof tax residence and the PRC in the event that E-Power Inc. is treated as a PRC resident enterprise.\n\n \n\nSee “Risk Factors — Risks\nRelated to Doing Business in China — Under the PRC Enterprise Income Tax Law, or the EIT Law, we may be classified as\na “resident enterprise” of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders.”\n\n \n\n*Value-added Tax*\n\n \n\nAccording to the Provisional Regulations of\nthe PRC on Value-Added Tax, the Detailed Rules for the Implementation of the Provisional Regulations of the PRC on Value-added Tax,\nthe MOF and SAT Circular 32 (the Circular of the Ministry of Finance and the State Administration of Taxation on Adjustment of\nValue-Added Tax Rates), and MOF, SAT and GAC Circular 39 (the Announcement on Policies for Deepening the VAT Reform), all\nenterprises and individuals engaged in the sale of goods, the provision of processing, repair and replacement services, sales of\nservices, intangible assets, real property and the importation of goods within the territory of the PRC are the taxpayers of VAT.\nThe VAT tax rates generally applicable are simplified as 13%, 9%, 6% and 0%, and the VAT tax rate of 3% is applicable to small-scale\ntaxpayers. On December 25, 2024, the Standing Committee of the National People’s Congress promulgated the VAT Law, which\nbecame effective on January 1, 2026 and replaced the Provisional Regulations of the PRC on Value-Added Tax. The VAT Law of the\nPRC provides that VAT rates generally applicable are simplified as 13%, 9% and 6%, and the VAT rate for simplified tax calculation\nmethod is 3%. To refine and implement the provisions of the VAT Law, the Regulations for the Implementation of the Value-Added Tax\nLaw of the PRC was promulgated on December 25, 2025 and became effective on January 1, 2026. The VAT tax rates applicable\nto our PRC subsidiaries and consolidated affiliates are as follows: 13% on graphite anode material sales for Sunrise Guizhou, Zibo\nShidong, Sunrise Chenhui and Sunrise Anhui; 6% on services for Shidong Cloud and the VIE and its subsidiaries, including Zibo\nShidong and GMB (Hangzhou); 3% for small-scale taxpayers including and GIOP BJ.\n\n \n\n100\n\n \n\n \n\n**United States Federal Income Tax Considerations**\n\n \n\nThe following does not address the tax consequences\nto any particular investor or to persons in special tax situations such as:\n\n \n\n \n●\nbanks;\n\n \n \n \n\n \n●\nfinancial institutions;\n\n \n \n \n\n \n●\ninsurance companies;\n\n \n \n \n\n \n●\nregulated investment companies;\n\n \n \n \n\n \n●\nreal estate investment trusts;\n\n \n \n \n\n \n●\nbroker-dealers;\n\n \n \n \n\n \n●\npersons that elect to mark their securities to market;\n\n \n \n \n\n \n●\nU.S. expatriates or former long-term residents of the U.S.;\n\n \n \n \n\n \n●\ngovernments or agencies or instrumentalities thereof;\n\n \n \n \n\n \n●\ntax-exempt entities;\n\n \n \n \n\n \n●\npersons liable for alternative minimum tax;\n\n \n \n \n\n \n●\npersons holding our Ordinary Shares as part of a straddle, hedging, conversion or integrated transaction;\n\n \n \n \n\n \n●\npersons that actually or constructively own 10% or more of our voting power or value (including by reason of owning our Ordinary Shares);\n\n \n \n \n\n \n●\npersons who acquired our Ordinary Shares pursuant to the exercise of any employee share option or otherwise as compensation;\n\n \n \n \n\n \n●\npersons holding our Ordinary Shares through partnerships or other pass-through entities;\n\n \n \n \n\n \n●\nbeneficiaries of a Trust holding our Ordinary Shares; or\n\n \n \n \n\n \n●\npersons holding our Ordinary Shares through a Trust.\n\n \n\n101\n\n \n\n \n\n**Material Tax Consequences Applicable to\nU.S. Holders of Our Ordinary Shares**\n\n \n\nThe following brief summary sets forth the\nmaterial U.S. federal income tax consequences related to the ownership and disposition of our Ordinary Shares. This brief\ndescription does not deal with all possible tax consequences relating to ownership and disposition of our Ordinary Shares or U.S.\ntax laws, other than the U.S. federal income tax laws, such as the tax consequences under non-U.S. tax laws, state, local and other\ntax laws.\n\n \n\nThe following brief description applies only to\nU.S. Holders (defined below) that hold Ordinary Shares as capital assets and that have the U.S. dollar as their functional currency. This\nbrief description is based on the federal income tax laws of the United States in effect as of the date of this annual report and on U.S.\nTreasury regulations in effect or, in some cases, proposed, as of the date of this annual report, as well as judicial and administrative\ninterpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply\nretroactively and could affect the tax consequences described below.\n\n \n\nThe brief description below of the U.S. federal\nincome tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of Ordinary Shares and you are,\nfor U.S. federal income tax purposes,\n\n  \n\n \n●\nan individual who is a citizen or resident of the United States;\n\n \n \n \n\n \n●\na corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia;\n\n \n \n \n\n \n●\nan estate whose income is subject to U.S. federal income taxation regardless of its source; or\n\n \n \n \n\n \n●\na trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.\n\n \n\nIf a partnership (or other entities treated as\na partnership for United States federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of a partner\nin the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership\nholding our Ordinary Shares are urged to consult their tax advisors regarding an investment in our Ordinary Shares.\n\n \n\nAn individual is considered a resident of the\nU.S. for federal income tax purposes if he or she meets either the “Green Card Test” or the “Substantial Presence Test”\ndescribed as follows:\n\n \n\nThe Green Card Test: You are a lawful permanent\nresident of the United States, at any time, if you have been given the privilege, according to the immigration laws of the United States,\nof residing permanently in the United States as an immigrant. You generally have this status if the U.S. Citizenship and Immigration Services\nissued you an alien registration card, Form I-551, also known as a “green card.”\n\n \n\nThe Substantial Presence Test: If an alien is\npresent in the United States on at least 31 days of the current calendar year, he or she will (absent an applicable exception) be classified\nas a resident alien if the sum of the following equals 183 days or more (*See*§7701(b)(3)(A) of the Internal Revenue Code and\nrelated Treasury Regulations):\n\n \n\n \n1.\nThe actual days in the United States in the current year; plus\n\n \n\n \n2.\nOne-third of his or her days in the United States in the immediately preceding year; plus\n\n \n\n \n3.\nOne-sixth of his or her days in the United States in the second preceding year.\n\n \n\n102\n\n \n\n \n\n**Taxation of Dividends and Other Distributions\non our Ordinary Shares**\n\n \n\nSubject to the passive foreign investment company\n(PFIC) rules discussed below, the gross amount of distributions made by us to you with respect to the Ordinary Shares\n(including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date\nof receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined\nunder U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received\ndeduction allowed to corporations in respect of dividends received from other U.S. corporations.\n\n \n\nWith respect to non-corporate U.S. Holders, including\nindividual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that\n(1) the Ordinary Shares 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, (2) we are not a\nPFIC (defined below) for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding\nperiod requirements are met. Because there is no income tax treaty between the United States and the Cayman Islands, clause (1) above\ncan be satisfied only if the Ordinary Shares are readily tradable on an established securities market in the United States. Under U.S.\nInternal Revenue Service authority, Ordinary Shares are considered for purpose of clause (1) above to be readily tradable on an established\nsecurities market in the United States if they are listed on certain exchanges, which presently include the Nasdaq. You are urged to consult\nyour tax advisors regarding the availability of the lower rate for dividends paid with respect to our Ordinary Shares, including the effects\nof any change in law after the date of this annual report.\n\n \n\nDividends will constitute foreign source income\nfor foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of\nthe dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the\ndividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign\ntaxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed\nby us with respect to our Ordinary Shares will constitute “passive category income” but could, in the case of certain U.S.\nHolders, constitute “general category income.” The Company did not declare or pay any dividends with respect to its Ordinary Shares for the fiscal year ended\nDecember 31, 2025.\n\n \n\nTo the extent that the amount of the distribution\nexceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated\nfirst as a tax-free return of your tax basis in your Ordinary Shares, and to the extent the amount of the distribution exceeds your tax\nbasis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax\nprinciples. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise\nbe treated as a non-taxable return of capital or as capital gain under the rules described above.\n\n \n\n**Taxation of Dispositions of Ordinary Shares**\n\n \n\nSubject to the passive foreign investment company\nrules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to\nthe difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Ordinary Shares.\nThe gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held\nthe Ordinary Shares for more than one year, you will generally be eligible for reduced tax rates. The deductibility of capital losses\nis subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source income or loss for\nforeign tax credit limitation purposes which will generally limit the availability of foreign tax credits.\n\n \n\n**Passive Foreign Investment Company Considerations**\n\n \n\nA non-U.S. corporation, such as our\ncompany, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year if, applying applicable look-through\nrules, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50%\nor more of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets\nthat produce or are held for the production of passive income (the “asset test”). For this purpose, cash and assets readily\nconvertible into cash are categorized as passive assets and the company’s goodwill and other unbooked intangibles not reflected\non its balance sheet are taken into account. Passive income generally includes, among other things, dividends, interest, income equivalent\nto interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning a proportionate share of\nthe assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more\n(by value) of the stock.\n\n \n\n103\n\n \n\n \n\nBased upon our current and projected income and\nassets, including the proceeds we received from our initial public offering and the value of our Ordinary Shares, it is believed we are\nnot a PFIC for the current taxable year. However, no assurance can be given in this regard because the determination of whether we are\nor will become a PFIC for any taxable year is a factual determination made annually that will depend, in part, upon the composition and\nclassification of our income and assets. Furthermore, fluctuations in the market price of our Ordinary Shares may cause us to be classified\nas a PFIC for any future taxable years because the value of our assets for purposes of the asset test, including the value of our goodwill\nand other unbooked intangibles, may be determined by reference to the market price of our Ordinary Shares from time to time (which may\nbe volatile). In addition, the composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets\nand the cash raised in our prior public offering. Under circumstances where our revenue from activities that produce passive income significantly\nincreases relative to our revenue from activities that produce non-passive income, or where we determine not to deploy significant\namounts of cash for active purposes, our risk of becoming classified as a PFIC may substantially increase.\n\n \n\nIf we are a PFIC for any year during which you\nhold Ordinary Shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Ordinary Shares. If\nwe cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may avoid\nsome of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Ordinary\nShares.\n\n \n\nIf we are a PFIC for your taxable year(s) during\nwhich you hold Ordinary Shares, you will be subject to special tax rules with respect to any “excess distribution” that\nyou receive and any gain you realize from a sale or other disposition (including a pledge) of the Ordinary Shares, unless you make a “mark-to-market”\nelection as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions\nyou received during the shorter of the three preceding taxable years or your holding period for the Ordinary Shares will be treated\nas an excess distribution. Under these special tax rules:\n\n \n\n \n●\nthe excess distribution or gain will be allocated ratably over your holding period for the Ordinary Shares;\n\n \n\n \n●\nthe amount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and\n\n \n\n \n●\nthe amount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.\n\n \n\nThe tax liability for amounts allocated to years\nprior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years,\nand gains (but not losses) realized on the sale of the Ordinary Shares cannot be treated as capital, even if you hold the Ordinary Shares\nas capital assets.\n\n \n\nA U.S. Holder of “marketable stock”\n(as defined below) in a PFIC may make a mark-to-market election under Section 1296 of the U.S. Internal Revenue Code for such\nstock to elect out of the tax treatment discussed above. If you make a mark-to-market election for first taxable year which you hold (or\nare deemed to hold) Ordinary Shares and for which we are determined to be a PFIC, you will include in your income each year an amount\nequal to the excess, if any, of the fair market value of the Ordinary Shares as of the close of such taxable year over your adjusted basis\nin such Ordinary Shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the\nexcess, if any, of the adjusted basis of the Ordinary Shares over their fair market value as of the close of the taxable year. Such ordinary\nloss, however, is allowable only to the extent of any net mark-to-market gains on the Ordinary Shares included in your income for prior\ntaxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition\nof the Ordinary Shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual sale or\ndisposition of the Ordinary Shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously\nincluded for such Ordinary Shares. Your basis in the Ordinary Shares will be adjusted to reflect any such income or loss amounts. If you\nmake a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to\ndistributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed above under “— Taxation\nof Dividends and Other Distributions on our Ordinary Shares” generally would not apply.\n\n \n\n104\n\n \n\n \n\nThe mark-to-market election is available only\nfor “marketable stock”, which is stock that is traded in other than de minimis quantities on at least 15 days during\neach calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury\nregulations), including the Nasdaq Capital Market. If the Ordinary Shares are regularly traded on the Nasdaq Capital Market and if you\nare a holder of Ordinary Shares, the mark-to-market election would be available to you were we to be or become a PFIC.\n\n \n\nAlternatively, a U.S. Holder of stock in\na PFIC may make a “qualified electing fund” election under Section 1295(b) of the U.S. Internal Revenue Code\nwith respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund\nelection with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s\nearnings and profits for the taxable year. The qualified electing fund election, however, is available only if such PFIC provides such\nU.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations.\nWe do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If\nyou hold Ordinary Shares in any taxable year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621\nin each such year and provide certain annual information regarding such Ordinary Shares, including regarding distributions received on\nthe Ordinary Shares and any gain realized on the disposition of the Ordinary Shares.\n\n \n\nIf you do not make a timely “mark-to-market”\nelection (as described above), and if we were a PFIC at any time during the period you hold the Ordinary Shares, then such Ordinary Shares\nwill continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging\nelection” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such Ordinary Shares\nat their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging\nelection will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above.\nAs a result of the purging election, you will have a new basis (equal to the fair market value of the Ordinary Shares on the last day\nof the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day)\nin your Ordinary Shares for tax purposes.\n\n \n\nIRC Section 1014(a) provides for a step-up\nin basis to the fair market value for the Ordinary Shares when inherited from a decedent that was previously a holder of the Ordinary\nShares. However, if we are determined to be a PFIC and a decedent that was a U.S. Holder did not make either a timely qualified electing\nfund election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) the Ordinary Shares, or\na mark-to-market election and ownership of those Ordinary Shares are inherited, a special provision in IRC Section 1291(e) provides\nthat the new U.S. Holder’s basis should be reduced by an amount equal to the Section 1014 basis minus the decedent’s\nadjusted basis just before death. As such if we are determined to be a PFIC at any time prior to a decedent’s passing, the PFIC\nrules will cause any new U.S. Holder that inherits the Ordinary Shares from a U.S. Holder to not get a step-up in basis\nunder Section 1014 and instead will receive a carryover basis in those Ordinary Shares.\n\n \n\nYou are urged to consult your tax advisors regarding\nthe application of the PFIC rules to your investment in the Ordinary Shares and the elections discussed above.\n\n \n\n105\n\n \n\n \n\n**Information Reporting and Backup Withholding**\n\n \n\nDividend payments with respect to our Ordinary\nShares and proceeds from the sale, exchange or redemption of our Ordinary Shares may be subject to information reporting to the U.S. Internal\nRevenue Service and possible U.S. backup withholding under Section 3406 of the US Internal Revenue Code with at a current flat rate of\n24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any\nother required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders\nwho are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9.\nU.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding\nrules.\n\n \n\nBackup withholding is not an additional tax. Amounts\nwithheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess\namounts withheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service\nand furnishing any required information. We do not intend to withhold taxes for individual shareholders. However, transactions effected\nthrough certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such brokers or\nintermediaries may be required by law to withhold such taxes.\n\n \n\nUnder the Hiring Incentives to Restore Employment\nAct of 2010, certain U.S. Holders are required to report information relating to our Ordinary Shares, subject to certain exceptions (including\nan exception for Ordinary Shares held in accounts maintained by certain financial institutions), by attaching a complete Internal Revenue\nService Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold Ordinary Shares.\nFailure to report such information could result in substantial penalties.\n\n \n\n**F.** **Dividends and Paying Agents**\n\n \n\nNot applicable.\n\n \n\n**G.** **Statement by Experts**\n\n \n\nNot applicable.\n\n \n\n**H.** **Documents on Display**\n\n \n\nWe previously filed with the SEC registration\nstatement on Form F-1 (File Number 333-233745), as amended, to register our Class A Ordinary Shares in relation to our initial public\noffering, which was completed on February 11, 2021.\n\n \n\nWe are subject to periodic reporting and other\ninformational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we are required to file reports,\nincluding annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the\ninternet at the SEC’s website at www.sec.gov or inspected and copied at the public reference facilities maintained by the SEC at\n100 F Street, N.E., Washington, D.C. 20549. The public may obtain information regarding the Washington, D.C. Public Reference Room by\ncalling the SEC at 1-800-SEC-0330. The SEC also maintains a web site at www.sec.gov that contains reports, proxy and information statements,\nand other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer,\nwe are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements,\nand officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained\nin Section 16 of the Exchange Act. Nevertheless, our directors and officers are required to file\nSection 16(a) reports (Forms 3, 4, and 5) with the SEC to report beneficial ownership interests in us.\n\n \n\n**I.** **Subsidiary Information**\n\n \n\nFor a listing of our subsidiaries, see “Item\n4C.  Organizational Structure” for a chart of our current structure.\n\n \n\n106"}