{"url_path":"/sec/gibow/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/2034520/0001493152-26-023628-index.html","accession_number":"0001493152-26-023628","cik":"0002034520","ticker":"GIBO","issuer_name":"GIBO HOLDINGS Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2034520/0001493152-26-023628-index.html","primary_entity_key":"0002034520","primary_entity_name":"GIBO HOLDINGS Ltd"},"word_count":5076,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n \n\n**A.**\n**Share\nCapital**\n\n \n\nAs\nof the date of this Report, the authorized share capital of the Company is US$10,000,000 divided into 50,000,000,000 shares, par value\nUS$0.0002 each, comprising (i) 45,000,000,000 Class A Ordinary Shares, par value US$0.0002 each and (ii) 5,000,000,000 Class B Ordinary\nShares, par value US$0.0002 each. See “*Item 4. Information on the Company — A. History and Development of the Company.*”\n\n \n\n**B.**\n**Memorandum\nand Articles of Association**\n\n \n\nThe\ninformation required to be disclosed under this Item 10.B is incorporated by reference to the sections headed “Description of PubCo’s\nShare Capital” and “Comparison of Corporate Governance and Shareholder Rights” included in the final prospectus dated\nMarch 12, 2025 that forms a part of our registration statement on Form F-4 (File No. 333-285183) which was declared effective by the\nSEC on March 12, 2025.\n\n \n\n**C.**\n**Material\nContracts**\n\n \n\nDuring\nthe two years immediately preceding the date of this Report, we have entered into certain material contracts in connection with the Business\nCombination. See “*Item 7. Major Shareholders and* *Related Party Transactions — B. Related Party Transactions*.”\n\n \n\nOn\nSeptember 18, 2024, we entered into a service agreement with Grand Harvest Corporation Limited (“Grand Harvest”), leveraging our technological capabilities\nto provide IT services and empower the business growth of our enterprise customers. Pursuant to this agreement, the service scope of\nour IT services primarily includes, among other things, (i) platform customization and integration services, helping customers to design,\nmodify and integrate functionalities in their own systems, (ii) data migration and content management services, assisting customers in\ntheir large-scale data migration and content liability management, and (iii) enterprise-level data security services, providing customers\nwith advanced information security technologies and measures to address data concerns. Pursuant to this agreement, a total consideration\nof US$60,000,000 will be made to us in installments, each installment to be paid within 14 days upon the customer’s receipt of\ninvoice. As of December 31, 2025, we had received a total of $30,000,000 in consideration. Due to Grand Harvest’s new strategic directions regarding market focus and\ntechnology, this agreement was terminated on October 21, 2025.\n\n \n\n68\n\n \n\n \n\nIn\nFebruary and March 2026, we issued an aggregate of 57,926,752 Class A Ordinary Shares to assignees of certain lenders (the\n“investors”) to whom we were obligated to repay under certain loan agreements dated September 11, 2025, in reliance on\nan exemption under Rule 506(b) of Regulation D. We also entered into registration rights agreements with them, pursuant to which we\ngranted the investors rights to register for resale of their\nsecurities under registration statements on\nForm F-1 or F-3. For details of these registration rights agreements, see Exhibits 4.3 to\n4.7 to this Report.\n\n \n\n**D.**\n**Exchange\nControls**\n\n \n\nThere are no exchange control regulations or currency restrictions in the Cayman Islands.\n\n \n\n**E.**\n**Taxation**\n\n \n\nThe\nfollowing is a general summary of certain Cayman Islands and United States federal income tax consequences relevant to an investment\nin our Class A ordinary shares. The discussion is not intended to be, nor should it be construed as, legal or tax advice to any particular\nprospective purchaser. The discussion is based on laws and interpretations thereof in effect as of the date of this Report, all of which\nare subject to change or different interpretations, possibly with retroactive effect. The discussion does not address U.S. state or local\ntax laws, or tax laws of jurisdictions other than the Cayman Islands and the United States. You should consult your own tax advisors\nwith respect to the consequences of acquisition, ownership and disposition of our Class A ordinary shares.\n\n \n\n**United\nStates Federal Income Tax Considerations**\n\n \n\nThe\nfollowing is a general discussion of certain material U.S. federal income tax consequences of the ownership and disposition of Class\nA ordinary shares for a U.S. holder (as defined below). This discussion address only U.S. holders (as defined below) that acquire and\nhold our Class A ordinary shares. This discussion is for general information purposes only and does not purport to be a complete analysis\nor listing of all potential U.S. federal income tax consequences that may apply to a U.S. holder as a result of the ownership and disposition\nof Class A ordinary shares. In addition, this discussion does not address all aspects of U.S. federal income taxation that may be relevant\nto particular holders nor does it take into account the individual facts and circumstances of any particular holder that may affect the\nU.S. federal income tax consequences to such holder, and accordingly, is not intended to be, and should not be construed as, tax advice.\nThis discussion does not discuss all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular\ncircumstances or status including:\n\n \n\n \n●\nfinancial\ninstitutions or financial services entities;\n\n \n \n \n\n \n●\nbroker-dealers;\n\n \n \n \n\n \n●\ntaxpayers\nthat are subject to the mark-to-market accounting rules;\n\n \n \n \n\n \n●\ntax-exempt\nentities, qualified retirement plans, individual retirement accounts or other tax-deferred accounts;\n\n \n \n \n\n \n●\ngovernments\nor agencies or instrumentalities thereof;\n\n \n \n \n\n \n●\ninsurance\ncompanies;\n\n \n \n \n\n \n●\nregulated\ninvestment companies or real estate investment trusts;\n\n \n \n \n\n \n●\nU.S.\nexpatriates or former long-term residents of the United States;\n\n \n\n69\n\n \n\n \n\n \n●\npersons\nthat own (directly, indirectly, by attribution, or constructively) own five percent or more of our voting shares or five percent\nor more of the total value of any class of our shares;\n\n \n \n \n\n \n●\npersons\nthat acquired our ordinary shares pursuant to an exercise of employee share options, in connection with employee share incentive\nplans or otherwise as compensation;\n\n \n \n \n\n \n●\npersons\nthat hold our ordinary shares as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;\nor\n\n \n \n \n\n \n●\npersons\nwhose functional currency is not the U.S. dollar; or\n\n \n \n \n\n \n●\ncontrolled\nforeign corporations or passive foreign investment companies.\n\n \n\nThis\ndiscussion is based on provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations\npromulgated thereunder (whether final, temporary, or proposed) (“Treasury Regulation”), published administrative rulings\nof the IRS, and judicial decisions, all as in effect on the date hereof. Any of the authorities on which this summary is based could\nbe changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which\ncould affect the U.S. federal income tax considerations described in this summary. This discussion does not address the U.S. federal\n3.8% Medicare tax imposed on certain net investment income or any aspects of U.S. federal taxation other than those pertaining to the\nincome tax, nor does it address any tax consequences arising under any U.S. state and local, or non-U.S. tax laws. U.S. Holders should\nconsult their own tax advisors regarding such tax consequences in light of their particular circumstances.\n\n \n\nNo\nruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Business Combination\nor any other related matter; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described\nbelow or that, if challenged, such treatment will be sustained by a court.\n\n \n\nThis\ndiscussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our ordinary shares\nthrough such entities. If a partnership (or any entity or arrangement so characterized for U.S. federal income tax purposes) holds our\nordinary shares, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on\nthe status of the partner and the activities of the partnership. Partnerships holding any of our ordinary shares and persons that are\ntreated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences.\n\n \n\n**EACH\nHOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE BUSINESS COMBINATION\nAND AN EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.**\n\n \n\nAs\nused herein, a “U.S. Holder” is a beneficial owner of our Class A Ordinary Shares) who or that is, for U.S. federal income\ntax purposes:\n\n \n\n \n●\nan\nindividual citizen or resident of the United States,\n\n \n \n \n\n \n●\na\ncorporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized\n(or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia,\n\n \n \n \n\n \n●\nan\nestate whose income is subject to U.S. federal income tax regardless of its source, or\n\n \n \n \n\n \n●\na\ntrust if (i) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have\nthe authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S.\nperson.\n\n \n\n70\n\n \n\n \n\n**Effects\nof the Business Combination to U.S. Holders**\n\n** **\n\n**U.S.\nFederal Income Tax Considerations of Owning our Class A Ordinary Shares**\n\n \n\nThe\nfollowing discussion is a summary of certain material U.S. federal income tax consequences of the ownership and disposition of Class\nA ordinary shares by U.S. Holders, assuming we are not treated as a U.S. corporation for U.S. federal income tax purposes under Section\n7874 of the Code.\n\n* *\n\n*Distribution\non Class A ordinary shares*\n\n \n\nSubject\nto the PFIC rules discussed below “—Passive Foreign Investment Company Status,” a U.S. Holder generally will be required\nto include in gross income any distribution of cash or property paid on Class A ordinary shares that is treated as a dividend for U.S.\nfederal income tax purposes. A distribution on such shares generally will be treated as a dividend for U.S. federal income tax purposes\nto the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income\ntax principles). Such dividends paid by us will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the\ndividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations.\n\n \n\nDividends\nreceived by non-corporate U.S. Holders from a “qualified foreign corporation” may be eligible for reduced rates of taxation,\nprovided that certain holding period requirements and other conditions are satisfied. For these purposes, a non-U.S. corporation will\nbe treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable\non an established securities market in the United States. The Treasury guidance indicates that shares listed on the Nasdaq will be considered\nreadily tradable on an established securities market in the United States. Although the Class A ordinary shares are currently listed\non the Nasdaq, there can be no assurance that the Class A ordinary shares will be considered readily tradable on an established securities\nmarket in future years. Non-corporate U.S. Holders that do not meet a minimum holding period requirement or that elect to treat the dividend\nincome as “investment income” pursuant to Section 163(d)(4) of the Code (dealing with the deduction for investment interest\nexpense) will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition,\nthe rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions\nin substantially similar or related property. This disallowance applies even if the minimum holding period has been met. Finally, we\nwill not constitute a qualified foreign corporation for purposes of these rules if we are a PFIC for the taxable year in which we pay\na dividend or for the preceding taxable year. See the discussion below under “—Passive Foreign Investment Company Status.”\n\n \n\nThe\namount of any dividend paid in foreign currency will be the U.S. dollar value of the foreign currency distributed by us, calculated by\nreference to the spot exchange rate in effect on the date the dividend is includible in the U.S. Holder’s income, regardless of\nwhether the payment is in fact converted into U.S. dollars on the date of receipt. Generally, a U.S. Holder should not recognize any\nforeign currency gain or loss if the foreign currency is converted into U.S. dollars on the date the payment is received. However, any\ngain or loss resulting from currency exchange fluctuations during the period from the date the U.S. Holder includes the dividend payment\nin income to the date such U.S. Holder actually converts the payment into U.S. dollars will be treated as ordinary income or loss.\n\n \n\nTo\nthe extent that the amount of any distribution made by us on the Class A ordinary shares exceeds our current and accumulated earnings\nand profits for a taxable year (as determined under U.S. federal income tax principles), the distribution will first be treated as a\ntax-free return of capital, causing a reduction in the adjusted basis of the U.S. Holder’s Class A ordinary shares, and to the\nextent the amount of the distribution exceeds the U.S. Holder’s tax basis, the excess will be taxed as capital gain recognized\non a sale or exchange as described below under “—Sale, Exchange, Redemption or Other Taxable Disposition of Class A ordinary\nshares.” However, we may not calculate earnings and profits in accordance with U.S. federal income tax principles. In such event,\na U.S. Holder should expect to generally treat distributions we make as dividends.\n\n* *\n\n71\n\n \n\n* *\n\n*Sale,\nExchange, Redemption or Other Taxable Disposition of Our Securities*\n\n \n\nSubject\nto the discussion below under “*—Passive Foreign Investment Company Status*,” a U.S. Holder will generally recognize\ngain or loss on any sale, exchange, or other taxable disposition of Class A ordinary shares in an amount equal to the difference between\nthe amount realized on the disposition and such U.S. Holder’s adjusted tax basis in such Class A ordinary shares. Any gain or loss\nrecognized by a U.S. Holder on a taxable disposition of Class A ordinary shares will generally be capital gain or loss and will be long-term\ncapital gain or loss if the holder’s holding period in the Class A ordinary shares exceeds one year at the time of the disposition.\nPreferential tax rates may apply to long-term capital gains of non-corporate U.S. Holders. The deductibility of capital losses is subject\nto limitations. Any gain or loss recognized by a U.S. Holder on the sale or exchange of Class A ordinary shares will generally be treated\nas U.S. source gain or loss.\n\n** **\n\n**Passive\nForeign Investment Company Status**\n\n \n\nCertain\nadverse U.S. federal income tax consequences could apply to a U.S. Holder if we, or any of our subsidiaries, is treated as a PFIC for\nany taxable year during which the U.S. Holder holds Class A ordinary shares. A non-U.S. corporation will be classified as a PFIC for\nany taxable year (a) if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any entity\nin which it is considered to own at least 25% of the interest by value, is passive income, or (b) if at least 50% of its assets in a\ntaxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including\nits pro rata share of the assets of any entity in which it is considered to own at least 25% of the interest by value, are held for the\nproduction of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents\nor royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.\n\n \n\nWhether\nwe or any of our subsidiaries is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made\nannually at the close of each taxable year and, thus, is subject to significant uncertainty. Among other factors, fluctuations in the\nmarket price of Class A ordinary shares and how, and how quickly, we use liquid assets and cash obtained in the Business Combination\nmay influence whether we or any of our subsidiaries is treated as PFIC. Accordingly, we are unable to determine whether we or any of\nour subsidiaries will be treated as a PFIC for the taxable year of the Business Combination or for future taxable years, and there can\nbe no assurance that we or any of our subsidiaries will not be treated as a PFIC for any taxable year.\n\n \n\nIf\nwe were determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of\nClass A ordinary shares and, in the case of Class A ordinary shares, the U.S. Holder did not make a valid “mark-to-market”\nelection, such U.S. Holder generally will be subject to special rules with respect to: (i) any gain recognized by the U.S. Holder on\nthe sale or other disposition of Class A ordinary shares and (ii) any “excess distribution” made to the U.S. Holder (generally,\nany distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions\nreceived by such U.S. Holder in respect of the Class A ordinary shares during the three preceding taxable years of such U.S. Holder or,\nif shorter, such U.S. Holder’s holding period for such ordinary shares).\n\n \n\nUnder\nthese rules:\n\n \n\n \n●\nthe\nU.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for Class A\nordinary shares;\n\n \n \n \n\n \n●\nthe\namount allocated to the U.S. Holder’s taxable year in which the U.S. holder recognized gain or received the excess distribution,\nor to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC,\nwill be taxed as ordinary income;\n\n \n \n \n\n \n●\nthe\namount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed\nat the highest tax rate in effect for that year and applicable to the U.S. Holder; and\n\n \n \n \n\n \n●\nthe\ninterest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other\ntaxable year of the U.S. Holder.\n\n \n\n72\n\n \n\n \n\nAlthough\na determination as to our PFIC status will be made annually, an initial determination that we are a PFIC will generally apply for subsequent\nyears to a U.S. Holder who held Class A ordinary shares while we were a PFIC, whether or not we meet the test for PFIC status in those\nsubsequent years.\n\n \n\nIf\na U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder may make\na mark-to-market election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market election\nfor the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) Class A ordinary shares and for which\nwe are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its Class A\nordinary shares as long as such shares continue to be treated as marketable stock. Instead, in general, the U.S. Holder will include\nas ordinary income each year that we are treated as a PFIC the excess, if any, of the fair market value of its Class A ordinary shares\nat the end of its taxable year over the adjusted basis in its Class A ordinary shares. The U.S. Holder also will be allowed to take an\nordinary loss in respect of the excess, if any, of the adjusted basis of its Class A ordinary shares over the fair market value of its\nClass A ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously recognized income as a\nresult of the mark-to-market election). The U.S. Holder’s adjusted tax basis in its Class A ordinary shares will be adjusted to\nreflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the Class A ordinary\nshares in a taxable year in which we are treated as a PFIC will be treated as ordinary income. Special tax rules may also apply if a\nU.S. Holder makes a mark-to-market election for a taxable year after the first taxable year in which the U.S. Holder holds (or is deemed\nto hold) its Class A ordinary shares and for which we are treated as a PFIC.\n\n \n\nThe\nmark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with\nthe Securities and Exchange Commission, including Nasdaq (on which the Class A ordinary shares are listed), or on a foreign exchange\nor market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market\nvalue. Such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than\nin de minimis quantities, on at least 15 days during each calendar quarter, but no assurances can be given in this regard with respect\nto the Class A ordinary shares. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of\na mark-to-market election in respect of Class A ordinary shares under their particular circumstances.\n\n \n\nIf\nwe are a PFIC and, at any time, has a foreign subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own\na portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described\nabove if we were to receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC (even though such\nU.S. Holder would not receive the proceeds of those distributions or dispositions) or the U.S. Holders otherwise were deemed to have\ndisposed of an interest in the lower-tier PFIC. A mark-to-market election generally would not be available with respect to such lower-tier\nPFIC. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.\n\n \n\nA\nU.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder may have to file an IRS Form\n8621 (whether or not a mark-to-market election is or has been made) with such U.S. Holder’s U.S. federal income tax return and\nprovide any such other information as may be required by the Treasury. Failure to do so, if required, will extend the statute of limitations\nuntil such required information is furnished to the IRS.\n\n \n\nThe\nrules dealing with PFICs and mark-to-market elections are very complex and are affected by various factors in addition to those described\nabove. Accordingly, U.S. Holders of Class A ordinary shares should consult their own tax advisors concerning the application of the PFIC\nrules to Class A ordinary shares under their particular circumstances.\n\n** **\n\n73\n\n \n\n** **\n\n**Information\nReporting and Backup Withholding**\n\n \n\nIn\ngeneral, information reporting requirements will apply to dividends (including constructive dividends) received by U.S. Holders of Class\nA ordinary shares, and the proceeds received on the disposition of Class A ordinary shares effected within the United States (and, in\ncertain cases, outside the United States), in each case, other than U.S. Holders that are exempt recipients (such as corporations). Backup\nwithholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification\nnumber and certify that it is not subject to backup withholding (generally on an IRS Form W-9 provided to the paying agent or the U.S.\nHolder’s broker) or is otherwise subject to backup withholding.\n\n \n\nBackup\nwithholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against\na holder’s U.S. federal income tax liability, if any, by filing the appropriate claim for refund and timely providing the required\ninformation to the IRS. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding\nrules in their particular circumstances and the availability of and procedures for obtaining an exemption from backup withholding.\n\n \n\nCertain\nU.S. Holders holding specified foreign financial assets with an aggregate value in excess of the applicable dollar threshold are required\nto report information to the IRS relating to Class A ordinary shares, subject to certain exceptions (including an exception for Class\nA ordinary shares held in accounts maintained by U.S. financial institutions), by attaching a complete IRS Form 8938, Statement of Specified\nForeign Financial Assets, with their tax return, for each year in which they hold Class A ordinary shares. In addition to these requirements,\nU.S. Holders may be required to annually file FinCEN Report 114 (Report of Foreign Bank and Financial Accounts) with the U.S. Department\nof Treasury. U.S. Holders who are required to report specified foreign financial assets on IRS Form 8938 and/or foreign bank and financial\naccounts on FinCEN Report 114 and fail to do so may be subject to substantial penalties.\n\n \n\nThe\ndiscussion of reporting obligations set forth above is not intended to constitute an exhaustive description of all reporting obligations\nthat may apply to a U.S. Holder. A failure to satisfy certain reporting obligations may result in an extension of the period during which\nthe IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied\nreporting obligation. Penalties for failure to comply with these reporting obligations are substantial. U.S. Holders should consult with\ntheir own tax advisors regarding their reporting obligations relating to their ownership of Class A ordinary shares, including the requirement\nto file an IRS Form 8938.\n\n** **\n\n**Cayman\nIslands Taxation**\n\n \n\nThe\nCayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there\nis no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government\nof the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within\nthe jurisdiction of the Cayman Islands.\n\n \n\nPayments\nof dividends and capital in respect of our Class A Ordinary Shares or Class B Ordinary Shares will not be subject to taxation in the\nCayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Class A Ordinary Shares\nor Class B Ordinary Shares, as the case may be, nor will gains derived from the disposal of our Class A Ordinary Shares or Class B Ordinary\nShares be subject to Cayman Islands income or corporation tax.\n\n \n\n74\n\n \n\n \n\n**Hong\nKong Taxation**\n\n \n\nThe\ntaxation of income and capital gains of holders of ordinary shares is subject to the laws and practices of Hong Kong and of jurisdictions\nin which holders of ordinary shares are resident or otherwise subject to tax. The following summary of certain relevant taxation provisions\nunder Hong Kong laws is based on current law and practice, is subject to changes therein and does not constitute legal or tax advice.\nThe discussion does not deal with all possible tax consequences relating to an investment in the ordinary shares. Accordingly, each prospective\ninvestor (particularly those subject to special tax rules, such as banks, dealers, insurance companies, tax-exempt entities and holders\nof 10% or more of our voting capital stock) should consult its own tax advisor regarding the tax consequences of an investment in the\nordinary shares. The discussion is based upon laws and relevant interpretations thereof in effect as of the date of this Report,\nall of which are subject to change. There is no reciprocal tax treaty in effect between Hong Kong and the United States.\n\n \n\n**Tax\non Dividends**\n\n \n\nUnder\nthe current practices of the Inland Revenue Department of the Hong Kong Government, no tax is payable in Hong Kong in respect of dividends\npaid by us as a company incorporated in Cayman Islands.\n\n \n\n**Profits\nTax**\n\n \n\nEntities\nincorporated in Hong Kong are subject to Hong Kong profits tax at a rate of 16.5% for assessable profits earned in Hong Kong before April\n1, 2018. Starting from the financial year commencing on April 1, 2018, the two-tiered profits tax regime took effect, under which the\ntax rate is 8.25% for assessable profits of the first HK$2.0 million and 16.5% for any assessable profits in excess of HK$2.0 million.\n\n \n\nOur\nGroup’s Hong Kong subsidiaries are subject to Hong Kong profits tax on their assessable profits as reported in their statutory\nfinancial statements adjusted in accordance with relevant Hong Kong tax laws. For HK Daily, the first HK$2.0 million of assessable profits\nare taxed at 8.25% and the remaining assessable profits are taxed at 16.5%.\n\n \n\n**F.**\n**Dividends\nand Paying Agents**\n\n \n\nNot\napplicable.\n\n \n\n**G.**\n**Statement\nby Experts**\n\n \n\nNot\napplicable.\n\n \n\n**H.**\n**Documents\non Display**\n\n \n\nWe\nare subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,”\n(i) we are exempt from the rules and regulations\nunder the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, (ii) our officers and directors are\nexempt from the “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, and (iii) our principal\nshareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the\nExchange Act with respect to their purchase and sale of our shares. In addition, we are not required\nto file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered\nunder the Exchange Act. However, we are required to file with the SEC an annual report on Form 20-F containing financial statements audited\nby an independent accounting firm. We may, but are not required, to furnish to the SEC, on Form 6-K, unaudited financial information\nafter each of our first three fiscal quarters. All information we file with the SEC can be obtained over the internet at the SEC’s\nwebsite at *www.sec.gov*.\n\n \n\nIn accordance with Rule 5250(d)\nof the Listing Rules of the Nasdaq, we will post this Report on our website at *ir.giboholdingsltd.com*.\n\n \n\n**I.**\n**Subsidiary\nInformation**\n\n \n\nNot\napplicable.\n\n \n\n**J.**\n**Annual\nReport to Security Holders**\n\n \n\nNot\napplicable.\n\n \n\n75"}