{"url_path":"/sec/febo/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/1957001/0001493152-26-023280-index.html","accession_number":"0001493152-26-023280","cik":"0001957001","ticker":"FEBO","issuer_name":"Fenbo Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1957001/0001493152-26-023280-index.html","primary_entity_key":"0001957001","primary_entity_name":"Fenbo Holdings Ltd"},"word_count":10732,"has_tables":true,"body_markdown":"**Item\n10. Additional Information**\n\n \n\n**Share\nCapital**\n\n \n\nWe\nare an exempted company incorporated with limited liability in the Cayman Islands and our affairs will be governed by our Amended\nand Restated Memorandum and Articles of Association (the “Memorandum and Articles of Association”), the Companies Act and the common law of the Cayman Islands.\n\n \n\nAs of the date of this Annual Report, our authorized share capital is US$30,300 divided into 303,000,000 shares comprising\n285,000,000 class A ordinary shares of par value of US$0.0001 each and 18,000,000 class B ordinary shares of par value of US$0.0001 each.\n\n \n\nThe\nfollowing are summaries of certain material provisions of our Memorandum and Articles of Association and the Companies Act insofar as\nthey relate to the material terms of our Ordinary Shares.\n\n \n\n**Ordinary\nShares**\n\n \n\n**General**\n\n \n\nThe Class A Ordinary Shares are fully paid and non-assessable. Certificates representing the Class A Ordinary Shares\nare issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Ordinary Shares.\nWe may not issue shares to bearer.\n\n \n\n**Conversion**\n\n \n\nEach\nClass B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are\nnot convertible into Class B Ordinary Shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B Ordinary\nShares by a holder thereof to any person other than the permitted holder of Class B Ordinary Shares, such Class B Ordinary Shares shall\nbe automatically and immediately converted into the same number of Class A Ordinary Shares.\n\n \n\n**Dividends**\n\n \n\nSubject\nto the Companies Act and our Articles of Association, our Company in general meeting may declare dividends in any currency to be paid\nto the members but no dividend shall be declared in excess of the amount recommended by our Board of Directors.\n\n \n\nExcept\nin so far as the rights attaching to, or the terms of issue of, any share may otherwise provide:\n\n \n\n(i)\nall\ndividends shall be declared and paid according to the amounts paid-up on the shares in respect of which the dividend is paid, although\nno amount paid-up on a share in advance of calls shall for this purpose be treated as paid-up on the share;\n\n \n \n\n(ii)\nall\ndividends shall be apportioned and paid pro rata in accordance with the amount paid-up on the shares during any portion(s) of the\nperiod in respect of which the dividend is paid; and\n\n \n \n\n(iii)\nour\nBoard of Directors may deduct from any dividend or other monies payable to any member all sums of money (if any) presently payable\nby him to our Company on account of calls, installments or otherwise.\n\n \n\nWhere\nour Board of Directors or our Company in general meeting has resolved that a dividend should be paid or declared, our Board of Directors\nmay resolve:\n\n \n\n(aa)\nthat\nsuch dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid-up, provided that the members\nentitled to such dividend will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment;\nor\n\n \n \n\n(bb)\nthat\nthe members entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid-up in lieu\nof the whole or such part of the dividend as our Board of Directors may think fit.\n\n \n\nUpon\nthe recommendation of our Board of Directors, our Company may by ordinary resolution in respect of any one particular dividend of our\nCompany determine that it may be satisfied wholly in the form of an allotment of shares credited as fully paid-up without offering any\nright to members to elect to receive such dividend in cash in lieu of such allotment.\n\n \n\nAny\ndividend, bonus, or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post. Every such\ncheque or warrant shall be made payable to the order of the person to whom it is sent and shall be sent at the holder’s or joint\nholders’ risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to our Company.\nAny one of two or more joint holders may give effectual receipts for any dividends or other monies payable or property distributable\nin respect of the shares held by such joint holders.\n\n \n\n76\n\n \n\n \n\nWhenever\nour Board of Directors or our Company in general meeting has resolved that a dividend be paid or declared, our Board of Directors may\nfurther resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind.\n\n \n\nOur\nBoard of Directors may, if it thinks fit, receive from any member willing to advance the same, and either in money or money’s worth,\nall or any part of the money uncalled and unpaid or installments payable upon any shares held by him/her/it, and in respect of all or\nany of the monies so advanced may pay interest at such rate (if any) not exceeding 20% per annum, as our Board of Directors may decide,\nbut a payment in advance of a call shall not entitle the member to receive any dividend or to exercise any other rights or privileges\nas a member in respect of the share or the due portion of the shares upon which payment has been advanced by such member before it is\ncalled up.\n\n \n\nAll\ndividends, bonuses, or other distributions unclaimed for one year after having been declared may be invested or otherwise used by our\nBoard of Directors for the benefit of our Company until claimed and our Company shall not be constituted a trustee in respect thereof.\nAll dividends, bonuses, or other distributions unclaimed for six years after having been declared may be forfeited by our board of directors\nand, upon such forfeiture, shall revert to our Company.\n\n \n\nNo\ndividend or other monies payable by our Company on or in respect of any share shall bear interest against our Company.\n\n \n\nOur\nCompany may exercise the power to cease sending checks for dividend entitlements or dividend warrants by post if such checks or warrants\nremain uncashed on two consecutive occasions or after the first occasion on which such a check or warrant is returned undelivered.\n\n \n\n**Voting\nRights**\n\n \n\nIn\nrespect of all matters subject to a shareholders’ vote, holders of Class A Ordinary Shares and Class B Ordinary Shares shall, at\nall times, vote together as one class on all matters submitted to a vote by the members at any such general meeting. At any general meeting\non a show of hands every shareholder present in person (or being a corporation, is present by a duly authorized representative), or by\nproxy shall have one vote and on a poll every shareholder present in person or by proxy or, in the case of a shareholder being a corporation,\nby its duly authorized representative shall have one vote for every fully paid Class A Ordinary Share of which he is the holder and twenty\n(20) votes for every fully paid Class B Ordinary Share of which he is the holder but so that no amount paid up or credited as paid up\non a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share.\n\n \n\n**Transfer\nof Ordinary Shares**\n\n \n\nSubject\nto the Companies Act and our Articles of Association, all transfers of shares shall be effected by an instrument of transfer in the usual\nor common form or in such other form as our Board of Directors may approve and may be under hand or, if the transferor or transferee\nis a Clearing House (as defined in the Articles) (or its nominee(s)) or a central depository house (or its nominee(s)), under hand or\nby machine imprinted signature, or by such other manner of execution as our Board of Directors may approve from time to time.\n\n \n\nExecution\nof the instrument of transfer shall be by or on behalf of the transferor and the transferee, provided that our Board of Directors may\ndispense with the execution of the instrument of transfer by the transferor or transferee or accept mechanically executed transfers.\nThe transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the register of members\nof our Company in respect of that share.\n\n \n\nOur\nBoard of Directors may, in our absolute discretion, at any time and from time to time remove any share on the principal register to any\nbranch register or any share on any branch register to the principal register or any other branch register. Unless our Board of Directors\notherwise agrees, no shares on the principal register shall be removed to any branch register nor shall shares on any branch register\nbe removed to the principal register or any other branch register. All removals and other documents of title shall be lodged for registration\nand registered, in the case of shares on any branch register, at the registered office and, in the case of shares on the principal register,\nat the place at which the principal register is located.\n\n \n\n77\n\n \n\n \n\nOur\nBoard of Directors may, in our absolute discretion, decline to register a transfer of any share (not being a fully paid-up share) to\na person of whom it does not approve or on which our Company has a lien. It may also decline to register a transfer of any share issued\nunder any share option scheme upon which a restriction on transfer subsists or a transfer of any share to more than four joint holders.\nOur Board of Directors may decline to recognize any instrument of transfer unless a certain fee, up to such maximum sum as Nasdaq may\ndetermine to be payable, is paid to our Company, the instrument of transfer is properly stamped (if applicable), is in respect of only\none class of share and is lodged at our registered office or the place at which the principal register is located accompanied by the\nrelevant share certificate(s) and such other evidence as our Board of Directors may reasonably require is provided to show the right\nof the transferor to make the transfer (and if the instrument of transfer is executed by some other person on his behalf, the authority\nof that person so to do).\n\n \n\nThe\nregistration of transfers of shares or of any class of shares may, after compliance with any notice requirement of Nasdaq, be suspended\nat such times and for such periods (not exceeding in the whole thirty days in any year) as our Board of Directors may determine.\n\n \n\nFully\npaid shares shall be free from any restriction on transfer (except when permitted by Nasdaq) and shall also be free from all liens.\n\n \n\n**Procedures\non liquidation**\n\n \n\nA\nresolution that our Company be wound up by the court or be wound up voluntarily shall be a special resolution of our shareholders.\n\n \n\nSubject\nto any special rights, privileges, or restrictions as to the distribution of available surplus assets on liquidation for the time being\nattached to any class or classes of shares:\n\n \n\n(i)\nif\nour Company is wound up, the surplus assets remaining after payment to all creditors shall be divided among the members in proportion\nto the capital paid-up on the shares held by them respectively; and\n\n \n \n\n(ii)\nif\nour Company is wound up and the surplus assets available for distribution among the members are insufficient to repay the whole of\nthe paid-up capital, such assets shall be distributed, subject to the rights of any shares which may be issued on special terms and\nconditions, so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid-up on the shares\nheld by them, respectively.\n\n \n\nIf\nour Company is wound up (whether the liquidation is voluntary or compelled by the court), the liquidator may, with the sanction of a\nspecial resolution and any other sanction required by the Companies Act, divide among the members in specie or kind the whole or any\npart of the assets of our Company, whether the assets consist of property of one kind or different kinds, and the liquidator may, for\nsuch purpose, set such value as he deems fair upon any one or more class or classes of property to be so divided and may determine how\nsuch division shall be carried out as between the members or different classes of members and the members within each class. The liquidator\nmay, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator thinks\nfit, but so that no member shall be compelled to accept any shares or other property upon which there is a liability.\n\n \n\n**Calls\non Ordinary Shares and Forfeiture of Ordinary Shares**\n\n \n\nSubject\nto the Articles and to the terms of allotment, our Board of Directors may, from time to time, make such calls as it thinks fit upon\nthe members in respect of any monies unpaid on the shares held by them respectively (whether on account of the nominal value of the shares\nor by way of premium) and not by the conditions of allotment of such shares made payable at fixed times. A call may be made payable either\nin one sum or by instalments. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for\npayment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding 20% per annum\nas our Board of Directors shall fix from the day appointed for payment to the time of actual payment, but our Board of Directors may\nwaive payment of such interest wholly or in part. Our Board of Directors may, if it thinks fit, receive from any member willing to advance\nthe same, either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares\nheld by him, and in respect of all or any of the monies so advanced our Company may pay interest at such rate (if any) not exceeding\n20% per annum as our Board of Directors may decide.\n\n \n\n78\n\n \n\n \n\nIf\na member fails to pay any call or installment of a call on the day appointed for payment, our Board of Directors may, for so long as\nany part of the call or instalment remains unpaid, serve not less than 14 days’ notice on the member requiring payment of so much\nof the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of\nactual payment. The notice shall name a further day (not earlier than the expiration of 14 days from the date of the notice) on or before\nwhich the payment required by the notice is to be made and shall also name the place where payment is to be made. The notice shall also\nstate that, in the event of non-payment at or before the appointed time, the shares in respect of which the call was made will be liable\nto be forfeited.\n\n \n\nIf\nthe requirements of any such notice are not complied with, any share in respect of which the notice has been given may at any time thereafter,\nbefore the payment required by the notice has been made, be forfeited by a resolution of our Board of Directors to that effect. Such\nforfeiture will include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture.\n\n \n\nA\nperson whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall, nevertheless, remain\nliable to pay to our Company all monies which, at the date of forfeiture, were payable by him to our Company in respect of the shares\ntogether with (if our Board of Directors shall in our discretion so require) interest thereon from the date of forfeiture until payment\nat such rate not exceeding 20% per annum as our Board of Directors may prescribe.\n\n \n\n**Redemption\nof Ordinary Shares**\n\n \n\nSubject\nto the Companies Act, our Articles of Association, and, where applicable, the Nasdaq listing rules or any other law or so far as not\nprohibited by any law and subject to any rights conferred on the holders of any class of Shares, any power of our Company to purchase\nor otherwise acquire all or any of its own Shares (which expression as used in this Article includes redeemable Shares) be exercisable\nby our Board of Directors in such manner, upon such terms and subject to such conditions as it thinks fit.\n\n \n\nSubject\nto the Companies Act, our Articles of Association, and to any special rights conferred on the holders of any Shares or attaching to any\nclass of Shares, Shares may be issued on the terms that they may, at the option of our Company or the holders thereof, be liable to be\nredeemed on such terms and in such manner, including out of capital, as our Board of Directors may deem fit.\n\n \n\n**Variations\nof Rights of Shares**\n\n \n\nSubject\nto the Companies Act and without prejudice to our Articles of Association, if at any time the share capital of our Company is divided\ninto different classes of shares, all or any of the special rights attached to any class of shares may (unless otherwise provided for\nby the terms of issue of the shares of that class) be varied, modified, or abrogated with the sanction of a special resolution passed\nat a separate general meeting of the holders of the shares of that class. The provisions of the Articles relating to general meetings\nshall mutatis mutandis apply to every such separate general meeting, but so that the necessary quorum (whether at a separate general\nmeeting or at its adjourned meeting) shall be not less than a person or persons together holding (or, in the case of a member being a\ncorporation, by our duly authorized representative) or representing by proxy not less than one-third in nominal value of the issued shares\nof that class. Every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him, and any\nholder of shares of the class present in person or by proxy may demand a poll.\n\n \n\n79\n\n \n\n \n\nAny\nspecial rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights\nattaching to the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking *pari passu*therewith.\n\n \n\n**General\nMeetings of Shareholders**\n\n \n\nOur\nCompany must hold an annual general meeting each year other than the year of our Company’s adoption of\nour Articles of Association.\n\n \n\nEvery\ngeneral meeting of our Company shall be called by at least 10 clear days’ notice in writing. The notice shall be exclusive of the\nday on which it is served or deemed to be served and of the day for which it is given, and must specify the time, place and agenda of\nthe meeting and particulars of the resolution(s) to be considered at that meeting and the general nature of that business.\n\n \n\nAlthough\na meeting of our Company may be called by shorter notice than as specified above, such meeting may be deemed to have been duly called\nif it is so agreed:\n\n \n\n(i)\nin\nthe case of an annual general meeting, by all members of our Company entitled to attend and vote thereat; and\n\n \n \n\n(ii)\nin\nthe case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting holding not\nless than 95% of the total voting rights at the meetings of all our shareholders.\n\n \n\nAll\nbusiness transacted at an extraordinary general meeting shall be deemed special business. All business shall also be deemed special business\nwhere it is transacted at an annual general meeting, with the exception of the election of directors, which shall be deemed ordinary\nbusiness.\n\n \n\nNo\nbusiness other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present\nwhen the meeting proceeds to business and continues to be present until the conclusion of the meeting.\n\n \n\nThe\nquorum for a general meeting shall be two members entitled to vote and present in person (or, in the case of a member being a corporation,\nby our duly authorized representative) or by proxy representing not less than one-third (1/3) in nominal value of the total issued voting\nshares in our Company throughout the meeting.\n\n \n\n**Inspection\nof Books and Records**\n\n \n\nOur\nshareholders have no general right to inspect or obtain copies of the register of members or corporate records of our company. They will,\nhowever, have such rights as may be set out in our Articles of Association.\n\n \n\n80\n\n \n\n \n\n**Changes\nin Capital**\n\n \n\nSubject\nto the Companies Act, our shareholders may, by ordinary resolution:\n\n \n\n(a)\nincrease\nour share capital by new shares of the amount fixed by that ordinary resolution and with the attached rights, priorities and privileges\nset out in that ordinary resolution;\n\n \n \n\n(b)\nconsolidate\nand divide all or any of our share capital into shares of a larger amount than our existing shares;\n\n \n \n\n(c)\nsub-divide\nour shares or any of them into our shares of a smaller amount than is fixed by our Company’s Memorandum and Articles of\nAssociation, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each\nreduced our shares shall be the same as it was in case of the share from which the reduced our shares is derived;\n\n \n \n\n(d)\ncancel\nany shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person\nand diminish the amount of our share capital by the amount of the shares so cancelled; and\n\n \n \n\n(e)\nconvert\nall or any of our paid-up shares into stock and reconvert that stock into paid-up shares of any denomination.\n\n \n\nSubject\nto the Companies Act and to any rights for the time being conferred on the shareholders holding a particular class of shares, our shareholders\nmay, by special resolution, reduce our share capital or any capital redemption reserve in any way.\n\n** **\n\n**Memorandum\nand Articles of Incorporation**\n\n \n\nOur\nMemorandum and Articles of Association became effective on September 29, 2025, following approval by our shareholders at\nan extraordinary general meeting. Such amendments, among other things, implemented a dual-class share structure consisting of Class A\nordinary shares and Class B ordinary shares.\n\n \n\nWe\nare an exempted company with limited liability under the Companies Act of the Cayman Islands. The Companies Act in the Cayman Islands\ndistinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts\nbusiness mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company\nare essentially the same as for an ordinary company except for the exemptions and privileges listed below:\n\n \n\n●\nan\nexempted company does not have to file an annual return of its shareholders with the Registrar of Companies in the Cayman Islands;\n\n \n \n\n●\nan\nexempted company’s register of members is not open to inspection;\n\n \n \n\n●\nan\nexempted company does not have to hold an annual general meeting;\n\n \n \n\n●\nan\nexempted company may issue no par value, negotiable or bearer shares;\n\n \n \n\n●\nan\nexempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for\n30 years in the first instance);\n\n \n \n\n●\nan\nexempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;\n\n \n \n\n●\nan\nexempted company may register as a limited duration company; and\n\n \n \n\n●\nan\nexempted company may register 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. At the closing of the Initial Public Offering, we became subject to reporting and other informational requirements of the Exchange\nAct, as applicable to foreign private issuers. As of the date of this Annual Report, we intend to comply with the Nasdaq Rules in lieu\nof following home country practice. The Nasdaq Rules require that every company listed on the Nasdaq hold an annual general meeting of\nshareholders. In addition, our Articles of Association allow directors to call special meeting of shareholders pursuant to the procedures\nset forth in our Articles of Association.\n\n \n\n81\n\n \n\n \n\n**Mergers\nand Similar Arrangements**\n\n \n\nThe Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands\ncompanies and non-Cayman Islands companies. For these purposes, (a) “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 (b) a\n“consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of\nthe 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 plan must be filed with the Registrar of Companies of the Cayman Islands\ntogether with a declaration as to the solvency of the consolidated or surviving company, a statement setting out the assets and liabilities\nof each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members\nand creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands\nGazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.\n\n \n\nA\nmerger between a Cayman Island parent company and its Cayman subsidiary or subsidiaries does not require authorization by a\nresolution of shareholders. For this purpose a subsidiary is a company of which at least ninety percent (90%) of the issued shares\nentitled to vote are owned by the parent company.\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 circumstances, a dissentient shareholder of a Cayman constituent company is entitled to payment of the fair value of his shares\nupon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for\nthe right to seek relief on the grounds that the merger or 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\nfacilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by (i) 75% in value of the members or class of members or (ii) a majority in number representing 75% in value of the\ncreditors or class of creditors, as the case may be, that are present and voting either in person or by\nproxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be\nsanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view\nthat the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines\nthat:\n\n \n\n●\nthe\nstatutory provisions as to the required majority vote have been met;\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●\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●\nthe\narrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.\n\n \n\nThe Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze\nout” of dissentient minority shareholders upon a tender offer. When a tender offer is made and accepted by holders of ninety percent\n(90%) of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month\nperiod, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can\nbe made to the Grand Court of the Cayman Islands.\n\n \n\nIf\nan arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which\nwould otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash\nfor the judicially determined value of the shares.\n\n \n\n82\n\n \n\n \n\n**Shareholders’\nSuits**\n\n \n\nIn\nprinciple, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder.\nHowever, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands court can be expected to follow and apply the common law principles (namely the rule in *Foss\nv. Harbottle* and the exceptions thereto) so that a non-controlling\nshareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge actions\nwhere:\n\n \n\n●\na\ncompany acts or proposes to act illegally or ultra vires;\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; and\n\n \n \n\n●\nthose\nwho control the company are perpetrating a “fraud on the minority”.\n\n \n\n**Indemnification\nof Directors and Executive Officers and Limitation of Liability**\n\n \n\nCayman\nIslands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification\nof officers and directors, except to the extent that any such provision may be held by the Cayman Islands courts to be contrary to public\npolicy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Memorandum and Articles\nof Association provide that we shall indemnify our officers and directors against all actions, proceedings, costs, charges, expenses,\nlosses, damages or liabilities incurred or sustained by such directors or officer, other than by reason of such person’s dishonesty,\nwillful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of\njudgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality\nof the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully\nor otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.\n\n \n\nThis\nstandard of conduct is generally the same as permitted under the Delaware General Corporation Act for a Delaware corporation. In addition,\nwe intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with\nadditional indemnification beyond that provided in our Memorandum and Articles of Association. Insofar as indemnification for liabilities\narising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions,\nwe have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act\nand is therefore unenforceable.\n\n \n\n**Anti-Takeover\nProvisions in the Memorandum and Articles of Association**\n\n \n\nSome\nprovisions of our Amended Memorandum and Articles of Association may discourage, delay or prevent a change in control of our Company\nor management that shareholders may consider favorable. These provisions include, among others, provisions that authorize\nour board of directors to issue shares in one or more classes or series and to determine the price, rights, preferences, privileges\nand restrictions of such shares without any further vote or action by our shareholders.\n\n \n\nHowever,\nunder Cayman Islands law, our directors may exercise the rights and powers granted to them under our Amended Memorandum and Articles\nof Association only in what they believe in good faith to be in the best interests of the Company.\n\n \n\n**Directors’\nFiduciary Duties**\n\n \n\nUnder\nDelaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty\nhas two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care\nthat an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and\ndisclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires\nthat a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use\nhis or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best\ninterest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder\nand not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis,\nin good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption\nmay be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by\na director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.\n\n \n\nAs\na matter of Cayman Islands law, a director of a Cayman Islands company 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 of the\ncompany, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not\nto put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third\nparty. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that\na director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a\nperson of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with\nregard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.\n\n \n\n83\n\n \n\n \n\n**Shareholder\nAction by Written Consent**\n\n \n\nUnder\nthe Delaware General Corporation Act, a corporation may eliminate the right of shareholders to act by written consent by amendment to\nits certificate of incorporation. Our Articles of Association provide that any action required or permitted to be taken at general meetings\nof the Company may only be taken upon the vote of shareholders at general meeting and shareholders may not approve corporate matters\nby way of a unanimous written resolution without a meeting being held.\n\n \n\n**Shareholder\nProposals**\n\n \n\nUnder\nthe Delaware General Corporation Act, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided\nit complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors, or any\nother person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.\n\n \n\nThe\nCompanies Act does not provide shareholders with rights to requisition a general meeting nor any right to put any proposal before a general\nmeeting. However, these rights may be provided in a company’s articles of association. Our Articles of Association do not provide\nour shareholders with any right to put proposals before annual general meetings or extraordinary general meetings. As an exempted Cayman\nIslands company, we are not obliged by law to call shareholders’ annual general meetings.\n\n \n\n**Cumulative\nVoting**\n\n \n\nUnder\nthe Delaware General Corporation Act, 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\nshareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is\nentitled on a single director, which increases the shareholder’s voting power with respect to electing such director. Although\npermitted under Cayman Islands law, our Articles of Association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of\na Delaware corporation.\n\n \n\n**Removal\nof Directors**\n\n** **\n\nUnder 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 outstanding shares entitled to vote, unless the certificate of incorporation provides\notherwise. Under\nour Articles of Association, directors may be removed by ordinary resolution of our shareholders.\n\n \n\n**Transactions\nwith Interested Shareholders**\n\n \n\nThe\nDelaware General Corporation Act contains a business combination statute applicable to Delaware corporations whereby, unless the corporation\nhas specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging\nin certain business combinations with an “interested shareholder” for three years following the date that such person becomes\nan interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s\noutstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered\nbid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to\nthe date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination\nor the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware\ncorporation to negotiate the terms of any acquisition transaction with the 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 for a proper corporate\npurpose and not with the effect of constituting a fraud on the minority shareholders.\n\n \n\n**Dissolution;\nWinding Up**\n\n \n\nUnder\nthe Delaware General Corporation Act, unless the board of directors approves the proposal to dissolve, dissolution must be approved by\nshareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors\nmay it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to\ninclude in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.\nUnder Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution\nof its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has\nauthority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable\nto do so.\n\n \n\n84\n\n \n\n \n\nUnder\nthe Companies Act and our Articles of Association, our company may be dissolved, liquidated, or wound up by a special resolution of our\nshareholders.\n\n \n\n**Variation\nof Rights of Shares**\n\n \n\nUnder\nthe Delaware General Corporation Act, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding\nshares of such class, unless the certificate of incorporation provides otherwise. Under our Articles of Association,\nif our share capital is divided into more than one class of shares, we may vary the rights attached to any class with the sanction\nof a special resolution passed at a separate meeting of the holders of the shares of that class.\n\n \n\n**Amendment\nof Governing Documents**\n\n \n\nUnder\nthe Delaware General Corporation Act, a corporation’s governing documents may be amended with the approval of a majority of the\noutstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law,\nour Memorandum and Articles of Association may only be amended by special resolution of our shareholders.\n\n \n\n**Rights\nof Non-Resident or Foreign Shareholders**\n\n \n\nThere\nare no limitations imposed by our Memorandum and Articles of Association on the rights of non-resident or foreign shareholders\nto hold or exercise voting rights on our shares. In addition, there are no provisions in our Memorandum and Articles of Association\ngoverning the ownership threshold above which shareholder ownership must be disclosed.\n\n \n\n**Directors’\nPower to Issue Shares**\n\n \n\nSubject to applicable law and our Memorandum and Articles of Association, our board of directors is empowered to\nissue or allot shares of any class that is authorized under our share capital, and to grant options and warrants, in each case with such\nrights, preferences, privileges and restrictions as may be applicable to such class.\n\n \n\n**Material\nContracts**\n\n \n\nOur\nmaterial contracts, other than those entered into in the ordinary course of business, are described in Item 4, Item 6 and Item 7 or elsewhere\nin this Annual Report.\n\n \n\n**Dividends\nand Dividend Policy**\n\n \n\nNo\ndividends have been declared or paid by the companies comprising our Group for the financial year ended December 31, 2025.\n\n \n\nAny future dividend payments should not be considered as a guarantee or indication that those companies will declare\nand pay dividends in such manner in the future or at all. Further, as of the date of this Annual Report, our Board does not intend to\npay any dividends on our Ordinary Shares for the foreseeable future. We anticipate that all of our net earnings, if any, will be retained\nand used for the operation and growth of our Operating Subsidiaries’ businesses.\n\n \n\nWe\nhave adopted a dividend policy, according to which our Board shall take into account, among other things, the following factors when\ndeciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow\nsituation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim\ndividend paid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory\nrestrictions; (j) any restrictions on payment of dividends; and (k) any other factors that our Board may consider relevant. The\npayment of dividends, in certain circumstances is also subject to the approval of our Shareholders, the Cayman Islands Companies Act\nand our Articles of Association as well as any other applicable laws. Currently, we do not have any predetermined dividend\ndistribution ratio.\n\n \n\n85\n\n \n\n \n\nEven\nif our Board decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital\nrequirements and surplus, general financial condition, contractual restrictions and other factors that the Board may deem relevant.\nIn addition, we are a holding company and depend on the receipt of dividends and other distributions from our Operating Subsidiaries\nto pay dividends on our Ordinary Shares.\n\n \n\n**Exchange\nControls**\n\n \n\nThere\nare no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation\nof our significant subsidiaries that would affect the payment or remittance of dividends.\n\n \n\n**Taxation**\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 U.S. Holders (as defined below) that acquired our Ordinary Shares and hold our Ordinary\nShares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of\n1986, as amended (the “Code”). This discussion is based upon existing United States federal income tax law, which is\nsubject to differing interpretations or change, possibly with retroactive effect. There can be no assurance that the Internal\nRevenue Service, or the IRS, or a court will not take a contrary position. This discussion does not address all aspects of United\nStates federal income taxation that may be relevant to particular investors in light of their specific circumstances, including\ninvestors subject to special tax rules (for example, certain financial institutions (including banks), cooperatives, pension plans,\ninsurance companies, broker-dealers, traders in securities that have elected the mark-to-market method of accounting for their\nsecurities, partnerships and their partners, regulated investment companies, real estate investment trusts and tax-exempt\norganizations (including private foundations)), investors who are not U.S. Holders, investors who own (directly, indirectly, or\nconstructively) 10% or more of our stock (by vote or value), investors that will hold their Ordinary Shares as part of a straddle,\nhedge, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes or U.S. Holders\nthat have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from\nthose summarized below. In addition, this discussion does not discuss any non-United States tax, state or local tax, or non-income\ntax (such as the U.S. federal gift or estate tax) considerations, or any consequences under the alternative minimum tax or Medicare\ntax on net investment income. Each U.S. Holder is urged to consult its tax advisor regarding the United States federal, state,\nlocal, and non-United States income and other tax considerations of an investment in 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 United States federal\nincome tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated\nas a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any\nstate thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal\nincome tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of\na United States court and which has one or more United States persons who have the authority to control all substantial decisions of\nthe trust or (B) that has otherwise validly elected to be treated as a United States person under the Code.\n\n \n\nIf\na partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) is a beneficial\nowner of our Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner\nas a U.S. Holder, as described above, and the activities of the partnership. Partnerships holding our Ordinary Shares and partners in\nsuch partnerships are urged to consult their tax advisors as to the particular United States federal income tax consequences of an investment\nin our Ordinary Shares.\n\n** **\n\n86\n\n \n\n \n\n**Dividends**\n\n \n\nThe\nentire amount of any cash distribution paid with respect to our Ordinary Shares (including the amount of any non-U.S. taxes withheld\ntherefrom, if any) generally will constitute dividends to the extent such distributions are paid out of our current or accumulated earnings\nand profits, as determined under United States federal income tax principles, and generally will be taxed as ordinary income in the year\nreceived by such U.S. Holder. To the extent amounts paid as distributions on the Ordinary Shares exceed our current or accumulated earnings\nand profits, such distributions will not be dividends but instead will be treated first as a tax-free return of capital to the extent\nof the U.S. Holder’s adjusted tax basis, determined for federal income tax purposes, in the Ordinary Shares with respect to which\nthe distribution is made, and thereafter as capital gain. However, we do not intend to compute (or to provide U.S. Holders with the information\nnecessary to compute) our earnings and profits under United States federal income tax principles. Accordingly, a U.S. Holder will be\nunable to establish that a distribution is not out of earnings and profits and should expect to treat the full amount of each distribution\nas a “dividend” for United States federal income tax purposes.\n\n \n\nAny\ndividends that we pay will generally be treated as income from foreign sources for United States foreign tax credit purposes and will\ngenerally constitute passive category income. Depending on the U.S. Holder’s particular facts and circumstances, a U.S. Holder\nmay be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes\nimposed (at a rate not exceeding any applicable treaty rate) on dividends received on our Ordinary Shares. A U.S. Holder who does not\nelect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for United States federal income tax purposes,\nin respect of such withholdings, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes.\nThe rules governing the foreign tax credit are complex. U.S. Holders are advised to consult their tax advisors regarding the availability\nof the foreign tax credit under their particular circumstances.\n\n \n\nDividends\npaid in non-U.S. currency will be included in the gross income of a U.S. Holder in a U.S. dollar amount calculated by reference to a\nspot market exchange rate in effect on the date that the dividends are received by the U.S. Holder, regardless of whether such foreign\ncurrency is in fact converted into U.S. dollars on such date. Such U.S. Holder will have a tax basis for United States federal income\ntax purposes in the foreign currency received equal to that U.S. dollar value. If such dividends are converted into U.S. dollars on the\ndate of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect thereof. If the\nforeign currency so received is not converted into U.S. dollars on the date of receipt, such U.S. Holder will have a basis in the foreign\ncurrency equal to its U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the\nforeign currency generally will be treated as ordinary income or loss to such U.S. Holder and generally will be income or loss from sources\nwithin the United States for foreign tax credit limitation purposes. U.S. Holders should consult their own tax advisors regarding the\ntreatment of foreign currency gain or loss, if any, on any foreign currency received by a U.S. Holder that is converted into U.S. dollars\non a date subsequent to receipt.\n\n \n\n**Sale\nor Other Disposition of Ordinary Shares**\n\n \n\nA\nU.S. Holder will generally recognize capital gain or loss upon a sale or other disposition of Ordinary Shares, in an amount equal to\nthe difference between the amount realized and the U.S. Holder’s adjusted tax basis, determined for federal income tax purposes,\nin such Ordinary Shares, each amount determined in U.S. dollars. Any capital gain or loss will be long-term capital gain or loss if the\nOrdinary Shares have been held for more than one year and will generally be United States source gain or loss for United States foreign\ntax credit purposes. The deductibility of a capital loss may be subject to limitations, particularly with regard to shareholders who\nare individuals. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on\na disposition of our Ordinary Shares, including the availability of the foreign tax credit under its particular circumstances.\n\n \n\nA\nU.S. Holder that receives a currency other than U.S. dollars on the disposition of our Ordinary Shares will realize an amount equal to\nthe U.S. dollar value of the non-U.S. currency received at the spot rate on the date of sale (or, if the Ordinary Shares are traded on\na recognized exchange and in the case of cash basis and electing accrual basis U.S. Holders, the settlement date). An accrual basis U.S.\nHolder that does not elect to determine the amount realized using the spot rate on the settlement date will recognize foreign currency\ngain or loss equal to the difference between the U.S. dollar value of the amount received based on the spot market exchange rates in\neffect on the date of sale or other disposition and the settlement date. A U.S. Holder will have a tax basis in the currency received\nequal to the U.S. dollar value of the currency received on the settlement date. Any gain or loss on a subsequent disposition or conversion\nof the currency will be United States source ordinary income or loss.\n\n \n\n87\n\n \n\n \n\n**Passive\nForeign Investment Company Considerations**\n\n \n\nFor\nUnited States federal income tax purposes, a non-United States corporation, such as our Company, will be treated as a “passive\nforeign investment company,” or “PFIC” if, in the case of any particular taxable year, either (a) 75% or more of our\ngross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally\ndetermined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Based upon our current and expected income and assets (including goodwill) and taking into account the composition\nand use of our assets and liquidity, as well as the market price of our Ordinary Shares, we do not expect to be classified as a PFIC for\nthe current taxable year or the foreseeable future.\n\n \n\nHowever,\nwhile we do not expect to be or become a PFIC, 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 fact-intensive inquiry made annually that depends, in part, upon the composition and\nclassification of our income and assets. Fluctuations in the market price of our Ordinary Shares may cause us to be or become a PFIC\nfor the current or subsequent taxable years because the value of our assets for the purpose of the asset test, including the value\nof our goodwill and other unbooked intangibles, may be determined by reference to the market price of our Ordinary Shares (which may\nbe volatile). The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and\nmanage our cash and other financial resources. It is also possible that the Internal Revenue Service\nmay challenge our classification of certain income or assets for purposes of the analysis set forth in subparagraphs (a) and (b),\nabove or the valuation of our goodwill and other unbooked intangibles, which may result in our company being or becoming a PFIC for\nthe current or future taxable years.\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 makes\na mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution\nthat we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than\n125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period\nfor the Ordinary Shares); and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge,\nof Ordinary Shares. Under the PFIC rules:\n\n \n\n●\nsuch\nexcess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares;\n\n \n \n\n●\nsuch\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;\n\n \n \n\n●\nsuch\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\napplicable to the U.S. Holder for that year; and\n\n \n \n\n●\nan\ninterest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year,\nother than a pre-PFIC year.\n\n \n\nIf\nwe are a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and we own any equity in a non-United States\nentity that is also a PFIC, or a lower-tier PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the\nshares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are advised to consult their tax advisors\nregarding the application of the PFIC rules to any of the entities in which we may own equity.\n\n \n\nAs\nan alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election\nwith respect to such stock, provided that certain requirements are met. The mark-to-market election is available only for stock that\nis regularly traded on a national securities exchange that is registered with the SEC, or on a foreign exchange or market that the\nIRS determines is a qualified exchange that has rules sufficient to ensure that the market price represents a legitimate and sound\nfair market value. Furthermore, we cannot guarantee that, once listed, our Ordinary Shares will continue to be listed and regularly\ntraded on such exchange. U.S. Holders are advised to consult their tax advisors as to whether the Ordinary Shares are considered\nmarketable for these purposes.\n\n \n\n88\n\n \n\n \n\nIf\nan effective mark-to-market election is made with respect to our Ordinary Shares, the U.S. Holder will generally (i) include as ordinary\nincome for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held at the end of the\ntaxable year over its adjusted tax basis of such Ordinary Shares; and (ii) deduct as an ordinary loss the excess, if any, of its adjusted\ntax basis of the Ordinary Shares held at the end of the taxable year over the fair market value of such Ordinary Shares held at the end\nof the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.\nThe U.S. Holder’s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the\nmark-to-market election. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC, any gain recognized\nupon the sale or other disposition of the Ordinary Shares will be treated as ordinary income and loss will be treated as ordinary loss,\nbut only to the extent of the net amount previously included in income as a result of the mark-to-market election.\n\n \n\nIf\na U.S. Holder makes a mark-to-market election in respect of a PFIC, and such corporation ceases to be a PFIC, the U.S. Holder will not\nbe required to take into account the mark-to-market gain or loss described above during any period that such corporation is not a PFIC.\n\n \n\nBecause\na mark-to-market election generally cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market\nelection with respect to our Ordinary Shares may continue to be subject to the general PFIC rules with respect to such U.S. Holder’s\nindirect interest in any of our non-United States subsidiaries if any of them is a PFIC.\n\n \n\nIf\na U.S. Holder owns our Ordinary Shares during any taxable year that we are a PFIC, such holder would generally be required to file an\nannual IRS Form 8621. Each U.S. Holder is advised to consult its tax advisor regarding the potential tax consequences to such holder\nif we are or become a PFIC, including the possibility of making a mark-to-market election.\n\n \n\n**Hong\nKong Profits Tax Considerations**\n\n \n\nOur\nsubsidiaries incorporated in Hong Kong were subject to Hong Kong profits tax at a rate of 8.25% for assessable profits on the first HK$2,000,000\nand 16.5% on their remaining assessable profits generated from operations arising in or derived from Hong Kong for the year of assessment\nof 2020/2021 and 2019/2020. As from year of assessment of 2018/2019 onwards, Hong Kong profits tax rates are 8.25% on assessable profits\nup to HK$2,000,000 and 16.5% on any part of assessable profits over HK$2,000,000. Under Hong Kong tax laws, our Hong Kong subsidiaries\nare exempted from Hong Kong income profits tax on its foreign-derived income profits. In addition, payments of dividends from our Hong\nKong subsidiaries to us are not subject to any tax withholding in Hong Kong.\n\n \n\n**Taxation\nof Dividends**\n\n \n\nUnder\nthe current practices of the Hong Kong Inland Revenue Department, no tax is payable in Hong Kong in connection with dividends paid by\nus, either by withholding or otherwise, unless such dividends are attributable to a trade, profession or business carried on in Hong\nKong.\n\n \n\n**Profits**\n\n \n\nNo\ntax is imposed in Hong Kong in respect of capital gains from the sale of the Ordinary Shares. Trading gains from the sale of Ordinary\nShares by persons carrying on a trade, profession, or business in Hong Kong, where such gains are derived from or arise in Hong Kong\nfrom such trade, profession or business will be chargeable to Hong Kong profits tax which is imposed at the rates of 8.25% on assessable\nprofits up to HK$2,000,000 and 16.5% on any part of assessable profits over HK$2,000,000 on corporations and at the rates of 7.5% on\nassessable profits up to HK$2,000,000 and 15.0% on any part of assessable profits over HK$2,000,000 on unincorporated businesses from\nthe year of assessment commencing on or after April 1, 2018. Liability for Hong Kong profits tax would thus arise in respect of trading\ngains from sales of Ordinary Shares realized by persons carrying on a business of trading or dealing in securities in Hong Kong.\n\n \n\n89\n\n \n\n \n\nTHE\nDISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH PROSPECTIVE\nINVESTOR IN OUR ORDINARY SHARES IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES TO IT OF OWNING AND DISPOSING OF OUR\nORDINARY SHARES IN LIGHT OF SUCH PROSPECTIVE INVESTOR’S OWN CIRCUMSTANCES.\n\n \n\n**Documents\non Display**\n\n \n\nYou\nmay read and copy documents referred to in this Annual Report on Form 20-F that have been filed with the SEC at the SEC’s Public\nReference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain information on the operation of the Public Reference Room by\ncalling the SEC at 1-800-SEC-0330. You can also obtain copies of our SEC filings by going to the SEC’s website at http://www.sec.gov.\n\n \n\nThe\nSEC allows us to “incorporate by reference” the information we file with the SEC. This means that we can disclose important\ninformation to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered\nto be part of this Annual Report on Form 20-F."}