{"url_path":"/sec/ineo/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/1933951/0001493152-26-023663-index.html","accession_number":"0001493152-26-023663","cik":"0001933951","ticker":"INEO","issuer_name":"INNEOVA Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1933951/0001493152-26-023663-index.html","primary_entity_key":"0001933951","primary_entity_name":"INNEOVA Holdings Ltd"},"word_count":6802,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n \n\nWe\nare a Cayman Islands exempted company and our affairs are governed by our Memorandum and Amended and Restated Articles of Association\nand the Companies Act (as revised) of the Cayman Islands, which we refer to as the Companies Act (as revised) below, and the common law\nof the Cayman Islands.\n\n \n\nAs of the date of this\nAnnual Report, our authorized share capital comprised of (i) US$100,000 divided into 200,000,000 ordinary and preferred shares of\npar value of US$0.0005 each to (ii) US$100,000 divided into 150,000,000 Class A ordinary shares of par value of US$0.0005 each,\n25,000,000 Class B ordinary shares of par value of US$0.0005 each, and 25,000,000 preferred shares of par value of US$0.0005 each.\nAs of the date of this report, 16,527,249 ordinary shares are issued and outstanding.\n\n \n\nThe\nfollowing are summaries of certain material provisions of our Memorandum and Amended and Restated Articles of Association and the Companies\nAct (as revised) insofar as they relate to the material terms of our Ordinary Shares.\n\n \n\n63\n\n \n\n \n\n**Our\nMemorandum and Amended and Restated Articles of Association**\n\n \n\nThe\nfollowing are summaries of material provisions of the Memorandum and Amended and Restated Articles of Association and of the Companies\nAct (as revised), insofar as they relate to the material terms of our ordinary shares.\n\n \n\n*Objects\nof Our Company*. Under our Memorandum and Amended and Restated Articles of Association, the objects of our Company are unrestricted,\nand we are capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit,\nas provided by section 27(2) of the Companies Act (as revised).\n\n \n\n*Ordinary\nShares*. Our ordinary shares are issued in registered form and are issued when registered in our register of members. We may not issue\nshares to a bearer. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares.\n\n \n\n*Dividends*.\nThe holders of our ordinary shares are entitled to such dividends as may be declared by our board of Directors. Our Memorandum and Amended\nand Restated Articles of Association provide that dividends may be declared and paid out of the funds of our Company lawfully available\ntherefor. Under the laws of the Cayman Islands, our Company may pay a dividend out of either profit or share premium account; provided\nthat in no circumstances may a dividend be paid out of our share premium if this would result in our Company being unable to pay its\ndebts as they fall due in the ordinary course of business.\n\n \n\n*Voting\nRights*. Voting at any meeting of shareholders is by way of a poll save that in the case of a physical meeting, the chairman of the\nmeeting may decide that a vote be on a show of hands unless a poll is demanded by:\n\n \n\n \n●\nat\nleast three (3) shareholders present in person or by proxy or (in the case of a shareholder being a corporation) by its duly\nauthorized representative for the time being entitled to vote at the meeting;\n\n \n●\nshareholder(s)\npresent in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing\nnot less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting; and\n\n \n●\nshareholder(s)\npresent in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative and holding\nshares in us conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less\nthan one-tenth of the total sum paid up on all shares conferring that right.\n\n \n\nMajor\nshareholders are not entitled to any additional voting rights other than those already provided by Ordinary Shares.\n\n \n\nAn\nordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching\nto the ordinary shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the\nvotes cast attaching to the issued and outstanding ordinary shares at a meeting. A special resolution will be required for important\nmatters such as a change of name, making changes to our Memorandum and Amended and Restated Articles of Association, a reduction of our\nshare capital and the winding up of our Company. Our shareholders may, among other things, divide or combine their shares by ordinary\nresolution.\n\n \n\n*Provisions\nregarding Directors.*\n\n \n\n \n●\nDirectors\nmust disclose the nature of their interest in any contract or arrangement in which they have an interest that would reasonably be\nlikely to affect a Director’s status as an Independent Director, or that would constitute a “related party transaction”\nrequires the approval of the Audit Committee. If so approved, and unless disqualified by the chairman of the relevant Board\nmeeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested\nand may be counted in the quorum at such meeting.\n\n \n●\nThe\nDirectors shall receive such remuneration as the Board may from time to time determine. Directors are entitled to be repaid or prepaid\nall traveling, hotel and incidental expenses reasonably incurred or expected to be incurred in attending meetings of the Board or\ncommittees of the board or general meetings or separate meetings of any class of shares or of debenture of the Company or otherwise\nin connection with the discharge of duties as a Director.\n\n \n\n64\n\n \n\n \n\n \n●\nThe\nBoard may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking,\nproperty and assets (present and future) and uncalled capital of the Company and, subject to the Act, to issue debentures, bonds\nand other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third\nparty.\n\n \n●\nThere\nis no age limit requirement to be a Director, nor a retirement or non-retirement age limit.\n\n \n●\nNo\nDirector shall be required to hold any shares of the Company by way of qualification and a Director who is not a Member shall be\nentitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.\n\n \n\n*General\nMeetings of Shareholders*. As a Cayman Islands exempted company, we are not obliged by the Companies Act (as revised) to call shareholders’\nannual general meetings. Our Memorandum and Amended and Restated Articles of Association provide that we shall, if required by the Companies\nAct (as revised), in each year hold a general meeting as our annual general meeting, and shall specify the meeting as such in the notices\ncalling it, and the annual general meeting shall be held at such time and place as may be determined by our Directors. All general meetings\n(including an annual general meeting, any adjourned general meeting or postponed meeting) may be held as a physical meeting at such times\nand in any part of the world and at one or more locations, as a hybrid meeting or as an electronic meeting, as may be determined by our\nboard of Directors in its absolute discretion.\n\n \n\nShareholders’\ngeneral meetings may be convened by the chairperson of our board of Directors or by a majority of our board of Directors. Advance\nnotice of not less than ten clear days is required for the convening of our annual general shareholders’ meeting (if any) and\nany other general meeting of our shareholders. A quorum required for any general meeting of shareholders consists of, at the time\nwhen the meeting proceeds to business, two (2) shareholders holding shares which carry in aggregate (or representing by proxy) not\nless than one-third of all votes attaching to issued and outstanding shares in our company entitled to vote at such general\nmeeting.\n\n \n\nThe\nCompanies Act (as revised) does not provide shareholders with any right to requisition a general meeting or to put any proposal before\na general meeting. However, these rights may be provided in a company’s articles of association. Our Memorandum and Amended and\nRestated Articles of Association provide that upon the requisition of any one or more of our shareholders holding shares which carry\nin aggregate not less than one-third of all votes attaching to the issued and outstanding shares of our Company entitled to vote at general\nmeetings, our board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting.\nHowever, our Memorandum and Amended and Restated Articles of Association do not provide our shareholders with any right to put any proposals\nbefore annual general meetings or extraordinary general meetings not called by such shareholders.\n\n \n\n*Transfer\nof Ordinary Shares*. Subject to the restrictions set out below, any of our shareholders may transfer all or any of his or her ordinary\nshares by an instrument of transfer in the usual or common form or in a form designated by the relevant stock exchange or any other form\napproved by our board of Directors. Notwithstanding the foregoing, ordinary shares may also be transferred in accordance with the applicable\nrules and regulations of the relevant stock exchange.\n\n \n\nOur\nboard of Directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up\nor on which we have a lien. Our board of Directors may also decline to register any transfer of any ordinary share unless:\n\n \n\n \n●\nthe\ninstrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other\nevidence as our board of Directors may reasonably require to show the right of the transferor to make the transfer;\n\n \n●\nthe\ninstrument of transfer is in respect of only one class of ordinary shares;\n\n \n●\nthe\ninstrument of transfer is properly stamped, if required;\n\n \n●\nin\nthe case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed\nfour (4); and\n\n \n●\na\nfee of such maximum sum as the relevant stock exchange may determine to be payable or such lesser sum as our Directors may from time\nto time require is paid to us in respect thereof.\n\n \n\nIf\nour Directors refuse to register a transfer they shall, within two (2) months after the date on which the instrument of transfer was\nlodged, send to each of the transferor and the transferee notice of such refusal.\n\n \n\n65\n\n \n\n \n\nThe\nregistration of transfers may, after compliance with any notice required in accordance with the rules of the relevant stock exchange,\nbe suspended and the register closed at such times and for such periods as our board of Directors may from time to time determine; provided,\nhowever, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year as our board\nmay determine.\n\n \n\n*Liquidation*.\nOn the winding up of our Company, if the assets available for distribution amongst our shareholders shall be more than sufficient to\nrepay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders\nin proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares\nin respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available\nfor distribution are insufficient to repay all of the paid-up capital, such the assets will be distributed so that, as nearly as may\nbe, the losses are borne by our shareholders in proportion to the par value of the shares held by them.\n\n \n\n*Calls\non Shares and Forfeiture of Shares*. Our board of Directors may from time to time make calls upon shareholders for any amounts unpaid\non their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares\nthat have been called upon and remain unpaid are subject to forfeiture.\n\n \n\n*Redemption,\nRepurchase and Surrender of Shares*. We may issue shares on terms that such shares are subject to redemption, at our option or at\nthe option of the holders of these shares, on such terms and in such manner as may be determined by our board of Directors. Our company\nmay also repurchase any of our shares on such terms and in such manner as have been approved by our board of Directors. Under the Companies\nAct (as revised), the redemption or repurchase of any share may be paid out of our Company’s profits, share premium account or\nout of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital if our Company\ncan, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies\nAct (as revised) no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would\nresult in there being no shares outstanding or (c) if the company has commenced liquidation. In addition, our company may accept the\nsurrender of any fully paid share for no consideration.\n\n \n\n*Variations\nof Rights of Shares.* Whenever the capital of our Company is divided into different classes the rights attached to any such class\nmay, subject to any rights or restrictions for the time being attached to any class, only be varied with the sanction of a resolution\npassed by a majority of two-thirds of the votes cast at a separate meeting of the holders of the shares of that class. The rights conferred\nupon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the\nterms of issue of the shares of that class, be deemed to be varied by the creation, allotment or issue of further shares ranking pari\npassu with such existing class of shares.\n\n \n\n*Issuance\nof Additional Shares.* Our post-offering Memorandum and Amended and Restated Articles of Association authorizes our board of Directors\nto issue additional ordinary shares from time to time as our board of Directors shall determine, to the extent of available authorized\nbut unissued shares.\n\n \n\nOur\nMemorandum and Amended and Restated Articles of Association also authorize our board of Directors to establish from time to time one\nor more series of preference shares and to determine, with respect to any series of preference shares, the terms and rights of that series,\nincluding, among other things:\n\n \n\n \n●\nthe\ndesignation of the series;\n\n \n●\nthe\nnumber of shares of the series;\n\n \n●\nthe\ndividend rights, dividend rates, conversion rights and voting rights; and\n\n \n●\nthe\nrights and terms of redemption and liquidation preferences.\n\n \n\nOur\nboard of Directors may issue preference shares without action by our shareholders to the extent of available authorized but unissued\nshares. Issuance of these shares may dilute the voting power of holders of ordinary shares.\n\n \n\n66\n\n \n\n \n\n*Inspection\nof Books and Records*. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies\nof our list of shareholders or our corporate records. However, our Memorandum and Amended and Restated Articles of Association have provisions\nthat provide our shareholders the right to inspect our register of shareholders without charge, and to receive our annual audited financial\nstatements. See “Where You Can Find Additional Information.”\n\n \n\n*Anti-Takeover\nProvisions.* Some provisions of our Memorandum and Amended and Restated Articles of Association may discourage, delay or prevent a\nchange of control of our Company or management that shareholders may consider favorable, including provisions that:\n\n \n\n \n●\nauthorize\nour board of Directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges\nand restrictions of such preference shares without any further vote or action by our shareholders; and\n\n \n●\nlimit\nthe ability of shareholders to requisition and convene general meetings of shareholders.\n\n \n\nHowever,\nunder Cayman Islands law, our Directors may only exercise the rights and powers granted to them under our Memorandum and Amended and\nRestated Articles of Association for a proper purpose and for what they believe in good faith to be in the best interests of our Company.\n\n \n\n*Exempted\nCompany*. We are an exempted company with limited liability under the Companies Act (as revised). The Companies Act (as revised) distinguishes\nbetween ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business\nmainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are\nessentially the same as for an ordinary company except that an exempted company:\n\n \n\n \n●\ndoes\nnot have to file an annual return of its shareholders with the Registrar of Companies;\n\n \n●\nis\nnot required to open its register of members for inspection;\n\n \n●\ndoes\nnot have to hold an annual general meeting;\n\n \n●\nmay\nissue negotiable or bearer shares or shares with no par value;\n\n \n●\nmay\nobtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first\ninstance);\n\n \n●\nmay\nregister by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;\n\n \n●\nmay\nregister as an exempted limited duration company; and\n\n \n●\nmay\nregister 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 that shareholder’s\nshares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an\nillegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).\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 years ended December 31, 2025 and 2024.\n\n \n\nWe\nhave adopted a dividend policy, according to which our board of directors shall take into account, among other things, the following\nfactors when deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b)\ncash flow situation; (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 restrictions;\n(j) any restrictions on payment of dividends; and (k) any other factors that our board may consider relevant. The payment of dividends,\nin certain circumstances is also subject to the approval of our Shareholders, the Companies Act (as revised) and our Articles of Association\nas well as any other applicable laws. Currently, we do not have any predetermined dividend distribution ratio.\n\n \n\n67\n\n \n\n \n\nEven\nif our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings,\ncapital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors\nmay deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our 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**Material\nIncome Tax Considerations**\n\n \n\nThe\nfollowing summary of certain Cayman Islands and U.S. federal income tax consequences of an investment in our Ordinary Shares is based\nupon laws and relevant interpretations thereof in effect as of the date of this Annual Report, all of which are subject to change. This\nsummary does not deal with all possible tax consequences relating to an investment in the Ordinary Shares, such as the tax consequences\nunder U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands and the United States. The Company\ndoes not conduct operations in the PRC and has no PRC operating entities. Accordingly, a discussion of PRC tax regulation is not applicable.\nYou are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation\nunder U.S. federal, state, local or foreign law of the ownership of our Ordinary Shares. To the extent that this discussion relates to\nmatters of Cayman Islands tax law, it is the opinion of Conyers Dill & Pearman, our counsel as to Cayman Islands law.\n\n \n\n**Cayman\nIslands Tax Considerations**\n\n \n\nThe\nCayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is\nno taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government\nof the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within\nthe jurisdiction of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered into with the United Kingdom in\n2010 but otherwise is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the\nCayman Islands.\n\n \n\nWe\nhave received an undertaking from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of 20 years from the\ndate of the undertaking, no law that thereafter is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income\nor on gains or appreciation shall apply to our Company or its operations; and that no tax to be levied on profits, income, gains or appreciations\nor which is in the nature of estate duty or inheritance tax shall be payable (a) on or in respect of the shares, debentures or other\nobligations of our Company; or (b) by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions\nAct of the Cayman Islands.\n\n \n\nPayments\nof dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will\nbe required on the payment of a dividend or capital to any holder of our Ordinary Shares, nor will gains derived from the disposal of\nour Ordinary Shares be subject to Cayman Islands income or corporation tax.\n\n \n\nNo\nstamp duty is payable in respect of the issue of our Ordinary Shares or on an instrument of transfer in respect of our Ordinary Shares.\n\n \n\n68\n\n \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 acquire our Ordinary Shares and hold our Ordinary Shares as “capital\nassets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”).\nThis discussion is based upon existing United States federal income tax law which is subject to differing interpretations or change,\npossibly with retroactive effect. There can be no assurance that the Internal Revenue Service, or the IRS, or a court will not take a\ncontrary position. This discussion does not address all aspects of United States federal income taxation that may be relevant to particular\ninvestors in light of their specific circumstances, including investors subject to special tax rules (for example, certain financial\ninstitutions (including banks), cooperatives, pension plans, insurance companies, broker-dealers, traders in securities that have elected\nthe mark-to-market method of accounting for their securities, partnerships and their partners, regulated investment companies, real estate\ninvestment trusts, and tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors who own\n(directly, indirectly, or constructively) 10% or more of our stock (by vote or value), investors that will hold their Ordinary Shares\nas part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes,\nor U.S. Holders that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly\nfrom those 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 tax\non net investment income. Each U.S. Holder is urged to consult its tax advisor regarding the United States federal, state, local, and\nnon-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\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\n69\n\n \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 are 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\npurposes, in such Ordinary Shares, each amount determined in U.S. dollars. Any capital gain or loss will be long-term capital gain\nor loss if the Ordinary Shares have been held for more than one (1) year and will generally be United States source gain or loss for\nUnited States foreign tax credit purposes. The deductibility of a capital loss may be subject to limitations, particularly with\nregard to shareholders who are individuals. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if\na foreign tax is imposed on a disposition of our Ordinary Shares, including the availability of the foreign tax credit under its\nparticular 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\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) 75.0% or more of\nour gross income for such year consists of certain types of “passive” income or (b) 50.0% or more of the value of our assets\n(generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income.\nBased upon our current and expected income and assets (including goodwill and taking into account the proceeds from our recent IPO) and\nthe expected market price of our Ordinary Shares following our IPO, we do not expect to be a PFIC for the current taxable year or the\nforeseeable 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 or\nwill become a PFIC for any taxable year is a fact-intensive inquiry made annually that depends, in part, upon the composition and classification\nof our income and assets. Fluctuations in the market price of our Ordinary Shares may cause us to be or become a PFIC for the current\nor subsequent taxable years because the value of our assets for the purpose of the asset test, including the value of our goodwill and\nother unbooked intangibles, may be determined by reference to the market price of our Ordinary Shares (which may be volatile). The composition\nof our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in our IPO. It is\nalso possible that the Internal Revenue Service may challenge our classification of certain income or assets for purposes of the analysis\nset forth in subparagraphs (a) and (b), above or the valuation of our goodwill and other unbooked intangibles, which may result in our\ncompany being or becoming a PFIC for the current or future taxable years.\n\n \n\n70\n\n \n\n \n\nIf\nwe are classified as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and unless the U.S. Holder\nmakes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any\nexcess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S.\nHolder that is greater than 125% of the average annual distributions paid in the three (3) preceding taxable years or, if shorter,\nthe U.S. Holder’s holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition,\nincluding, under certain circumstances, a pledge, of Ordinary Shares. Under the PFIC rules:\n\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●\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●\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●\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 with\nrespect to such stock, provided that certain requirements are met. The mark-to-market election is available only for stock that is regularly\ntraded on a national securities exchange that is registered with the SEC, or on a foreign exchange or market that the IRS determines\nis a qualified exchange that has rules sufficient to ensure that the market price represents a legitimate and sound fair market value.\nAlthough we intend to apply for the listing of our Ordinary Shares on the Nasdaq, we cannot guarantee that our listing will be approved.\nFurthermore, we cannot guarantee that, once listed, our Ordinary Shares will continue to be listed and regularly traded on such exchange.\nU.S. Holders are advised to consult their tax advisors as to whether the Ordinary Shares are considered marketable for these purposes.\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\n71\n\n \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\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 THE OUR ORDINARY SHARES IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES TO IT OF OWNING AND DISPOSING\nOF OUR ORDINARY 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."}