{"url_path":"/sec/hiho/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Additional Information**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1026785/0001213900-26-077959-index.html","accession_number":"0001213900-26-077959","cik":"0001026785","ticker":"HIHO","issuer_name":"HIGHWAY HOLDINGS LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1026785/0001213900-26-077959-index.html","primary_entity_key":"0001026785","primary_entity_name":"HIGHWAY HOLDINGS LTD"},"word_count":5286,"has_tables":true,"body_markdown":"** **\n\n**Item 10. Additional Information**\n\n** **\n\n**Share Capital**\n\n \n\nThe Company’s authorized capital consists\nof 20,020,000 shares, of which 20,000,000 are Common Shares, $0.01 par value per share, and 20,000 are shares of Series A Preferred Shares,\n$0.01 par value per share. As of March 31, 2026 and June 30, 2026, there were 4,626,676 and 4,626,676 Common Shares outstanding respectively;\nno shares of the Series A Preferred Shares were outstanding. As of March 31, 2026 and June 30, 2026, no options to purchase Common Shares\nwere outstanding respectively.\n\n \n\nOn May 11, 2018, the Company filed with the Registrar\nof Corporate Affairs of the British Virgin Islands the Amended and Restated Memorandum and Articles of Association of the Company setting\nforth, among other things, the rights and preferences of the Series A Preferred Shares. A description of the rights and preferences of\nthe Series A Preferred Shares is set forth below in “Amended and Restated Memorandum and Articles of Association.”\n\n \n\nThere have been no other events in the last three\nyears that have changed the amount, the number of classes, or voting rights, of the Company’s issued capital.\n\n** **\n\n51\n\n \n\n** **\n\n**Amended and Restated Memorandum And Articles Of Association**\n\n* *\n\n*The following represents a summary of certain\nkey provisions of the Company’s amended and restated memorandum and articles of association. The summary does not purport to be\na summary of all of the provisions of our memorandum and articles of association and of all relevant provisions of BVI law governing the\nmanagement and regulation of BVI companies.*\n\n \n\nHighway Holdings Limited is registered at Harneys\nCorporate Services Limited, Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands and has been assigned company number\n32576. The objectives or purposes of the Company are to engage in any act or activity that is not prohibited under British Virgin Islands\nlaw as set forth in Clause 4 of the Amended and Restated Memorandum and Articles of Association of the Company (the “Memorandum\nand Articles”). The Company’s Memorandum and Articles are the instruments governing the Company. These documents are comparable\nin purpose and effect to certificates or articles of incorporation and bylaws of corporations organized in a state of the United States.\nThe Company does not believe that there are any restrictions in its charter or under British Virgin Island law that materially limit the\nCompany’s current or proposed operations.\n\n \n\nCommon Shares: The Company has authorized\n20,000,000 Common Shares with par value of $0.01 each. Holders of our Common Shares are entitled to one vote for each whole share on all\nmatters to be voted upon by members, including the election of directors. Holders of our Common Shares do not have cumulative voting rights\nin the election of directors. All of our Common Shares are equal to each other with respect to liquidation and dividend rights. Holders\nof our Common Shares are entitled to receive dividends if and when declared by our Board of Directors out of surplus in accordance with\nBritish Virgin Islands law. In the event of our liquidation, all assets available for distribution to the holders of our Common Shares\nare distributable among them according to their respective holdings. Holders of our Common Shares have no preemptive rights to purchase\nany additional, unissued Common Shares.\n\n \n\nSeries A Preferred Shares: Each Series A\nPreferred Share will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of the greater of (a)\n$10.00 per share, and (b) an amount (subject to certain adjustments) equal to 1,000 times the dividend declared per Common Share. In the\nevent of liquidation, dissolution or winding up of the Company, the holders of Series A Preferred Shares will be entitled to a minimum\npreferential payment of the greater of (a) $10.00 per share (plus any accrued but unpaid dividends), and (b) an amount equal to 1,000\ntimes the payment made per Common Share. Each Series A Preferred Share will (subject to certain adjustments) have 1,000 votes, voting\ntogether with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which outstanding Common Shares\nare converted or exchanged, each Series A Preferred Share will be entitled to receive 1,000 times the amount received per Common Shares.\nThese rights are protected by customary anti-dilution provisions.\n\n \n\nRights Agreement: On April 28, 2018, the\nCompany’s Board of Directors declared a dividend of one preferred share purchase right (a “Right”) for each outstanding\nCommon Share. The Rights will also attach to Common Shares issued in the future. Each Right initially entitles the registered holder to\npurchase from the Company one one-thousandth of a Series A Preferred Share, par value $0.01 per share, of the Company at a price of $10.00\nper one one-thousandth of a Series A Preferred Share (the “Purchase Price”), subject to adjustment. The description and terms\nof the Rights are set forth in a Rights Agreement dated as of May 8, 2018, as the same may be amended from time to time (the “Rights\nAgreement”), between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).\n\n \n\nUntil the earlier to occur of (i) 10 business days\nfollowing a public announcement that a person or group of affiliated or associated persons has become an Acquiring Person (as defined\nbelow) or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such\ntime as any person or group of affiliated or associated persons becomes an Acquiring Person) following the commencement of, or public\nannouncement of an intention to make, a tender or exchange offer the consummation of which would result in any person or group of affiliated\nor associated persons becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”), the Rights\nwill be evidenced, with respect to certificates representing Common Shares (or book entry Common Shares) outstanding as of the Record\nDate, by such certificates (or such book entry shares) together with a copy of a Summary of the Rights (the “Summary of Rights”).\nExcept in certain situations, a person or group of affiliated or associated persons becomes an “Acquiring Person” upon acquiring\nbeneficial ownership of 15% or more of the outstanding Common Shares. No such person or group having beneficial ownership of 15% or more\nof such outstanding shares at the time of the first announcement of adoption of the rights plan reflected in the Rights Agreement will\nbe deemed an Acquiring Person until such time as such person or group becomes the beneficial owner of additional Common Shares (other\nthan by reason of a stock dividend, stock split or other corporate action effected by the Company in which all holders of Common Shares\nare treated equally).\n\n \n\n52\n\n \n\n \n\nThe Rights Agreement provides that, until the Distribution\nDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with, and only with, the Common Shares. Until\nthe Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date\nupon transfer or new issuances of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution\nDate (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares (or book entry\nCommon Shares) outstanding as of the Record Date, even without such notation or a copy of the Summary of Rights, will also constitute\nthe transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable following the Distribution Date,\nseparate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares\nas of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.\n\n \n\nThe Rights are not exercisable until the Distribution\nDate. The Rights will expire on May 8, 2028 (the “Final Expiration Date”), unless the Final Expiration Date is extended or\nthe Rights are earlier redeemed or exchanged by the Company as described below.\n\n \n\nThe Purchase Price payable, and the number of Series\nA Preferred Shares or other securities or property issuable, upon exercise of the Rights is subject to adjustment from time to time to\nprevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series A Preferred\nShares, (ii) upon the grant to holders of the Series A Preferred Shares of certain rights or warrants to subscribe for or purchase Series\nA Preferred Shares at a price, or securities convertible into Series A Preferred Shares with a conversion price, less than the then-current\nmarket price of the Series A Preferred Shares or (iii) upon the distribution to holders of the Series A Preferred Shares of evidences\nof indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Series A Preferred Shares) or of subscription\nrights or warrants (other than those referred to above).\n\n \n\nBecause of the nature of the Series A Preferred\nShares’ dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Series A Preferred Share purchasable\nupon exercise of each Right should approximate the value of one Common Share.\n\n \n\nIn the event that any person or group of affiliated\nor associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person\n(which will thereupon become void), will thereafter have the right to receive upon exercise of a Right that number of Common Shares having\na market value of two times the exercise price of the Right.\n\n \n\nIn the event that, after a person or group has\nbecome an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated\nassets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned\nby an Acquiring Person which will have become void) will thereafter have the right to receive upon the exercise of a Right that number\nof shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time\nof such transaction have a market value of two times the exercise price of the Right.\n\n \n\nAt any time after any person or group becomes an\nAcquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring\nPerson of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights\nowned by such Acquiring Person which will have become void), in whole or in part, for Common Shares or Series A Preferred Shares (or a\nseries of the Company’s preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one Common\nShare, or a fractional Series A Preferred Share (or other preferred stock) equivalent in value thereto, per Right.\n\n \n\n53\n\n \n\n \n\nWith certain exceptions, no adjustment in the Purchase\nPrice will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Series\nA Preferred Shares or Common Shares will be issued (other than fractions of Series A Preferred Shares which are integral multiples of\none one-thousandth of a share of Series A Preferred Shares, which may, at the election of the Company, be evidenced by depositary receipts),\nand in lieu thereof an adjustment in cash will be made based on the current market price of the Series A Preferred Shares or the Common\nShares.\n\n \n\nAt any time prior to the time an Acquiring Person\nbecomes such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the\n“Redemption Price”) payable, at the option of the Company, in cash, Common Shares or such other form of consideration as the\nBoard of Directors of the Company shall determine. The redemption of the Rights may be made effective at such time, on such basis and\nwith such conditions as the Board of Directors of the Company in its sole discretion may establish. Immediately upon any redemption of\nthe Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption\nPrice.\n\n \n\nFor so long as the Rights are then redeemable,\nthe Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner. After the Rights are no longer\nredeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does not adversely\naffect the interests of holders of the Rights.\n\n \n\nUntil a Right is exercised or exchanged, the holder\nthereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive\ndividends.\n\n \n\nThe Rights Agreement, which includes the form of\nRights Certificate as Exhibit A and the Summary of Preferred Share Purchase Rights as Exhibit B, and the Amended\nand Restated Memorandum and Articles of Association setting forth the terms of the Series A Preferred Shares are attached hereto as Exhibit\n1.1 and 2.1, respectively, and incorporated herein by reference. The foregoing descriptions of the Rights and the material terms of the\nRights Agreement and the Series A Preferred Shares do not purport to be complete and are qualified in their entirety by reference to such\nExhibits.\n\n \n\nOther: The Memorandum and Articles also\ncontain the following other provisions affecting the management of the Company and the rights of the shareholders.\n\n \n\nThe Company’s Board of Directors is divided\ninto three classes designated as Class I, Class II and Class III. Each class shall consist, as nearly as is possible, of one-third of\nthe number of directors constituting the entire Board of Directors. At each annual meeting of shareholders, the successors to the class\nof directors whose terms expire at that meeting will be elected for a term of office to expire at the third succeeding annual meeting\nof shareholders after their election and until their successors have been duly elected and qualified (i.e. directors will be elected for\nthree year terms).\n\n \n\nDirectors are elected by a plurality of the votes\ncast by the shareholders at a duly convened and constituted meeting of the shareholders. As a result, candidates receiving the highest\nnumber of affirmative votes, up to the number of directors to be elected, are elected.\n\n \n\nAny action required or permitted to be taken by\nthe shareholders of the Company must be effected at a duly called meeting of the shareholders and may not be effected by any consent in\nwriting by the shareholders.\n\n \n\nThe directors may convene meetings of the members\nof the Company at such times and in such manner and places as the directors consider necessary or desirable, and they shall convene such\na meeting upon the written request of members holding 25 percent or more of the outstanding voting shares in the Company. Shareholders\nmay nominate directors for election at an annual meeting of shareholders. To nominate a director, the shareholder must provide the information\nrequired by the Memorandum and Articles (such as the nominee’s name and qualifications for membership on the Board of Directors)\nand must give timely notice to our Secretary in accordance with the Memorandum and Articles. An annual meeting of members is held for\nthe election of directors of the Company and in the manner provided in the Memorandum and Articles. Any other proper business may be transacted\nat the annual meeting. If the annual meeting for election of directors is not held on the date designated therefore, the directors shall\ncause the meeting to be held as soon thereafter as convenient. If the Company fails to hold the annual meeting for a period of 30 days\nafter the date designated for the annual meeting, or if no date has been designated for a period of 13 months after the Company’s\nlast annual meeting, a court of competent jurisdiction of the British Virgin Islands may summarily order a meeting to be held upon the\napplication of any member or director.\n\n \n\n54\n\n \n\n \n\nA meeting of the shareholders can be called only\nby the Company’s Board of Directors, the Chairman of the Board of Directors, or by the Company’s Chief Executive Officer.\nShareholders may not convene a meeting of the shareholders. Any meetings of the shareholders shall be held at such times and in such manner\nand places within or outside the British Virgin Islands as the Board of Directors, the Chairman of the Board of Directors, or the Company’s\nchief executive officer (as applicable) considers necessary or desirable.\n\n \n\nA director may be removed from office only with\ncause (i) by the Board of Directors, or (ii) by a resolution of the shareholders holding at least 66.66% of the votes of the shares entitled\nto vote passed at a meeting of shareholders called for the purpose of removing the director.\n\n \n\nThe rights conferred upon the holders of the shares\nof any class may only be varied, whether or not the Company is in liquidation in the case of Series A Preferred Shares, with the affirmative\nvote of the holders of two-thirds of the outstanding Series A Preferred Shares, voting together as a single series, and otherwise with\nthe consent of the holders of a majority of the issued shares of that class or by a resolution approved at a duly convened and constituted\nmeeting of the shares of that class by the affirmative vote of a majority of the votes of the shares of that class which were present\nat the meeting and were voted.\n\n \n\nThe Company’s Board of Directors without\nshareholder approval may amend the Memorandum and Articles. This includes amendments to increase or reduce our authorized capital stock.\nThe Company’s ability to amend its Memorandum and Articles without shareholder approval could have the effect of delaying, deterring\nor preventing a change in control of the Company, including a tender offer to purchase our Common Shares at a premium over the then current\nmarket price.\n\n \n\nBVI law does not make a specific reference to cumulative\nvoting, and Memorandum and Articles have no provision authorizing cumulative voting.\n\n \n\nThe Company may purchase, redeem or otherwise acquire\nand hold its own shares, provided that no purchase, redemption or other acquisition shall be made unless, immediately after the purchase,\nredemption or other acquisition the value of the Company’s assets will exceed its liabilities and the Company will be able to pay\nits debts as they fall due.\n\n \n\nThe directors are entitled to vote compensation\nto themselves in respect of services rendered to the Company.\n\n \n\nThere is no provision in the Memorandum and Articles\nfor the mandatory retirement of directors. Directors are not required to own shares of the Company in order to serve as directors.\n\n \n\nUnder BVI law and the Memorandum and Articles,\nthe Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement\nand reasonably incurred in connection with legal, administrative or investigative proceedings any person who is or was a party or is threatened\nto be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason\nof the fact that the person is or was a director of the Company or is or was, at the request of the Company, serving as a director of,\nor in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.\n\n \n\nTo be entitled to indemnification, these persons\nmust have acted honestly and in good faith and in what he believes to be the best interest of the Company, and they must have had no reasonable\ncause to believe their conduct was unlawful. Furthermore, such a person must be indemnified by the Company if he has been successful in\nthe defense of any proceedings.\n\n \n\n55\n\n \n\n \n\nInsofar as indemnification for liabilities arising\nunder the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, the Company\nhas been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and\nis therefore unenforceable.\n\n** **\n\n**Material Contracts**\n\n \n\nOn February 16, 2026, the Company entered into\na share purchase agreement with LeMALe Beteiligungs-GmbH pursuant to which the Company agreed to acquire 51% of the outstanding shares\nof Regent-Feinbau Adermann GmbH. The acquisition closed on March 1, 2026. The total purchase price was €662,000, consisting of €612,000\npaid in cash and €50,000 paid through the issuance of 64,851 Common Shares. The foregoing summary is qualified in its entirety by\nreference to the purchase agreement filed as Exhibit 4.8 to this annual report.\n\n \n\nOther than the leases described in the Property,\nPlant and Equipment section of Item 4 “Information on the Company” and filed as exhibits to the Company’s Securities\nand Exchange Commission filings, all other material contracts to which the Company or any member of the group is a party that were entered\ninto during the two years immediately preceding the filing of this annual report were entered into in the ordinary course of business.\n\n** **\n\n**Exchange Controls**\n\n \n\nThere are no exchange control restrictions on payment\nof dividends on the Company’s Common Shares or on the conduct of the Company’s operations either in Hong Kong, where the Company’s\nadministrative offices are located, or the British Virgin Islands, where Highway Holdings is incorporated. There are no restrictions or\nlimitations imposed by the Hong Kong government on the transfer of capital within, into and out of Hong Kong (including funds from Hong\nKong to the PRC or Myanmar). As a member state of the European Union and the Eurozone, Germany does not currently impose exchange control\nrestrictions on the payment of dividends or the transfer of capital by Regent-Feinbau, although distributions by Regent-Feinbau are subject\nto German corporate law requirements and the rights of its minority shareholder. Other jurisdictions in which the Company conducts operations\nmay have various exchange controls.\n\n \n\nUnder existing PRC foreign exchange regulations,\npayment of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made\nin foreign currencies without prior approval from the State Administration of Foreign Exchange, or the SAFE, by complying with certain\nprocedural requirements. Therefore, although it has not yet done so, Nissin PRC could pay us dividends in foreign currencies without prior\napproval from SAFE. Approval from, or registration with, appropriate government authorities is, however, required where the RMB is to\nbe converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign\ncurrencies. Current PRC regulations permit our PRC subsidiary to pay dividends to us only out of their accumulated profits, if any, determined\nin accordance with Chinese accounting standards and regulations.\n\n \n\nThe PRC and Myanmar have currency and capital transfer\nregulations that require us to comply with certain requirements for the movement of capital. We are able to transfer funds to our PRC\nand Myanmar subsidiaries through an investment (by increasing registered capital in the PRC or Myanmar subsidiary) and through inter-company\nloans. To date, we have not transferred any earnings from our China or Myanmar subsidiaries to us. Rather, our China and Myanmar subsidiaries\nhave used their profits to either repay our intercompany debts or to further develop their respective businesses. Our Hong Kong subsidiaries\nhave generated the substantial portion of our available cash from their international sales operations.\n\n** **\n\n**Taxation**\n\n \n\nNo reciprocal tax treaty regarding withholding\ntax exists between the U.S. and the British Virgin Islands. Under current British Virgin Islands law, dividends, interest or royalties\npaid by the Company to individuals and gains realized on the sale or disposition of shares are not subject to tax as long as the recipient\nis not a resident of the British Virgin Islands. The Company is not obligated to withhold any tax for payments of dividends and shareholders\nreceive gross dividends irrespective of their residential or national status.\n\n \n\n56\n\n \n\n \n\nUnder current Hong Kong tax law, dividends, interest\nor royalties paid by the Company to individuals and gains realized on the sale or disposition of shares are not subject to tax.\n\n \n\nHighway Holdings is a holding company incorporated\nin the BVI that owns all of the equity interests of Nissin Precision Metal Manufacturing Limited (“Nissin Precision”). Nissin\nPrecision is a Hong Kong company and the owner of 100% of the equity interests of Nissin PRC, the Company’s PRC operating subsidiary.\nThe PRC Enterprise Income Tax Law, or the EIT Law and its implementation rules, provide that a PRC enterprise is subject to a standard\nincome tax rate of 25% and China-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its overseas parent,\nwill normally be subject to PRC withholding tax at a rate of 10%, unless there are applicable treaties between the overseas parent’s\njurisdiction of incorporation and China to reduce such rate. However, the dividend withholding tax rate is reduced to 5% if a Hong Kong\nresident enterprise owns more than 25% of the equity of the PRC company distributing the dividends. As a result, any dividends that Nissin\nPRC pays to Nissin Precision may be subject to a withholding tax at the rate of 5% if Nissin Precision is not considered to be a PRC “resident\nenterprise”. However, if Nissin Precision is not considered to be the “beneficial owner” of such dividends, such dividends\nwould be subject to the withholding tax rate of 10%. Under the EIT Law, an enterprise established outside of the PRC with “de facto\nmanagement bodies” within the PRC is considered a resident enterprise and will normally be subject to the enterprise income tax\nat the rate of 25% on its global income. If the PRC tax authorities determine that Highway Holdings or Nissin Precision should be classified\nas a PRC resident enterprise, then such entity’s global income will be subject to PRC income tax at a tax rate of 25%.\n\n \n\nThe Company’s other PRC operating subsidiary,\nShenZhen SilverAge Health and Wellness Co., Ltd. (“SilverAge”), which was formed during fiscal 2026, is likewise a PRC-registered\nenterprise subject to the EIT Law. Accordingly, SilverAge is generally subject to the standard PRC enterprise income tax rate of 25%,\nand any dividends that SilverAge pays to its overseas parent would normally be subject to PRC withholding tax at a rate of 10%, which\nrate may be reduced to 5% if the recipient is a Hong Kong resident enterprise that owns more than 25% of SilverAge’s equity and\nis considered the beneficial owner of such dividends. To date, SilverAge has not generated material revenues or profits and has not paid\nany dividends. As with Nissin Precision, if the PRC tax authorities were to determine that any overseas member of our group that holds\nSilverAge should be classified as a PRC resident enterprise by reason of having “de facto management bodies” within the PRC,\nthat entity’s global income would be subject to PRC income tax at a rate of 25%.\n\n \n\nRegent-Feinbau, the Company’s 51%-owned German\noperating subsidiary, is subject to German corporate income tax (Körperschaftsteuer), the solidarity surcharge imposed thereon, and\nmunicipal trade tax (Gewerbesteuer), which together currently result in an aggregate effective tax rate of approximately 30%. Dividends\ndistributed by Regent-Feinbau to the Company may be subject to German withholding tax, subject to reduction or exemption under applicable\ntax treaties or European Union directives. The Company acquired its 51% interest in Regent-Feinbau on March 1, 2026, and, accordingly,\nGerman taxation did not have a material effect on the Company’s results of operations for the fiscal year ended March 31, 2026.\n\n \n\nUnder the U.S. federal income tax law, cash dividends\npaid to an individual United States citizen or resident alien of the United States (as specifically defined for United States federal\nincome tax purposes) with respect to our Common Shares generally will be taxed as dividend income to the extent such distribution does\nnot exceed the Company’s current or accumulated earnings and profits, as calculated for U.S. federal income tax purposes. Cash dividends\nmade with respect of the Company’s Common Shares that are made in the United States or by a United States related financial intermediary\nwill be subject to United States information reporting rules. In addition, such payments may be subject to United States federal backup\nwithholding tax. U.S. shareholders will not be subject to backup withholding provided that the shareholder provides his/her correct United\nStates federal taxpayer identification number and certifies, under penalties of perjury, that he/she is not subject to backup withholding.\nAmounts withheld under the backup withholding rules may be credited against the U.S. shareholder’s United States federal income\ntax, and such shareholder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate\nclaim for refund with the IRS in a timely manner.\n\n** **\n\n57\n\n \n\n** **\n\n**Dividends and Paying Agents**\n\n \n\nThe Company has, during the past few years, periodically\nmade dividend payments to its shareholders. Dividends are declared and paid at the discretion of the Board of Directors and depend upon,\namong other things, the Company’s results of operations, the anticipated future earnings of the Company, the success of the Company’s\nbusiness activities, the Company’s capital requirements, and the general financial conditions of the Company. The Company is a British\nVirgin Islands company. British Virgin Islands law prescribes that a company may only pay dividends out of its profits or share premium,\nand that a company may only pay dividends if, immediately following the date on which the dividend is paid, the value of the company’s\nassets will exceed its liabilities and the company remains able to pay its debts as they come due in the ordinary course of business.\nThe Company has not set a date on which annual, or other, dividends are paid. The declaration and payment of future dividends will be\nat the discretion of the Board of Directors based on many factors, including but not limited to the Company’s financial conditions,\nits available cash resources, earnings, capital requirements of its businesses, and other factors that the Board of Directors deems relevant.\nAccordingly, there can be no assurance that dividends in the future will be equal or similar in amount to the amounts declared and paid\nin the past or that the Board of Directors will not decide to suspend or discontinue the payment of cash dividends in the future. To date,\nthe Company has used its transfer agent, Computershare, at C/O: Shareholder Services, 150 Royall Street, Suite 101, Canton, MA 02021 U.S.A.,\nas its dividend paying agent.\n\n** **\n\n**Statement by Experts**\n\n \n\nNo disclosure is required in response to this Item.\n\n** **\n\n**Documents On Display**\n\n \n\nThe documents concerning the Company that are referred\nto in this annual report may be inspected by shareholders of this Company at the offices of this Company in Hong Kong.\n\n \n\nThe Company is subject to the information requirements\nof the Securities and Exchange Act of 1934, and, in accordance with the Securities Exchange Act of 1934, the Company files annual reports\non Form 20-F and submit other reports and information under cover of Form 6-K with the SEC. Recent filings and reports are also available\nfree of charge though the EDGAR electronic filing system at www.sec.gov. As a foreign private issuer, the Company is exempt from the rules\nunder the Securities Exchange Act of 1934 prescribing the furnishing and content of proxy statements to shareholders.\n\n** **\n\n**Subsidiary Information**\n\n \n\nNo disclosure is required in response to this Item.\n\n** **\n\n**Annual Report to Security Holders**\n\n \n\nNot applicable."}