{"url_path":"/sec/mb/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/2027265/0001493152-26-023479-index.html","accession_number":"0001493152-26-023479","cik":"0002027265","ticker":"MB","issuer_name":"MASTERBEEF GROUP","edgar_url":"https://www.sec.gov/Archives/edgar/data/2027265/0001493152-26-023479-index.html","primary_entity_key":"0002027265","primary_entity_name":"MASTERBEEF GROUP"},"word_count":11080,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n \n\n**Description\nof Securities**\n\n \n\nWe\nare an exempted company incorporated in the Cayman Islands and our corporate affairs are governed by our Memorandum and Articles of Association,\nas amended from time to time, the Companies Act, and the common law of the Cayman Islands.\n\n \n\nAs\nof the date of this Annual Report, our authorized share capital is $1,500,000, divided into 3,000,000,000 Ordinary Shares of par value\nof $0.0005 each. As of the date of this Annual Report, there are 17,155,000 Ordinary Shares issued and outstanding.\n\n \n\nThe\nfollowing are summaries of material provisions of the Companies Act and the Memorandum and Articles of Association, insofar as they relate\nto the material terms of our Ordinary Shares.\n\n \n\n**Ordinary\nShares**\n\n \n\n**General**\n\n \n\nAll\nof our outstanding Ordinary Shares are fully paid and non-assessable. Certificates representing the Ordinary Shares are issued in registered\nform. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Ordinary Shares. We may not issue shares\nto bearer.\n\n \n\n**Dividends**\n\n \n\nSubject\nto the Companies Act and our Articles of Association, our Company in general meeting may declare dividends in any currency to be paid\nto the members but no dividend shall be declared in excess of the amount recommended by our Board.\n\n \n\nExcept\nin so far as the rights attaching to, or the terms of issue of, any share may otherwise provide:\n\n \n\n(i)\nall\ndividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, although\nno amount paid up on a share in advance of calls shall for this purpose be treated as paid up on the share;\n\n \n \n\n(ii)\nall\ndividends shall be apportioned and paid pro rata in accordance with the amount paid up on the shares during any portion(s) of the\nperiod in respect of which the dividend is paid; and\n\n \n \n\n(iii)\nour\nBoard may deduct from any dividend or other monies payable to any member all sums of money (if any) presently payable by him or her\nto our Company on account of calls, instalments or otherwise.\n\n \n\n89\n\n \n\n \n\nWhere\nour Board or our Company in general meeting has resolved that a dividend should be paid or declared, our Board may resolve:\n\n \n\n(aa)\nthat\nsuch dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the members\nentitled to such dividend will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment;\nor\n\n \n \n\n(bb)\nthat\nthe members entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu\nof the whole or such part of the dividend as our Board may think fit.\n\n \n\nUpon\nthe recommendation of our Board, our Company may by ordinary resolution in respect of any one particular dividend of our Company determine\nthat it may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to members\nto elect to receive such dividend in cash in lieu of such allotment.\n\n \n\nAny\ndividend, bonus or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post. Every such\ncheque or warrant shall be made payable to the order of the person to whom it is sent and shall be sent at the holder’s or joint\nholders’ risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to our Company.\nAny one of two or more joint holders may give effectual receipts for any dividends or other monies payable or property distributable\nin respect of the shares held by such joint holders.\n\n \n\nWhenever\nour Board or our Company in general meeting has resolved that a dividend be paid or declared, our Board may further resolve that such\ndividend be satisfied wholly or in part by the distribution of specific assets of any kind.\n\n \n\nOur\nBoard may, if it thinks fit, receive from any member willing to advance the same, and either in money or money’s worth, all or\nany part of the money uncalled and unpaid or instalments payable upon any shares held by him, and in respect of all or any of the monies\nso advanced may pay interest at such rate (if any) not exceeding 20% per annum, as our Board may decide, but a payment in advance of\na call shall not entitle the member to receive any dividend or to exercise any other rights or privileges as a member in respect of the\nshare or the due portion of the shares upon which payment has been advanced by such member before it is called up.\n\n \n\nAll\ndividends, bonuses or other distributions unclaimed for one year after having been declared may be invested or otherwise used by our\nBoard for the benefit of our Company until claimed and our Company shall not be constituted a trustee in respect thereof. All dividends,\nbonuses or other distributions unclaimed for six years after having been declared may be forfeited by our Board and, upon such forfeiture,\nshall revert to our Company.\n\n \n\nNo\ndividend or other monies payable by our Company on or in respect of any share shall bear interest against our Company.\n\n \n\nOur\nCompany may exercise the power to cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants\nremain uncashed on two consecutive occasions or after the first occasion on which such a cheque or warrant is returned undelivered.\n\n \n\n**Voting\nRights**\n\n \n\nSubject\nto any special rights, restrictions or privileges as to voting for the time being attached to any class or classes of shares at any general\nmeeting: (a) on a poll every member present in person or by proxy or, in the case of a member being a corporation, by its duly authorised\nrepresentative shall have one vote for every share which is fully paid or credited as fully paid registered in his/her/its name in the\nregister of members of our Company but no amount paid up or credited as paid up on a share in advance of calls or installments is treated\nfor this purpose as paid up on the share; and (b) on a show of hands every member who is present in person or by proxy (or, in the case\nof a member being a corporation, by its duly authorised representative) shall have one vote. Where more than one proxy is appointed by\na member which is a Clearing House (as defined in the Articles of Association) (or its nominee(s)) or a central depository house (or\nits nominee(s)), each such proxy shall have one vote on a show of hands. On a poll, a member entitled to more than one vote need not\nuse all his/her/its votes or cast all the votes he/she/it does use in the same way.\n\n \n\n90\n\n \n\n \n\n**Transfer\nof Ordinary Shares**\n\n \n\nSubject\nto the Companies Act and our Articles of Association, all transfers of shares shall be effected by an instrument of transfer in the usual\nor common form or in such other form as our Board may approve and may be under hand or, if the transferor or transferee is a Clearing\nHouse (as defined in the Articles of Association) (or its nominee(s)) or a central depository house (or its nominee(s)), under hand or\nby machine imprinted signature, or by such other manner of execution as our Board may approve from time to time.\n\n \n\nExecution\nof the instrument of transfer shall be by or on behalf of the transferor and the transferee, provided that our Board may dispense with\nthe execution of the instrument of transfer by the transferor or transferee or accept mechanically executed transfers. The transferor\nshall be deemed to remain the holder of a share until the name of the transferee is entered in the register of members of our Company\nin respect of that share.\n\n \n\nOur\nBoard may, in our absolute discretion, at any time and from time to time remove any share on the principal register to any branch register\nor any share on any branch register to the principal register or any other branch register. Unless our Board otherwise agrees, no shares\non the principal register shall be removed to any branch register nor shall shares on any branch register be removed to the principal\nregister or any other branch register. All removals and other documents of title shall be lodged for registration and registered, in\nthe case of shares on any branch register, at the registered office and, in the case of shares on the principal register, at the place\nat which the principal register is located.\n\n \n\nOur\nBoard may, in our absolute discretion, decline to register a transfer of any share (not being a fully paid up share) to a person of whom\nit does not approve or on which our Company has a lien. It may also decline to register a transfer of any share issued under any share\noption scheme upon which a restriction on transfer subsists or a transfer of any share to more than four joint holders.\n\n \n\nOur\nBoard may decline to recognise any instrument of transfer unless a certain fee, up to such maximum sum as Nasdaq may determine to be\npayable, is paid to our Company, the instrument of transfer is properly stamped (if applicable), is in respect of only one class of share\nand is lodged at our registered office or the place at which the principal register is located accompanied by the relevant share certificate(s)\nand such other evidence as our Board may reasonably require is provided to show the right of the transferor to make the transfer (and\nif the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do).\n\n \n\nThe\nregistration of transfers of shares or of any class of shares may, after compliance with any notice requirement of Nasdaq, be suspended\nat such times and for such periods (not exceeding in the whole thirty days in any year) as our Board may determine.\n\n \n\nFully\npaid shares shall be free from any restriction on transfer (except when permitted by Nasdaq) and shall also be free from all liens.\n\n \n\n**Procedures\non liquidation**\n\n \n\nA\nresolution that our Company be wound up by the court or be wound up voluntarily shall be a special resolution of our shareholders.\n\n \n\nSubject\nto any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being\nattached to any class or classes of shares:\n\n \n\n(i)\nif\nour Company is wound up, the surplus assets remaining after payment to all creditors shall be divided among the members in proportion\nto the capital paid up on the shares held by them respectively; and\n\n \n \n\n(ii)\nif\nour Company is wound up and the surplus assets available for distribution among the members are insufficient to repay the whole of\nthe paid-up capital, such assets shall be distributed, subject to the rights of any shares which may be issued on special terms and\nconditions, so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up on the shares\nheld by them, respectively.\n\n \n\n91\n\n \n\n \n\nIf\nour Company is wound up (whether the liquidation is voluntary or compelled by the court), the liquidator may, with the sanction of a\nspecial resolution and any other sanction required by the Companies Act, divide among the members in specie or kind the whole or any\npart of the assets of our Company, whether the assets consist of property of one kind or different kinds, and the liquidator may, for\nsuch purpose, set such value as he/she/it deems fair upon any one or more class or classes of property to be so divided and may determine\nhow such division shall be carried out as between the members or different classes of members and the members within each class. The\nliquidator may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator\nthinks fit, but so that no member shall be compelled to accept any shares or other property upon which there is a liability.\n\n \n\n**Calls\non Ordinary Shares and Forfeiture of Ordinary Shares**\n\n \n\nSubject\nto our Articles of Association and to the terms of allotment, our Board may, from time to time, make such calls as it thinks fit upon\nthe members in respect of any monies unpaid on the shares held by them respectively (whether on account of the nominal value of the shares\nor by way of premium) and not by the conditions of allotment of such shares made payable at fixed times. A call may be made payable either\nin one sum or by instalments. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for\npayment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding 20% per annum\nas our Board shall fix from the day appointed for payment to the time of actual payment, but our Board may waive payment of such interest\nwholly or in part. Our Board may, if it thinks fit, receive from any member willing to advance the same, either in money or money’s\nworth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him/her/it, and in respect of\nall or any of the monies so advanced our Company may pay interest at such rate (if any) not exceeding 20% per annum as our Board may\ndecide.\n\n \n\nIf\na member fails to pay any call or instalment of a call on the day appointed for payment, our Board may, for so long as any part of the\ncall or instalment remains unpaid, serve not less than 14 days’ notice on the member requiring payment of so much of the call or\ninstalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment.\nThe notice shall name a further day (not earlier than the expiration of 14 days from the date of the notice) on or before which the payment\nrequired by the notice is to be made, and shall also name the place where payment is to be made. The notice shall also state that, in\nthe event of non-payment at or before the appointed time, the shares in respect of which the call was made will be liable to be forfeited.\n\n \n\nIf\nthe requirements of any such notice are not complied with, any share in respect of which the notice has been given may at any time thereafter,\nbefore the payment required by the notice has been made, be forfeited by a resolution of our Board to that effect. Such forfeiture will\ninclude all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture.\n\n \n\nA\nperson whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall, nevertheless, remain\nliable to pay to our Company all monies which, at the date of forfeiture, were payable by him to our Company in respect of the shares\ntogether with (if our Board shall in our discretion so require) interest thereon from the date of forfeiture until payment at such rate\nnot exceeding 20% per annum as our Board may prescribe.\n\n \n\n**Redemption\nof Ordinary Shares**\n\n \n\nSubject\nto the Companies Act, our Articles of Association, and, where applicable, the Nasdaq listing rules or any other law or so far as not\nprohibited by any law and subject to any rights conferred on the holders of any class of Shares, any power of our Company to purchase\nor otherwise acquire all or any of its own Shares (which expression as used in the Articles of Association includes redeemable Shares)\nbe exercisable by our Board in such manner, upon such terms and subject to such conditions as it thinks fit.\n\n \n\nSubject\nto the Companies Act, our Articles of Association, and to any special rights conferred on the holders of any Shares or attaching to any\nclass of Shares, Shares may be issued on the terms that they may, at the option of our Company or the holders thereof, be liable to be\nredeemed on such terms and in such manner, including out of capital, as our Board may deem fit.\n\n \n\n92\n\n \n\n \n\n**Variations\nof Rights of Shares**\n\n \n\nSubject\nto the Companies Act and without prejudice to our Articles of Association, if at any time the share capital of our Company is divided\ninto different classes of shares, all or any of the special rights attached to any class of shares may (unless otherwise provided for\nby the terms of issue of the shares of that class) be varied, modified or abrogated with the sanction of a special resolution passed\nat a separate general meeting of the holders of the shares of that class. The provisions of the Articles of Association relating to general\nmeetings shall mutatis mutandis apply to every such separate general meeting, but so that the necessary quorum (whether at a separate\ngeneral meeting or at its adjourned meeting) shall be not less than a person or persons together holding (or, in the case of a member\nbeing a corporation, by our duly authorized representative) or representing by proxy not less than one-third in nominal value of the\nissued shares of that class. Every holder of shares of the class shall be entitled on a poll to one vote for every such share held by\nhim, and any holder of shares of the class present in person or by proxy may demand a poll.\n\n \n\nAny\nspecial rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights\nattaching to the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking *pari passu*therewith.\n\n \n\n**General\nMeetings of Shareholders**\n\n \n\nOur\nCompany must hold an annual general meeting each fiscal year other than the fiscal year of our Company’s adoption of our Articles\nof Association.\n\n \n\nExtraordinary\ngeneral meetings may be convened on the requisition of one or more members holding, at the date of deposit of the requisition, not less\nthan one tenth of the paid-up capital of our Company having the right of voting at general meetings. Such requisition shall be made in\nwriting to our Board or the secretary of our Company for the purpose of requiring an extraordinary general meeting to be called by our\nBoard for the transaction of any business specified in such requisition. Such meeting shall be held within two months after the deposit\nof such requisition. If within 21 days of such deposit, our Board fails to proceed to convene such meeting, the requisitionist(s) himself\n(themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of\nour Board shall be reimbursed to the requisitionist(s) by our Company.\n\n \n\nEvery\ngeneral meeting of our Company shall be called by at least 10 clear days’ notice in writing. The notice shall be exclusive of the\nday on which it is served or deemed to be served and of the day for which it is given, and must specify the time, place and agenda of\nthe meeting and particulars of the resolution(s) to be considered at that meeting and the general nature of that business.\n\n \n\nAlthough\na meeting of our Company may be called by shorter notice than as specified above, such meeting may be deemed to have been duly called\nif it is so agreed:\n\n \n\n(i)\nin\nthe case of an annual general meeting, by all members of our Company entitled to attend and vote thereat; and\n\n \n\n(ii)\nin\nthe case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting holding not\nless than 95% of the total voting rights at the meetings of all our shareholders.\n\n \n\nAll\nbusiness transacted at an extraordinary general meeting shall be deemed special business. All business shall also be deemed special business\nwhere it is transacted at an annual general meeting, with the exception of the election of Directors which shall be deemed ordinary business.\n\n \n\nNo\nbusiness other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present\nwhen the meeting proceeds to business, and continues to be present until the conclusion of the meeting.\n\n \n\nThe\nquorum for a general meeting shall be two members entitled to vote and present in person (or in the case of a member being a corporation,\nby our duly authorised representative) or by proxy representing not less than one-third (1/3) in nominal value of the total issued voting\nshares in our Company throughout the meeting.\n\n \n\n**Inspection\nof Books and Records**\n\n \n\nOur\nshareholders have no general right to inspect or obtain copies of the register of members or corporate records of our company. They will,\nhowever, have such rights as may be set out in our Articles of Association.\n\n \n\n93\n\n \n\n \n\n**Changes\nin Capital**\n\n \n\nSubject\nto the Companies Act, our shareholders may, by ordinary resolution:\n\n \n\n(a)\nincrease\nour share capital by new shares of the amount fixed by that ordinary resolution and with the attached rights, priorities and privileges\nset out in that ordinary resolution;\n\n \n \n\n(b)\nconsolidate\nand divide all or any of our share capital into shares of larger amount than our existing Shares;\n\n \n \n\n(c)\nsub-divide\nour Shares or any of them into our Shares of smaller amount than is fixed by our Memorandum and Articles of Association, so, however,\nthat in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the\nsame as it was in case of the share from which the reduced share is derived;\n\n \n \n\n(d)\ncancel\nany shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person\nand diminish the amount of our share capital by the amount of the shares so cancelled; and\n\n \n \n\n(e)\nconvert\nall or any of our paid-up shares into stock, and reconvert that stock into paid-up shares of any denomination.\n\n \n\nSubject\nto the Companies Act and to any rights for the time being conferred on the shareholders holding a particular class of shares, our shareholders\nmay, by special resolution, reduce our share capital or any capital redemption reserve in any way.\n\n \n\n**Differences\nin Corporate Law**\n\n \n\nThe\nCompanies Act is modeled after that of England and Wales but does not follow recent statutory enactments in England. In addition, the\nCompanies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the\nsignificant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated\nin the State of Delaware.\n\n \n\nThis\ndiscussion does not purport to be a complete statement of the rights of holders of our Ordinary Shares under applicable law in the Cayman\nIslands or the rights of holders of the common stock of a typical corporation under applicable Delaware law.\n\n \n\n**Mergers\nand Similar Arrangements**\n\n \n\nThe\nCompanies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman\nIslands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting\nof their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a “consolidation”\nmeans the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and\nliabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent\ncompany must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders\nof each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles\nof association. The plan must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency\nof the consolidated or surviving company, a statement setting out the assets and liabilities of each constituent company and an undertaking\nthat a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and\nthat notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for\na merger or consolidation which is effected in compliance with these statutory procedures.\n\n \n\nA\nmerger between a Cayman Islands parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution\nof shareholders. For this purpose a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote\nare owned by the parent company.\n\n \n\nThe\nconsent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived\nby a court in the Cayman Islands.\n\n \n\n94\n\n \n\n \n\nSave\nin certain circumstances, a dissentient shareholder of a Cayman constituent company is entitled to payment of the fair value of his shares\nupon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for\nthe right to seek relief on the grounds that the merger or consolidation is void or unlawful.\n\n \n\nSeparate\nfrom the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate\nthe reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a majority\nin number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths\nin value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy\nat a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned\nby the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction\nought not to be approved, the court can be expected to approve the arrangement if it determines that:\n\n \n\n●\nthe\nstatutory provisions as to the required majority vote have been met;\n\n \n \n\n●\nthe\nshareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion\nof the minority to promote interests adverse to those of the class;\n\n \n \n\n●\nthe\narrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest;\nand\n\n \n \n\n●\nthe\narrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.\n\n \n\nThe\nCompanies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient\nminority shareholder upon a tender offer. When a tender offer is made and accepted by holders of ninety percent (90%) of the shares affected\nwithin four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders\nof the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court\nof the Cayman Islands.\n\n \n\nIf\nan arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which\nwould otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash\nfor the judicially determined value of the shares.\n\n \n\n**Shareholders’\nSuits**\n\n \n\nIn\nprinciple, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder.\nHowever, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands\ncourt can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto)\nso that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company\nto challenge actions where:\n\n \n\n●\na\ncompany acts or proposes to act illegally or ultra vires;\n\n●\nthe\nact complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has\nnot been obtained; and\n\n●\nthose\nwho control the company are perpetrating a “fraud on the minority”.\n\n \n\n**Indemnification\nof Directors and Executive Officers and Limitation of Liability**\n\n \n\nCayman\nIslands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification\nof officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public\npolicy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Memorandum and Articles\nof Association provide that that we shall indemnify our Directors and Executive Officers against all actions, proceedings, costs, charges,\nexpenses, losses, damages or liabilities incurred or sustained by such Director or Executive Officer, other than by reason of such person’s\ndishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any\nmistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice\nto the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Director or Executive Officer in defending\n(whether successfully or otherwise) any civil proceedings concerning our Company or its affairs in any court whether in the Cayman Islands\nor elsewhere.\n\n \n\n95\n\n \n\n \n\nIn\naddition, we intend to enter into indemnification agreements with our Directors and Executive Officers that will provide such persons\nwith additional indemnification beyond that provided in our Memorandum and Articles of Association. Insofar as indemnification for liabilities\narising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions,\nwe have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act\nand is therefore unenforceable.\n\n \n\n**Directors’\nFiduciary Duties**\n\n \n\nUnder\nDelaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty\nhas two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care\nthat an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and\ndisclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires\nthat a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use\nhis or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best\ninterest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder\nand not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis,\nin good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption\nmay be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by\na director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.\n\n \n\nAs\na matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company\nand therefore it is considered that he owes the following duties to the company - a duty to act bona fide in the best interests of the\ncompany, a duty not to make a profit based on his or her position as director (unless the company permits him or her to do so) and a\nduty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty\nto a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered\nthat a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from\na person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with\nregard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.\n\n \n\n**Shareholder\nAction by Written Consent**\n\n \n\nUnder\nthe Delaware General Corporation Act, a corporation may eliminate the right of shareholders to act by written consent by amendment to\nits certificate of incorporation. Our Articles of Association provide that any action required or permitted to be taken at general meetings\nof our Company may only be taken upon the vote of shareholders at general meeting and shareholders may approve corporate matters by way\nof a unanimous written resolution without a meeting being held.\n\n \n\n**Shareholder\nProposals**\n\n \n\nUnder\nthe Delaware General Corporation Act, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided\nit complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other\nperson authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.\n\n \n\nThe\nCompanies Act does not provide shareholders with rights to requisition a general meeting nor any right to put any proposal before a general\nmeeting. However, these rights may be provided in a company’s articles of association. Our Articles of Association allow any one\nor more of our shareholders who together hold shares which carry in aggregate not less than one tenth of the paid up capital of our Company\nhaving the right of voting at general meetings to requisition an extraordinary general meeting of our shareholders, in which case our\nBoard is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Other\nthan this right to requisition a shareholders’ meeting, our Articles of Association do not provide our shareholders with any other\nright to put proposals before annual general meetings or extraordinary general meetings. As an exempted Cayman Islands company, we are\nnot obliged by law to call shareholders’ annual general meetings.\n\n \n\n96\n\n \n\n \n\n**Cumulative\nVoting**\n\n \n\nUnder\nthe Delaware General Corporation Act, cumulative voting for elections of directors is not permitted unless the corporation’s certificate\nof incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders\non a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single\ndirector, which increases the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands\nlaw, our Articles of Association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections\nor rights on this issue than shareholders of a Delaware corporation.\n\n \n\n**Removal\nof Directors**\n\n \n\nUnder\nthe Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval\nof a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our Articles\nof Association, our Directors may be removed by an ordinary resolution of our shareholders.\n\n \n\n**Transactions\nwith Interested Shareholders**\n\n \n\nThe\nDelaware General Corporation Act contains a business combination statute applicable to Delaware corporations whereby, unless the corporation\nhas specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging\nin certain business combinations with an “interested shareholder” for three years following the date that such person becomes\nan interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s\noutstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered\nbid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to\nthe date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination\nor the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware\ncorporation to negotiate the terms of any acquisition transaction with the target’s board of directors.\n\n \n\nCayman\nIslands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business\ncombination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders,\nit does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate\npurpose and not with the effect of constituting a fraud on the minority shareholders.\n\n \n\n**Dissolution;\nWinding Up**\n\n \n\nUnder\nthe Delaware General Corporation Act, unless the board of directors approves the proposal to dissolve, dissolution must be approved by\nshareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors\nmay it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to\ninclude in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.\n\n \n\nUnder\nCayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its\nmembers or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority\nto order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to\ndo so. Under the Companies Act and our Articles of Association, our company may be dissolved, liquidated or wound up by a special resolution\nof our shareholders.\n\n \n\n97\n\n \n\n \n\n**Variation\nof Rights of Shares**\n\n \n\nUnder\nthe Delaware General Corporation Act, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding\nshares of such class, unless the certificate of incorporation provides otherwise. Under our Articles of Association, if our share capital\nis divided into more than one class of shares, we may vary the rights attached to any class with the sanction of a special resolution\npassed at a separate meeting of the holders of the shares of that class.\n\n \n\n**Amendment\nof Governing Documents**\n\n \n\nUnder\nthe Delaware General Corporation Act, a corporation’s governing documents may be amended with the approval of a majority of the\noutstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law,\nour Memorandum and Articles of Association may only be amended by a special resolution of our shareholders.\n\n \n\n**Rights\nof Non-Resident or Foreign Shareholders**\n\n \n\nThere\nare no limitations imposed by our Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold\nor exercise voting rights on our Shares. In addition, there are no provisions in our Memorandum and Articles of Association governing\nthe ownership threshold above which shareholder ownership must be disclosed.\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**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 is a discussion of certain Cayman Islands, Hong Kong and United States income tax consequences of an investment in the Ordinary\nShares. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended\nas tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those\narising under Cayman Islands, Hong Kong and United States laws.\n\n \n\n**Cayman\nIslands Taxation**\n\n \n\nThe\nCayman Islands currently levy 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 our Company levied by\nthe Government of the Cayman Islands save for certain stamp duties which may be applicable, from time to time, on certain instruments.\nNo stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies save for those which hold interests\nin land in the Cayman Islands. There are no exchange control regulations or currency restrictions in effect in the Cayman Islands.\n\n \n\n**Hong\nKong Profits Taxation**\n\n \n\nNo\ntax is imposed in Hong Kong in respect of capital gains from the sale of property, such as our Ordinary Shares. Generally, gains arising\nfrom disposal of the Ordinary Shares which are held more than two years are considered capital in nature. However, trading gains from\nthe sale of property by persons carrying on a trade, profession or business in Hong Kong where such gains are derived from or arise in\nHong Kong from such trade, profession or business will be chargeable to Hong Kong profit tax. Liability for Hong Kong profits tax would\ntherefore arise in respect of trading gains from the sale of Ordinary Shares realized by persons in the course of carrying on a business\nof trading or dealing in securities in Hong Kong where the purchase or sale contracts are effected (being negotiated, concluded and/or\nexecuted) in Hong Kong. Effective from April 1, 2018, profits tax is levied on a two-tiered profits tax rate basis, 8.25% on assessable\nprofits up to HK$2,000,000, and 16.5% on any part of assessable profits over HK$2,000,000.\n\n \n\n98\n\n \n\n \n\nIn\naddition, Hong Kong does not impose withholding tax on gains derived from the sale of stock in Hong Kong companies and does not impose\nwithholding tax on dividends paid outside of Hong Kong by Hong Kong companies. Accordingly, investors will not be subject to Hong Kong\nwithholding tax with respect to a disposition of their Ordinary Shares or with respect to the receipt of dividends on their Ordinary\nShares, if any. No income tax treaty relevant to the acquiring, withholding or dealing in the Ordinary Shares exists between Hong Kong\nand the United States.\n\n** **\n\n**Material\nU.S. Federal Income Tax Considerations for U.S. Holders**\n\n \n\nThe\nfollowing discussion describes the material U.S. federal income tax consequences relating to the ownership and disposition of our Ordinary\nShares by U.S. Holders (as defined below). This discussion applies to U.S. Holders that purchased our Ordinary Shares pursuant to our\nIPO and hold such Ordinary Shares as capital assets. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended,\nU.S. Treasury regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as in effect on the date\nhereof and all of which are subject to change, possibly with retroactive effect. This discussion does not address all of the U.S. federal\nincome tax consequences that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject\nto special treatment under U.S. federal income tax law (such as certain financial institutions; insurance companies; dealers or traders\nin securities or other persons that generally mark their securities to market for U.S. federal income tax purposes; tax-exempt entities\nor governmental organizations; retirement plans; regulated investment companies; real estate investment trusts; grantor trusts; brokers,\ndealers, or traders in securities, commodities, currencies, or notional principal contracts; certain former citizens or long-term residents\nof the United States; persons who hold our Ordinary Shares as part of a “straddle,” “hedge,” “conversion\ntransaction,” “synthetic security,” or integrated investment; persons that have a “functional currency”\nother than the U.S. dollar; persons that own directly, indirectly, or through attribution 10% or more of the voting power of our Ordinary\nShares; corporations that accumulate earnings to avoid U.S. federal income tax; partnerships and other pass-through entities; and investors\nin such pass-through entities). This discussion does not address any U.S. state or local or non-U.S. tax consequences or any U.S. federal\nestate, gift, or alternative minimum tax consequences.\n\n \n\nAs\nused in this discussion, the term “U.S. Holder” means a beneficial owner of our Ordinary Shares who is, for U.S. federal\nincome tax purposes, (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or entity treated as a\ncorporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof,\nor the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or\n(iv) a trust (x) with respect to which a court within the United States is able to exercise primary supervision over its administration\nand one or more U.S. persons has the authority to control all of its substantial decisions, or (y) that has elected under applicable\nU.S. Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes.\n\n \n\nIf\nan entity treated as a partnership for U.S. federal income tax purposes holds our Ordinary Shares, the U.S. federal income tax consequences\nrelating to an investment in such Ordinary Shares will depend in part upon the status and activities of such entity and the particular\npartner. Any such entity should consult its own tax advisor regarding the U.S. federal income tax consequences applicable to it and its\npartners of the purchase, ownership, and disposition of our Ordinary Shares.\n\n \n\nPersons\nconsidering an investment in our Ordinary Shares should consult their own tax advisors as to the particular tax consequences applicable\nto them relating to the purchase, ownership, and disposition of our Ordinary Shares, including the applicability of U.S. federal, state,\nand local tax laws and non-U.S. tax laws.\n\n \n\n**Passive\nForeign Investment Company (“PFIC”) Consequences**\n\n \n\nIn\ngeneral, a corporation organized outside the United States will be treated as a PFIC for any taxable year in which either (i) at least\n75% of its gross income is “passive income” (“PFIC income test”), or (ii) on average at least 50% of its assets,\ndetermined on a quarterly basis, are assets that produce passive income or are held for the production of passive income (“PFIC\nasset test”). Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents, and\ngains from the sale or exchange of property that gives rise to passive income. Assets that produce or are held for the production of\npassive income generally include cash (even if held as working capital or raised in a public offering), marketable securities, and other\nassets that may produce passive income. Generally, in determining whether a non-U.S. corporation is a PFIC, a proportionate share of\nthe income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into\naccount.\n\n \n\n99\n\n \n\n \n\nAlthough\nPFIC status is determined on an annual basis and generally cannot be determined until the end of a taxable year, based on the nature\nof our current and expected income and the current and expected value and composition of our assets, we do not presently expect to be\na PFIC for our current taxable year or the foreseeable future. However, there can be no assurance given in this regard because the determination\nof whether we are or will become a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition\nof our income and assets. In addition, there can be no assurance that the IRS will agree with our conclusion or that the IRS would not\nsuccessfully challenge our position.\n\n \n\nIf\nwe are a PFIC in any taxable year during which a U.S. Holder owns our Ordinary Shares, the U.S. Holder could be liable for additional\ntaxes and interest charges under the “PFIC excess distribution regime” upon (i) a distribution paid during a taxable year\nthat is greater than 125% of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s\nholding period for our Ordinary Shares; and (ii) any gain recognised on a sale, exchange, or other disposition, including a pledge, of\nour Ordinary Shares, whether or not we continue to be a PFIC. Under the PFIC excess distribution regime, the tax on such distribution\nor gain would be determined by allocating the distribution or gain ratably over the U.S. Holder’s holding period for our Ordinary\nShares. The amount allocated to the current taxable year (i.e., the year in which the distribution occurs or the gain is recognised)\nand any year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income earned in the current taxable year.\nThe amount allocated to other taxable years will be taxed at the highest marginal rates in effect for individuals or corporations, as\napplicable, to ordinary income for each such taxable year, and an interest charge, generally applicable to underpayments of tax, will\nbe added to the tax.\n\n \n\nIf\nwe are a PFIC for any year during which a U.S. Holder holds our Ordinary Shares, we must generally continue to be treated as a PFIC by\nthat holder for all succeeding years during which the U.S. Holder holds such Ordinary Shares, unless we cease to meet the requirements\nfor PFIC status and the U.S. Holder makes a “deemed sale” election with respect to our Ordinary Shares. If the election is\nmade, the U.S. Holder will be deemed to sell our Ordinary Shares it holds at their fair market value on the last day of the last taxable\nyear in which we qualified as a PFIC, and any gain recognised from such deemed sale would be taxed under the PFIC excess distribution\nregime. After the deemed sale election, the U.S. Holder’s Ordinary Shares would not be treated as shares of a PFIC unless we subsequently\nbecome a PFIC.\n\n \n\nIf\nwe are a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares and one of our non-U.S. subsidiaries is also\na PFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the\nlower-tier PFIC and would be taxed under the PFIC excess distribution regime on distributions by the lower-tier PFIC and on gain from\nthe disposition of shares of the lower-tier PFIC even though such U.S. Holder would not receive the proceeds of those distributions or\ndispositions. Any of our non-U.S. subsidiaries that have elected to be disregarded as entities separate from us or as partnerships for\nU.S. federal income tax purposes would not be corporations under U.S. federal income tax law and, accordingly, cannot be classified as\nlower-tier PFICs. However, non-U.S. subsidiaries that have not made the election may be classified as a lower-tier PFIC if we are a PFIC\nduring your holding period and the subsidiary meets the PFIC income test or PFIC asset test. Each U.S. Holder is advised to consult its\ntax advisors regarding the application of the PFIC rules to any of our non-U.S. subsidiaries.\n\n \n\nIf\nwe are a PFIC, a U.S. Holder will not be subject to tax under the PFIC excess distribution regime on distributions or gain recognised\non our Ordinary Shares if a valid “mark-to-market” election is made by the U.S. Holder for our Ordinary Shares. An electing\nU.S. Holder generally would take into account, as ordinary income each year, the excess of the fair market value of our Ordinary Shares\nheld at the end of such taxable year over the adjusted tax basis of such Ordinary Shares. The U.S. Holder would also take into account,\nas an ordinary loss each year, the excess of the adjusted tax basis of such Ordinary Shares over their fair market value at the end of\nthe taxable year, but only to the extent of the excess of amounts previously included in income over ordinary losses deducted as a result\nof the mark-to-market election. The U.S. Holder’s tax basis in our Ordinary Shares would be adjusted to reflect any income or loss\nrecognised as a result of the mark-to-market election. Any gain from a sale, exchange, or other disposition of our Ordinary Shares in\nany taxable year in which we are a PFIC would be treated as ordinary income, and any loss from such sale, exchange, or other disposition\nwould be treated first as ordinary loss (to the extent of any net mark-to-market gains previously included in income) and thereafter\nas capital loss. If, after having been a PFIC for a taxable year, we cease to be classified as a PFIC because we no longer meet the PFIC\nincome test or PFIC asset test, the U.S. Holder would not be required to take into account any latent gain or loss in the manner described\nabove, and any gain or loss recognised on the sale or exchange of the Ordinary Shares would be classified as a capital gain or loss.\n\n \n\n100\n\n \n\n \n\nA\nmark-to-market election is available to a U.S. Holder only for “marketable stock.” Generally, stock will be considered marketable\nstock if it is “regularly traded” on a “qualified exchange” within the meaning of applicable U.S. Treasury regulations.\nA class of stock is regularly traded during any calendar year during which such class of stock is traded, other than in *de minimis*quantities, on at least 15 days during each calendar quarter.\n\n \n\nOur\nOrdinary Shares will be marketable stock as long as they remain listed on the Nasdaq Capital Market and are regularly traded. A mark-to-market\nelection will not apply to the Ordinary Shares for any taxable year during which we are not a PFIC, but it will remain in effect with\nrespect to any subsequent taxable year in which we become a PFIC. Such election will not apply to any of our non-U.S. subsidiaries. Accordingly,\na U.S. Holder may continue to be subject to tax under the PFIC excess distribution regime with respect to any lower-tier PFICs notwithstanding\nthe U.S. Holder’s mark-to-market election for the Ordinary Shares.\n\n \n\nOur\nCompany and all distributions, interest, and other amounts paid by us in respect to our shares to persons who are not resident in the\nCayman Islands are exempt from all provisions of the Income Tax Ordinance in the Cayman Islands. No estate, inheritance, succession,\nor gift tax, rate, duty, levy, or other charge is payable by persons who are not resident in the Cayman Islands with respect to any of\nour shares, debt obligations, or other securities. All instruments relating to transactions in respect to our shares, debt obligations,\nor other securities and all instruments relating to other transactions relating to our business are exempt from payment of stamp duty\nin the Cayman Islands, except for those which hold interests in land in the Cayman Islands. There are currently no withholding taxes\nor exchange control regulations in the Cayman Islands applicable to us or our shareholders.\n\n \n\nThe\ntax consequences that would apply if we are a PFIC would also be different from those described above if a U.S. Holder were able to make\na valid qualified electing fund (“QEF”) election. As we do not expect to provide U.S. Holders with the information necessary\nfor a U.S. Holder to make a QEF election, prospective investors should assume that a QEF election will not be available.\n\n \n\nThe\nU.S. federal income tax rules relating to PFICs are very complex. Prospective U.S. investors are strongly urged to consult their own\ntax advisors with respect to the impact of PFIC status on the purchase, ownership, and disposition of our Ordinary Shares, the consequences\nto them of an investment in a PFIC, any elections available with respect to the Ordinary Shares, and the IRS information reporting obligations\nwith respect to the purchase, ownership, and disposition of Ordinary Shares of a PFIC.\n\n \n\n**Distributions**\n\n \n\nSubject\nto the discussion above under “PFIC Consequences,” a U.S. Holder that receives a distribution with respect to our Ordinary\nShares generally will be required to include the gross amount of such distribution in gross income as a dividend when actually or constructively\nreceived to the extent of the U.S. Holder’s pro rata share of our current and/or accumulated earnings and profits (as determined\nunder U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because it exceeds\nthe U.S. Holder’s pro rata share of our current and accumulated earnings and profits, it will be treated first as a tax-free return\nof capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s Ordinary Shares. To the extent the distribution\nexceeds the adjusted tax basis of the U.S. Holder’s Ordinary Shares, the remainder will be taxed as capital gain. Because we may\nnot account for our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect all distributions\nto be reported to them as dividends.\n\n \n\nDistributions\non our Ordinary Shares that are treated as dividends generally will constitute income from sources outside the United States for foreign\ntax credit purposes and generally will constitute passive category income. Such dividends will not be eligible for the “dividends\nreceived” deduction generally allowed to corporate shareholders with respect to dividends received from U.S. corporations. Dividends\npaid by a “qualified foreign corporation” to certain non-corporate U.S. Holders may be eligible for taxation at a reduced\ncapital gains rate rather than the marginal tax rates generally applicable to ordinary income, provided that a holding period requirement\n(more than 60 days of ownership, without protection from the risk of loss, during the 121-day period beginning 60 days before the ex-dividend\ndate) and certain other requirements are met. Each U.S. Holder is advised to consult its tax advisors regarding the availability of the\nreduced tax rate on dividends to its particular circumstances. However, if we are a PFIC for the taxable year in which the dividend is\npaid or the preceding taxable year (see discussion above under “PFIC Consequences”), we will not be treated as a qualified\nforeign corporation, and therefore, the reduced capital gains tax rate described above will not apply.\n\n \n\n101\n\n \n\n \n\nDividends\nwill be included in a U.S. Holder’s income on the date of the depositary’s receipt of the dividend. The amount of any dividend\nincome paid in Cayman Islands dollars will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date\nof receipt, regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars\non the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect to the dividend income.\nA U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.\n\n \n\nA\nnon-U.S. corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the\npreceding taxable year) generally will be considered to be a qualified foreign corporation with respect to any dividend it pays on Ordinary\nShares that are readily tradable on an established securities market in the United States.\n\n \n\n**Sale,\nExchange or Other Disposition of Our Ordinary Shares**\n\n \n\nSubject\nto the discussion above under “PFIC Consequences,” a U.S. Holder generally will recognize capital gain or loss for U.S. federal\nincome tax purposes upon the sale, exchange, or other disposition of our Ordinary Shares in an amount equal to the difference, if any,\nbetween the amount realized (i.e., the amount of cash plus the fair market value of any property received) on the sale, exchange, or\nother disposition and such U.S. Holder’s adjusted tax basis in the Ordinary Shares. Such capital gain or loss generally will be\nlong-term capital gain taxable at a reduced rate for non-corporate U.S. Holders or long-term capital loss if, on the date of sale, exchange,\nor other disposition, the Ordinary Shares were held by the U.S. Holder for more than one year. Any capital gain of a non-corporate U.S.\nHolder that is not long-term capital gain is taxed at ordinary income rates. The deductibility of capital losses is subject to limitations.\nAny gain or loss recognised from the sale or other disposition of our Ordinary Shares will generally be gain or loss from sources within\nthe United States for U.S. foreign tax credit purposes.\n\n \n\n**Medicare\nTax**\n\n \n\nCertain\nU.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% tax\non all or a portion of their net investment income, which may include their gross dividend income and net gains from the disposition\nof our Ordinary Shares. If you are a U.S. person that is an individual, estate or trust, you are encouraged to consult your tax advisor\nregarding the applicability of this Medicare tax to your income and gains in respect to your investment in our Ordinary Shares.\n\n \n\n**Information\nReporting and Backup Withholding**\n\n \n\nU.S.\nHolders may be required to file certain U.S. information reporting returns with the IRS with respect to an investment in our Ordinary\nShares, including, among others, IRS Form 8938 (Statement of Specified Foreign Financial Assets). As described above under “PFIC\nConsequences,” each U.S. Holder who is a shareholder of a PFIC must file an annual report containing certain information. U.S.\nHolders paying more than US$100,000 for our Ordinary Shares may be required to file IRS Form 926 (Return by a U.S. Transferor of Property\nto a Foreign Corporation) reporting this payment. Substantial penalties may be imposed upon a U.S. Holder that fails to comply with the\nrequired information reporting.\n\n \n\nDividends\non and proceeds from the sale or other disposition of our Ordinary Shares may be reported to the IRS unless the U.S. Holder establishes\na basis for exemption. Backup withholding may apply to amounts subject to reporting if the holder (i) fails to provide an accurate U.S.\ntaxpayer identification number or otherwise establish a basis for exemption, or (ii) is described in certain other categories of persons.\nHowever, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules.\n\n \n\nBackup\nwithholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or\na credit against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished by the U.S. Holder\non a timely basis to the IRS.\n\n \n\nU.S.\nHolders should consult their own tax advisors regarding the backup withholding tax and information reporting rules.\n\n \n\n102\n\n \n\n \n\n**EACH\nPROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN OUR ORDINARY SHARES\nIN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.**\n\n \n\nProspective\ninvestors should consult their professional advisers on the possible tax consequences of buying, holding or selling any Ordinary Shares\nunder the laws of their country of citizenship, residence or domicile.\n\n \n\n**Dividends\nand Dividend Policy**\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 Cayman Islands Companies Act and our Memorandum and\nArticles of Association as well as any other applicable laws. Currently, we do not have any predetermined dividend distribution ratio.\n\n \n\nIf\nour 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**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."}