{"url_path":"/sec/mgn/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/1995075/0001213900-26-057595-index.html","accession_number":"0001213900-26-057595","cik":"0001995075","ticker":"MGN","issuer_name":"Megan Holdings Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1995075/0001213900-26-057595-index.html","primary_entity_key":"0001995075","primary_entity_name":"Megan Holdings Ltd."},"word_count":14840,"has_tables":true,"body_markdown":"**Item\n10. Additional Information**\n\n \n\n**10.A. Share capital**\n\n \n\nNot applicable for annual reports on Form 20-F.\n\n \n\n**10.B. Memorandum and articles of association**\n\n \n\nThe following description of our share capital\nand provisions of our Second Amended and Restated Memorandum and Articles of Association are summaries and do not purport to be complete.\nReference is made to our Second Amended and Restated Memorandum and Articles of Association, copies of which are filed as an exhibit\nto this annual report.\n\n \n\nWe were incorporated as an exempted company with\nlimited liability under the Companies Act on December 7, 2022. A Cayman Islands exempted company:\n\n  \n\n●is a company that\nconducts its business mainly outside the Cayman Islands;\n\n  \n\n●is prohibited\nfrom trading in the Cayman Islands with any person, firm or corporation except in furtherance\nof the business of the exempted company carried on outside the Cayman Islands (and for this\npurpose can effect and conclude contracts in the Cayman Islands and exercise in the Cayman\nIslands all of its powers necessary for the carrying on of its business outside the Cayman\nIslands);\n\n  \n\n●does not have\nto hold an annual general meeting;\n\n  \n\n●does not have\nto make its register of members open to inspection by shareholders of that company;\n\n  \n\n●may obtain an\nundertaking against the imposition of any future taxation;\n\n  \n\n●may register by\nway of continuation in another jurisdiction and be deregistered in the Cayman Islands;\n\n  \n\n●may register as\na limited duration company; and\n\n  \n\n●may register as\na segregated portfolio company.\n\n** **\n\n94\n\n \n\n** **\n\n**Class A Ordinary Shares and Class B Ordinary\nShares**\n\n \n\nAs of the date of this annual report, our authorized\nshare capital is US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each, comprising (a) 450,000,000 Class\nA Ordinary Shares of a par value of US$0.0001 each and (b) 50,000,000 Class B Ordinary Shares of a par value of US$0.0001 each.\n\n \n\nSubject to the provisions of the Second Amended\nand Restated Memorandum and Articles of Association and where applicable the Nasdaq rules, all shares for the time being unissued shall\nbe under the control of the directors who may, in their absolute discretion and without the approval of the shareholders, cause the company\nto: (a) issue, allot, or otherwise dispose of shares (including, without limitation, preferred shares) (whether in certificated form\nor non-certificated form) to such persons, in such manner, at such times and on such terms and having such rights and being subject to\nsuch restrictions as they may from time to time determine; (b) grant rights over shares or other securities to be issued in one or more\nclasses or series as they deem necessary or appropriate and determine the designations, powers, preferences, privileges and other rights\nattaching to such shares or securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation\npreferences, any or all of which may be greater than the powers, preferences, privileges and rights associated with the then issued and\noutstanding shares, at such times and on such other terms as they think proper; and (c) grant options with respect to shares and issue\nwarrants or similar instruments with respect thereto, at such times and on such terms and having such rights and being subject to such\nrestrictions as they may from time to time determine.\n\n \n\n**Listing**\n\n \n\nOur Class A Ordinary Shares are listed on the\nNasdaq Capital Market under the symbol “MGN”.\n\n** **\n\n**Transfer Agent**\n\n \n\nThe transfer agent for our Class A Ordinary Shares\nis VStock Transfer, at 18 Lafayette Pl, Woodmere, NY 11598, USA.\n\n** **\n\n**Dividends**\n\n \n\nThe Directors may from time to time declare dividends\n(including interim dividends) and distributions on shares of the Company issued and outstanding and authorise payment of the same out\nof the funds of the Company lawfully available therefor. In addition to the foregoing and subject to any rights and restrictions for\nthe time being attached to any shares, the shareholders of the Company may by ordinary resolution declare a dividend, but no dividend\nmay exceed the amount recommended by the Directors.\n\n \n\nUnder Cayman Islands law, a Cayman Islands company\nmay pay a dividend either out of profit or share premium account, provided that in no circumstances may a dividend be paid if the dividend\npayment would result in the company being unable to pay its debts as they fall due in the ordinary course of business. The Directors\nmay determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which may consist of the shares\nor securities of any other company) and may settle all questions concerning such distribution.\n\n \n\nNo dividend shall bear interest against the Company.\n\n** **\n\n95\n\n \n\n** **\n\n**Voting Rights**\n\n \n\nEach Class A Ordinary Share shall entitle the\nholder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall\nentitle the holder thereof to fifty (50) votes on all matters subject to vote at general meetings of the Company. At any general meeting\na resolution put to the vote of the meeting shall be decided by poll.\n\n \n\nAn ordinary resolution means a resolution: (a)\npassed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are\nallowed, by proxy or, in the case of corporations, by their duly authorized representatives, at a general meeting of the Company held\nin accordance with our memorandum and articles of association (in computing the majority regard shall be had to the number of votes to\nwhich each shareholder is entitled by our memorandum and articles of association); or (b) approved in writing by all of the shareholders\nentitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the shareholders and the\neffective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than\none, is executed.\n\n \n\nA special resolution means a special resolution\nof the Company passed in accordance with the Companies Act, being a resolution: (a) passed by not less than two-thirds of the votes cast\nby such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations,\nby their duly authorized representatives, at a general meeting of the Company of which notice specifying the intention to propose the\nresolution as a special resolution has been duly given; or (b) approved in writing by all of the shareholders entitled to vote at\na general meeting of the Company in one or more instruments each signed by one or more of the shareholders and the effective date of\nthe special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed.\n\n \n\nUnder Cayman Islands law, certain matters, such\nas amending the memorandum and articles of association, changing the name or resolving to be registered by way of continuation in a jurisdiction\noutside the Cayman Islands, require the approval of shareholders by a special resolution.\n\n** **\n\n**Variation of Rights of Shares**\n\n \n\nWhenever the capital of our Company is divided\ninto different classes the rights attached to any such class may, subject to any rights or restrictions for the time being attached to\nany class, only be materially and adversely varied with the consent in writing of the holders of two-thirds of the issued shares of that\nclass or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. The rights\nconferred upon the holders of the shares of any class issued with preferred or other rights shall not, subject to any rights or restrictions\nfor the time being attached to the shares of that class, be deemed to be materially and adversely varied by, inter alia, the creation,\nallotment or issue of further shares ranking *pari passu* with or subsequent to them or the redemption or purchase of any shares\nof any class by our Company.\n\n** **\n\n**Alteration of Share Capital**\n\n \n\nSubject to the Cayman Companies Act, the Company\nmay, by ordinary resolution:\n\n \n\n(a)increase its share\ncapital by new shares of such amount as it thinks appropriate;\n\n  \n\n(b)consolidate and divide\nall or any of its share capital into shares of a larger amount than its existing shares;\n\n \n\n96\n\n \n\n \n\n(c)divide its shares\ninto several classes and without prejudice to any special rights previously conferred on\nthe holders of existing shares attach thereto respectively any preferential, deferred, qualified\nor special rights, privileges, conditions or such restrictions which in the absence of any\nsuch determination by the Company in general meeting, as the directors may determine provided\nalways that, for the avoidance of doubt, where a class of shares has been authorised by the\ncompany, no resolution of the Company in general meeting is required for the issuance of\nshares of that class and the directors may issue shares of that class and determine such\nrights, privileges, conditions or restrictions attaching thereto as aforesaid, and further\nprovided that where the company issues shares which do not carry voting rights, the words\n“non-voting” shall appear in the designation of such shares and where the equity\ncapital includes shares with different voting rights, the designation of each class of shares,\nother than those with the most favourable voting rights, must include the words “restricted\nvoting” or “limited voting”;\n\n  \n\n(d)subdivide its shares,\nor any of them, into shares of an amount smaller than that fixed by our memorandum and articles\nof association, provided that in the subdivision the proportion between the amount paid and\nthe amount, if any, unpaid on each reduced share shall be the same as it was in case of the\nshare from which the reduced share is derived; and\n\n  \n\n(e)cancel any shares\nthat, at the date of the passing of the resolution, have not been taken or agreed to be taken\nby any person and diminish the amount of its share capital by the amount of the shares so\ncancelled.\n\n \n\nSubject to the Companies Act and to any rights\nfor the time being conferred on the shareholders holding a particular class of shares, our shareholders may by special resolution, reduce\nour share capital in any manner authorized by the Companies Act.\n\n** **\n\n**Pre-emption Rights**\n\n \n\nOur Second Amended and Restated Memorandum and\nArticles of Association do not contain any provisions relating to pre-emption rights and there are no statutory rights of pre-emption\nunder Cayman Islands law.\n\n** **\n\n**Forfeiture or Surrender of Shares**\n\n \n\nSubject to the terms of the allotment, the directors\nmay from time to time make calls upon the shareholders in respect of any moneys unpaid on their shares, and each shareholder shall (subject\nto receiving at least fourteen calendar days’ notice specifying the time or times of payment) pay to the Company at the time or\ntimes so specified the amount called on such shares. If a shareholder fails to pay any call or instalment of a call in respect of partly\npaid shares on the day appointed for payment, the directors may, at any time thereafter during such time as any part of such call\nor instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with\nany interest which may have accrued. The notice shall name a further day (not earlier than the expiration of fourteen calendar\ndays from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event\nof non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.\n\n \n\nA forfeited share may be sold or otherwise disposed\nof on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled\non such terms as the Directors think fit.\n\n \n\nA person whose shares have been forfeited shall\ncease to be a shareholder in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all monies\nwhich, at the date of forfeiture were payable by him to the Company in respect of the shares together with interest thereon, but his\nliability shall cease if and when the Company shall have received payment in full of all monies whenever payable in respect of the shares.\n\n \n\nA certificate in writing under the hand of one\nDirector or the secretary of the Company that a share in the Company has been duly forfeited on a date stated in the declaration shall\nbe conclusive evidence of the fact therein stated as against all persons claiming to be entitled to the share. The Company may receive\nthe consideration given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person\nto whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share and shall not be bound to see\nto the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the\nproceedings in reference to the forfeiture, sale or disposal of the share.\n\n \n\n97\n\n \n\n \n\nThe provisions of the Second Amended and Restated\nMemorandum and Articles of Association as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue\nof a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium as if the same\nhad been payable by virtue of a call duly made and notified.\n\n \n\nThe Directors may accept the surrender for no\nconsideration of any fully paid share.\n\n** **\n\n**Share Premium Account**\n\n \n\nSubject to the Companies Act, the Directors may:\n(a) resolve to capitalise an amount standing to the credit of reserves (including a share premium account, capital redemption reserve\nand profit and loss account), which is available for distribution; (b) appropriate the sum resolved to be capitalised to the shareholders\nin proportion to the nominal amount of shares (whether or not fully paid) held by them respectively and apply that sum on their behalf\nin or towards: (i) paying up the amounts (if any) for the time being unpaid on shares held by them respectively, or (ii) paying up in\nfull unissued shares or debentures of a nominal amount equal to that sum, and allot the shares or debentures, credited as fully paid,\nto the shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the share premium\naccount, the capital redemption reserve and profits which are not available for distribution may only be applied in paying up unissued\nshares to be allotted to shareholders credited as fully paid; (c) make any arrangements they think fit to resolve a difficulty arising\nin the distribution of a capitalised reserve and in particular, without limitation, where shares or debentures become distributable in\nfractions the Directors may deal with the fractions as they think fit; (d) authorise a person to enter (on behalf of all the shareholders\nconcerned) into an agreement with the Company providing for either: (i) the allotment to the shareholders respectively, credited as fully\npaid, of shares or debentures to which they may be entitled on the capitalisation, or (ii) the payment by the Company on behalf of the\nshareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of\nthe amounts remaining unpaid on their existing shares, and any such agreement made under this authority being effective and binding on\nall those shareholders; and (e) generally do all acts and things required to give effect to the resolution.\n\n** **\n\n**Redemption and Purchase of Own Shares**\n\n \n\nSubject to the provisions of the Companies Act\nand our Second Amended and Restated Memorandum and Articles of Association, we may by action of our directors: (a) issue shares that\nare to be redeemed or liable to be redeemed, at our option or the shareholder, in such manner and upon such terms as may be determined,\nbefore the issue of such shares, by our directors; (b) purchase our own shares (including any redeemable shares) on such terms and in\nsuch manner and terms as have been approved by the directors, or are otherwise authorized by our memorandum and articles of association;\nand (c) make a payment in respect of the redemption or purchase of its own shares in any manner permitted by the Companies Act, including\nout of capital. Under the Companies Act, the redemption or repurchase of any share may be paid out of our Company’s profits, share\npremium or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital if our\nCompany can, immediately following the date on which the payment out of capital is proposed to be made, pay its debts as they fall due\nin the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless it is\nfully paid up, or (b) if such redemption or repurchase would result in there being no shares outstanding. In addition, our directors\nmay accept the surrender of any fully paid share for no consideration.\n\n** **\n\n**Transfer of Shares**\n\n \n\nSubject to any applicable requirements set forth\nin our Second Amended and Restated Memorandum and Articles of Association and provided that a transfer of ordinary shares complies with\napplicable rules of the Nasdaq, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer\nin the usual or common form or in a form prescribed by Nasdaq or in any other form approved by our board of directors, executed by or\non behalf of the transferor and if in respect of a nil or partly paid up share, or if so required by the directors, shall also be executed\non behalf of the transferee and shall be accompanied by the certificate (if any) of the shares to which it relates and such other evidence\nas the directors may reasonably require to show the right of the transferor to make the transfer.\n\n \n\nThe transferor shall be deemed to remain a shareholder\nuntil the name of the transferee is entered in the register of members in respect of the relevant shares.\n\n \n\n98\n\n \n\n \n\nIf our directors refuse to register a transfer\nthey shall, within two calendar months after the date on which the instrument of transfer was lodged, send to each of the transferor\nand the transferee notice of such refusal.\n\n \n\nThe registration of transfers may, after compliance\nwith any notice required by the applicable rules of the Nasdaq, be suspended and our register of members closed at such times and for\nsuch periods as our board of directors may in their absolute discretion, from time to time determine, provided always that such registration\nof transfer shall not be suspended nor the register of members closed for more than thirty calendar days in any calendar year.\n\n** **\n\n**Inspection of Books and Records**\n\n \n\nHolders of our Class A Ordinary Shares will have\nno general right under Cayman Islands law to inspect or obtain copies of our register of members or our corporate records (save for our\nregister of mortgages and charges, our memorandum and articles of association and special resolutions of our shareholders). Under Cayman\nIslands law, the names of current directors of our Company can be obtained from a search conducted at the Registrar of Companies in the\nCayman Islands.\n\n** **\n\n**General Meetings**\n\n \n\nAs a Cayman Islands exempted company, we are\nnot obliged by the Companies Act to call shareholders’ annual general meetings.\n\n \n\nThe Second Amended and Restated Memorandum and\nArticles of Association provide that we may (but shall not be obliged to) in each calendar year hold a general meeting as our annual\ngeneral meeting and shall specify the meeting as such in the notices calling it, and the annual general meeting will be held at such\ntime and place as may be determined by our directors. Each general meeting, other than an annual general meeting, shall be an extraordinary\ngeneral meeting. The chairman or a majority of the directors (acting by a resolution of the board) may call general meetings. General\nmeetings shall also be convened on the written requisition of one or more of the shareholders holding at the date of deposit of the requisition\nshares which carry in aggregate not less than one-tenth (1/10) of the total number of votes attaching to all issued and outstanding shares\nthat as at the date of the deposit carry the right to vote at general meetings of the Company, specifying the objects of the meeting\nand signed by each of the shareholders making the requisition and deposited at the registered office. If there are no directors as at\nthe date of the deposit of the shareholders’ requisition, or if the directors do not within twenty-one (21) calendar days from\nthe date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one (21) calendar\ndays, those shareholders who requested the meeting or any of them representing more than one-half of the total voting rights of all of\nthem may convene the general meeting themselves, but any meeting so convened shall not be held after the expiration of three calendar\nmonths after the expiration of the said twenty-one (21) calendar days.\n\n \n\nAt least ten (10) clear days’ notice shall\nbe given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day\nfor which it is given and shall specify, among other things, the place, the day and the hour of the meeting and the general nature of\nthe business. In addition, if a resolution is proposed as a special resolution, the notice specifying the intention to propose the resolution\nas a special resolution must be duly given. Notice of every general meeting shall be given to (a) all shareholders holding shares with\nthe right to receive notice and who have supplied to the Company an address for the giving of notices to them; and (b) every person entitled\nto a share in consequence of the death or bankruptcy of a shareholder, who but for his death or bankruptcy would be entitled to receive\nnotice of the meeting.\n\n \n\nSubject to the Second Amended and Restated Memorandum\nand Articles of Association, a general meeting of the Company shall, whether or not the notice has been given and whether or not the\nprovisions of the Second Amended and Restated Memorandum and Articles of Association regarding general meetings have been complied with,\nbe deemed to have been duly convened if it is so agreed: (a) in the case of an annual general meeting, by all the shareholders (or their\nproxies) entitled to attend and vote thereat; and (b) in the case of an extraordinary general meeting, by holders of two-thirds of the\nshareholders having a right to attend and vote at the meeting present or, in the case of a corporation or other non-natural person, represented\nby its duly authorized representative or proxy.\n\n \n\nA quorum shall consist of the presence (whether\nin person or represented by proxy) of one or more shareholders holding shares which carry in aggregate (or representing by proxy) not\nless than a majority of all votes attaching to all shares in issue and entitled to vote at such general meeting.\n\n \n\n99\n\n \n\n \n\nIf within half an hour from the time appointed\nfor the meeting a quorum is not present, the meeting shall be dissolved. The chairman of any general meeting at which a quorum is present\nmay with the consent of the meeting (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to\nplace, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which\nthe adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen calendar days or more, notice of the adjourned\nmeeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment\nor of the business to be transacted at an adjourned meeting.\n\n \n\nAt any general meeting a resolution put to the\nvote of the meeting shall be decided by poll. In the case of an equality of votes, the chairman of the meeting shall be entitled to a\nsecond or casting vote. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class\non all resolutions submitted to a vote by the shareholders. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote\non all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof to\nfifty (50) votes on all matters subject to vote at general meetings of the Company.\n\n** **\n\n**Directors**\n\n \n\nUnless otherwise determined by the Company in\ngeneral meeting, the number of Directors shall not be less than two (2) Directors, the exact number of Directors to be determined\nfrom time to time by the board of Directors.\n\n \n\nThe Company may by ordinary resolution appoint\nany person to be a director. The board of directors may, by the affirmative vote of a simple majority of the remaining directors present\nand voting at a board meeting, appoint any person as a director, to fill a casual vacancy on the board or as an addition to the board\nof directors. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner\nvacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written\nagreement between the Company and the director, if any; but no such term shall be implied in the absence of express provision.\n\n \n\nThe shareholding qualification for directors\nmay be fixed by our shareholders in general meeting and unless and until so fixed no shareholding qualification shall be required.\n\n \n\nA director may be removed from office by ordinary\nresolution of shareholders, notwithstanding anything in our articles of association or in any agreement between the Company and such\ndirector (but without prejudice to any claim for damages under such agreement). A director’s office shall be vacated if the director\n(i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind;\n(iii) resigns his office by notice in writing to the Company; (iv) without special leave of absence from the board, is absent from meetings\nof the board for three consecutive meetings and the board resolves that his office be vacated; (v) is prohibited by law from being a\ndirector; and (vi) is removed from office pursuant to any other provision of our articles of association.\n\n \n\nEach of the compensation committee and the nominating\nand corporate governance committee shall consist of at least three directors and the majority of the committee members shall be independent\nwithin the meaning of Section 5605(a)(2) of the Nasdaq listing rules. The audit committee shall consist of at least three directors,\nall of whom shall be independent within the meaning of Section 5605(a)(2) of the Nasdaq listing rules and will meet the criteria\nfor independence set forth in Rule 10A-3 or Rule 10C-1 of the Exchange Act.\n\n** **\n\n**Powers and Duties of Directors**\n\n \n\nSubject to the provisions of the Cayman Companies\nAct and our Second Amended and Restated Memorandum and Articles of Association, our business shall be managed by the directors, who may\nexercise all our powers. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that\nwould have been valid if that resolution had not been passed.\n\n \n\nThe Directors from time to time and at any time\nmay establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any natural person\nor corporation to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the\nremuneration of any such natural person or corporation.\n\n \n\n100\n\n \n\n \n\nThe Directors from time to time and at any time\nmay delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested\nin the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein\nand to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions\nas the Directors may think fit and the Directors may at any time remove any natural person or corporation so appointed and may annul\nor vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected\nthereby.\n\n \n\nThe Directors may from time to time and at any\ntime by power of attorney (whether under seal or under hand) or otherwise appoint any company, firm or person or body of persons, whether\nnominated directly or indirectly by the directors, to be the attorney or attorneys or authorised signatory (any such person being an\n“Attorney” or “Authorised Signatory”, respectively) of the Company for such purposes and with such powers, authorities\nand discretion (not exceeding those vested in or exercisable by the Directors under the Second Amended and Restated Memorandum and Articles\nof Association) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment\nmay contain such provisions for the protection and convenience of persons dealing with any such Attorney or Authorised Signatory as the\nDirectors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of the powers, authorities\nand discretion vested in him.\n\n \n\nThe Directors may from time to time at their\ndiscretion exercise all the powers of the Company to raise or borrow money and to mortgage or charge its undertaking, property and assets\n(present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether\noutright or as collateral security for any debt, liability or obligation of the Company or of any third party.\n\n \n\nA Director who is in any way, whether directly\nor indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature\nof his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member\nof any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with\nthat company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated.\nSubject to the Nasdaq rules and disqualification by the chairman of the relevant Board meeting, a Director may vote in respect of any\ncontract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote\nshall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed\ncontract or transaction shall come before the meeting for consideration.\n\n** **\n\n**Capitalization of Profits**\n\n \n\nSubject to the Companies Act, the Directors may:\n(a)  resolve to capitalise an amount standing to the credit of reserves (including a share premium account, capital redemption\nreserve and profit and loss account), which is available for distribution; (b) appropriate the sum resolved to be capitalised to the\nshareholders in proportion to the nominal amount of shares (whether or not fully paid) held by them respectively and apply that sum on\ntheir behalf in or towards: (i) paying up the amounts (if any) for the time being unpaid on shares held by them respectively, or\n(ii) paying up in full unissued shares or debentures of a nominal amount equal to that sum, and allot the shares or debentures, credited\nas fully paid, to the shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the\nshare premium account, the capital redemption reserve and profits which are not available for distribution may only be applied in paying\nup unissued shares to be allotted to shareholders credited as fully paid; (c) make any arrangements they think fit to resolve a difficulty\narising in the distribution of a capitalised reserve and in particular, without limitation, where shares or debentures become distributable\nin fractions the Directors may deal with the fractions as they think fit; (d) authorise a person to enter (on behalf of all the shareholders\nconcerned) into an agreement with the Company providing for either: (i) the allotment to the shareholders respectively, credited as fully\npaid, of shares or debentures to which they may be entitled on the capitalisation, or (ii) the payment by the Company on behalf of the\nshareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of\nthe amounts remaining unpaid on their existing shares, and any such agreement made under this authority being effective and binding on\nall those shareholders; and (e) generally do all acts and things required to give effect to the resolution.\n\n** **\n\n101\n\n \n\n** **\n\n**Liquidation Rights**\n\n \n\nIf the Company shall be wound up the liquidator\nmay, with the sanction of a special resolution of the Company and any other sanction required by the Companies Act, divide amongst the\nshareholders in species or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the\nsame kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the shareholders\nor different classes of shareholders. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees\nupon such trusts for the benefit of the shareholders as the liquidator, with the like sanction, shall think fit, but so that no shareholder\nshall be compelled to accept any asset upon which there is a liability.\n\n** **\n\n**Register of Members**\n\n \n\nUnder the Cayman Companies Act, we must keep\na register of members and there should be entered therein:\n\n \n\n●the names and\naddresses of the members of the company, a statement of the shares held by each member, which:\ndistinguishes each share by its number (so long as the share has a number); confirms the\namount paid, or agreed to be considered as paid, on the shares of each member; confirms the\nnumber and category of shares held by each member; and confirms whether each relevant category\nof shares held by a member carries voting rights under the memorandum and articles of association,\nand if so, whether such voting rights are conditional;\n\n  \n\n●the date on which\nthe name of any person was entered on the register as a member; and\n\n  \n\n●the date on which\nany person ceased to be a member.\n\n \n\nFor these purposes, “voting rights”\nmeans rights conferred on shareholders, including the right to appoint or remove directors, in respect of their shares to vote at general\nmeetings of the company on all or substantially all matters. A voting right is conditional where the voting right arises only in certain\ncircumstances.\n\n \n\nUnder the Cayman Companies Act, the register\nof members of our Company is prima facie evidence of the matters set out therein (that is, the register of members will raise a presumption\nof fact on the matters referred to above unless rebutted) and a shareholder registered in the register of members is deemed as a matter\nof the Cayman Companies Act to have legal title to the shares as set against its name in the register of members. Once our register of members has been updated, the shareholders recorded in the register of members will be\ndeemed to have legal title to the shares set against their name.\n\n \n\nIf the name of any person is incorrectly entered\nin or omitted from our register of members, or if there is any default or unnecessary delay in entering on the register the fact of any\nperson having ceased to be a shareholder of our company, the person or shareholder aggrieved (or any shareholder of our Company or our\nCompany itself) may apply to the Grand Court of the Cayman Islands for an order that the register be rectified, and the Court may either\nrefuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.\n\n** **\n\n**Differences in Corporate Law**\n\n \n\nThe Cayman Companies Act is derived, to a large\nextent, from the older Companies Acts of England and Wales but does not follow recent United Kingdom statutory enactments, and accordingly\nthere are significant differences between the Cayman Companies Act and the current Companies Act of England and Wales. In addition,\nthe Cayman Companies Act differs from laws applicable to United States corporations and their shareholders.\n\n* *\n\n102\n\n \n\n* *\n\n*Mergers and Similar Arrangements*\n\n \n\nThe Cayman Companies Act permits mergers and\nconsolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes,\n(a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property,\nand liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of\ntwo or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies\nto the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve\na written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each\nconstituent 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 together with a declaration as to the solvency of the consolidated\nor surviving company, a list of the assets and liabilities of each constituent company, and an undertaking that a copy of the certificate\nof merger or consolidation will be given to the shareholders and creditors of each constituent company and that notification of the merger\nor consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which\nis effected in compliance with these statutory procedures.\n\n \n\nA merger between a Cayman Islands parent company\nand its Cayman Islands subsidiaries or subsidiaries does not require authorization by a resolution of shareholders. For this purpose,\na subsidiaries are a company of which at least 90% of the issued shares entitled to vote are owned by the parent company.\n\n \n\nThe consent of each holder of a fixed or floating\nsecurity interest of a constituent company is required unless this requirement is waived by a court in the Cayman Islands.\n\n \n\nExcept in certain limited circumstances, a dissenting\nshareholder of a Cayman Islands constituent company is entitled to payment of the fair value of his or her shares upon dissenting from\na merger or consolidation. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any other\nrights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek relief on the grounds\nthat the merger or consolidation is void or unlawful.\n\n \n\nIn addition, there are statutory provisions that\nfacilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each\nclass of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value\nof each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting,\nor meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand\nCourt of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought\nnot to be approved, the court can be expected to approve the arrangement if it determines that:\n\n \n\n(a)the statutory provisions\nas to the required majority vote have been met;\n\n  \n\n(b)the shareholders have\nbeen fairly represented at the meeting in question and the statutory majority are acting\nbona fide without coercion of the minority to promote interests adverse to those of the class;\n\n  \n\n(c)the arrangement is\nsuch that may be reasonably approved by an intelligent and honest man of that class acting\nin respect of his interest; and\n\n  \n\n(d)the arrangement is\nnot one that would more properly be sanctioned under some other provision of the Cayman Companies\nAct.\n\n \n\nWhen a takeover offer is made and accepted by\nholders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration\nof such four-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection\ncan be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved\nunless there is evidence of fraud, bad faith or collusion.\n\n \n\nIf an arrangement and reconstruction is thus\napproved, or if a takeover offer is made and accepted, a dissenting shareholder would have no rights comparable to appraisal rights,\nwhich would otherwise ordinarily be available to dissenting shareholders, providing rights to receive payment in cash for the judicially\ndetermined value of the shares.\n\n* *\n\n103\n\n \n\n* *\n\n*Shareholders’ Suits*\n\n \n\nIn principle, we will normally be the proper\nplaintiff to sue for a wrong done to us as a company, and as a general rule, a derivative action may not be brought by a minority shareholder.\nHowever, based on English law authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman\nIslands courts can be expected to\n\n \n\nfollow and apply the common law principles (namely\nthe rule in *Foss v. Harbottle* and the exceptions thereto) so that a non-controlling shareholder may be permitted to\ncommence a class action against or derivative actions in the name of the company to challenge:\n\n \n\n(a)an act which is illegal\nor ultra vires with respect to the company and is therefore incapable of ratification by\nthe shareholders;\n\n  \n\n(b)an act which, although\nnot ultra vires, requires authorization by a qualified (or special) majority (that is, more\nthan a simple majority) which has not been obtained; and\n\n  \n\n(c)an act which constitutes\na “fraud on the minority” where the wrongdoers are themselves in control of the\ncompany.\n\n* *\n\n*Indemnification of Directors and Executive\nOfficers and Limitation of Liability*\n\n \n\nThe Cayman Islands law does not limit the extent\nto which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any\nsuch provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil\nfraud or the consequences of committing a crime. Our Second Amended and Restated Memorandum and Articles of Association provide that\nevery director (including any alternate director), secretary, assistant secretary, or other officer for the time being and from time\nto time of our company (but not including our company’s auditors) and the personal representatives of the same (each an “Indemnified\nPerson”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages\nor liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty,\nwillful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of\njudgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality\nof the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or\notherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.\n\n* *\n\n*Anti-Takeover Provisions in Our Articles*\n\n \n\nSome provisions of our Second Amended and Restated\nMemorandum and Articles of Association may discourage, delay, or prevent a change in control of our company or management that shareholders\nmay consider favorable, including provisions that authorize our board of directors to issue preferred shares in one or more series and\nto determine the terms and rights of such preferred shares without approval of our shareholders.\n\n \n\nUnder the Cayman Companies Act, our directors\nmay only exercise the rights and powers granted to them under our memorandum and articles of association for what they believe in good\nfaith to be in the best interests of our company and for a proper purpose.\n\n* *\n\n*Directors’ Fiduciary Duties*\n\n \n\nAs a matter of Cayman Islands law, a director\nowes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The\nCayman Companies Act imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified,\nhowever the courts of the Cayman Islands have held that a director owes the following fiduciary duties (a) a duty to act in what\nthe director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes\nthey were conferred, (c) a duty to avoid fettering his or her discretion in the future, and (d) a duty to avoid conflicts of\ninterest and of duty. The common law duties owed by a director are those to act with skill, care, and diligence that may reasonably be\nexpected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act\nwith the skill, care, and diligence in keeping with a standard of care commensurate with any particular skill they have which enables\nthem to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure\ncompliance with our memorandum and articles of association, as amended and restated from time to time. We have the right to seek damages\nif a duty owed by any of our directors is breached.\n\n* *\n\n104\n\n \n\n* *\n\n*Shareholder Proposals*\n\n \n\nThe Cayman Companies Act provides shareholders\nwith only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before\na general meeting. However, these rights may be provided in a company’s memorandum and articles of association. Our Second Amended\nand Restated Memorandum and Articles of Association provide that the Directors shall on the requisition of shareholders of the Company\nholding at the date of deposit of the requisition shares which carry in aggregate not less than one-tenth (1/10) of the total number\nof votes attaching to all issued and outstanding shares that as at the date of the deposit carry the right to vote at general meetings\nof the Company, specifying the objects of the meeting and signed by each of the shareholders making the requisition and deposited at\nthe registered office. If there are no directors as at the date of the deposit of the shareholders’ requisition, or if the directors\ndo not within twenty-one (21) calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting\nto be held within a further twenty-one (21) calendar days, those shareholders who requested the meeting or any of them representing more\nthan one-half of the total voting rights of all of them may convene the general meeting themselves, but any meeting so convened shall\nnot be held after the expiration of three calendar months after the expiration of the said twenty-one (21) calendar days.\n\n* *\n\n*Cumulative Voting*\n\n \n\nAs permitted under the Cayman Companies Act,\nour Second Amended and Restated Memorandum and Articles of Association do not provide for cumulative voting.\n\n* *\n\n*Removal of Directors*\n\n \n\nSubject to the provisions of our Second Amended\nand Restated Memorandum and Articles of Association, a director may be removed from office by ordinary resolution of shareholders, notwithstanding\nanything in our articles of association or in any agreement between the Company and such director (but without prejudice to any claim\nfor damages under such agreement). A director’s office shall be vacated if the director (i) becomes bankrupt or makes any arrangement\nor composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in\nwriting to the Company; (iv) without special leave of absence from the board, is absent from meetings of the board for three consecutive\nmeetings and the board resolves that his office be vacated; (v) is prohibited by law from being a director; and (vi) is removed from\noffice pursuant to any other provision of our articles of association.\n\n* *\n\n*Transactions with Interested Shareholders*\n\n \n\nAlthough the Cayman Companies Act does not regulate\ntransactions between a company and its significant shareholders, under Cayman Islands law such transactions must be entered into bona\nfide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority\nshareholders.\n\n* *\n\n*Dissolution; Winding Up*\n\n \n\nUnder the Cayman Companies Act and our Second\nAmended and Restated Memorandum and Articles of Association, the Company may be wound up by a special resolution of our shareholders,\nor if the winding up is initiated by our board of directors, by either a special resolution of our members or, if our company is unable\nto pay its debts as they fall due, by an ordinary resolution of our members. In addition, a company may be wound up by an order of the\ncourts of the Cayman Islands. The court has authority to order winding up in a number of specified circumstances including where it is,\nin the opinion of the court, just and equitable to do so.\n\n* *\n\n*Variation of Rights of Shares*\n\n \n\nUnder the Cayman Companies Act and our Second\nAmended and Restated Memorandum and Articles of Association, whenever the capital of the company is divided into different classes the\nrights attached to any such class may, subject to any rights or restrictions for the time being attached to any class, only be materially\nand adversely varied with the consent in writing of the holders of two-thirds of the issued shares of that class or with the sanction\nof a special resolution passed at a separate meeting of the holders of the shares of that class.\n\n* *\n\n*Amendment of Governing Documents*\n\n \n\nUnder the Cayman Companies Act, our memorandum\nand articles of association may only be amended by special resolution of our shareholders.\n\n** **\n\n105\n\n \n\n** **\n\n**Anti-money Laundering — Cayman\nIslands**\n\n \n\nIn order to comply with legislation or regulations\naimed at the prevention of money laundering, we may be required to adopt and maintain anti-money laundering procedures and may require\nsubscribers to provide evidence to verify their identity. Where permitted, and subject to certain conditions, we may also delegate the\nmaintenance of our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.\n\n \n\nWe reserve the right to request such information\nas is necessary to verify the identity of a subscriber. In the event of delay or failure on the part of the subscriber in producing any\ninformation required for verification purposes, we may refuse to accept the application, in which case any funds received will be returned\nwithout interest to the account from which they were originally debited.\n\n \n\nWe also reserve the right to refuse to make any\nredemption payment to a shareholder if our directors or officers suspect or are advised that the payment of redemption proceeds to such\nshareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction,\nor if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable\njurisdiction.\n\n \n\nIf any person resident in the Cayman Islands\nknows or suspects or has reason for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism\nor terrorist property and the information for that knowledge or suspicion came to their attention in the course of their business in\nthe regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion\nto (i) a nominated officer (appointed in accordance with the Proceeds of Crime Act (Revised) of the Cayman Islands) or the Financial\nReporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (Revised), if the disclosure relates to criminal conduct\nor money laundering or (ii) to a police constable or a nominated officer (pursuant to the Terrorism Act (Revised) of the Cayman\nIslands) or the Financial Reporting Authority, pursuant to the Terrorism Act (Revised), if the disclosure relates to involvement with\nterrorism or terrorist financing and terrorist property. Such a report shall not be treated as a breach of confidence or of any restriction\nupon the disclosure of information imposed by any enactment or otherwise.\n\n** **\n\n**Data Protection in the Cayman Islands — Privacy\nNotice**\n\n \n\nThis privacy notice explains the manner in which\nwe collect, process, and maintain personal data about investors of the Company pursuant to the Data Protection Act, 2021 of the Cayman\nIslands, as amended from time to time and any regulations, codes of practice, or orders promulgated pursuant thereto (the “DPL”).\n\n \n\nWe are committed to processing personal data\nin accordance with the DPL. In our use of personal data, we will be characterized under the DPL as a “data controller,”\nwhilst certain of our service providers, affiliates, and delegates may act as “data processors” under the DPL. These\nservice providers may process personal information for their own lawful purposes in connection with services provided to us.\n\n \n\n106\n\n \n\n \n\nBy virtue of your investment in the Company,\nwe and certain of our service providers may collect, record, store, transfer, and otherwise process personal data by which individuals\nmay be directly or indirectly identified.\n\n \n\nYour personal data will be processed fairly and\nfor lawful purposes, including (a) where the processing is necessary for us to perform a contract to which you are a party or for\ntaking pre-contractual steps at your request, (b) where the processing is necessary for compliance with any legal, tax, or regulatory\nobligation to which we are subject, or (c) where the processing is for the purposes of legitimate interests pursued by us or by\na service provider to whom the data are disclosed. As a data controller, we will only use your personal data for the purposes for\nwhich we collected it. If we need to use your personal data for an unrelated purpose, we will contact you.\n\n \n\nWe anticipate that we will share your personal\ndata with our service providers for the purposes set out in this privacy notice. We may also share relevant personal data where\nit is lawful to do so and necessary to comply with our contractual obligations or your instructions or where it is necessary or desirable\nto do so in connection with any regulatory reporting obligations. In exceptional circumstances, we will share your personal data\nwith regulatory, prosecuting, and other governmental agencies or departments, and parties to litigation (whether pending or threatened),\nin any country or territory including to any other person where we have a public or legal duty to do so (e.g. to assist with detecting\nand preventing fraud, tax evasion, and financial crime or compliance with a court order).\n\n \n\nYour personal data shall not be held by the Company\nfor longer than necessary with regard to the purposes of the data processing.\n\n \n\nWe will not sell your personal data. Any transfer\nof personal data outside of the Cayman Islands shall be in accordance with the requirements of the DPA. Where necessary, we will\nensure that separate and appropriate legal agreements are put in place with the recipient of that data. The Company will only transfer\npersonal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information\nsecurity measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss,\ndestruction or damage to the personal data.\n\n \n\nIn our use of this personal data, we will be\ncharacterized as a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive\nthis personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the\nDPA or may process personal information for their own lawful purposes in connection with services provided to us.\n\n \n\nWe may also obtain personal data from other public\nsources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected\nwith a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature,\nnationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account\ndetails, source of funds details and details relating to the shareholder’s investment activity.\n\n \n\nWe will only transfer personal data in accordance\nwith the requirements of the DPL and will apply appropriate technical and organizational information security measures designed to protect\nagainst unauthorized or unlawful processing of the personal data and against the accidental loss, destruction, or damage to the personal\ndata.\n\n \n\n107\n\n \n\n \n\nIf you are a natural person, this will affect\nyou directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships)\nthat provides us with personal data on individuals connected to you for any reason in relation to your investment into the Company, this\nwill be relevant for those individuals and you should inform such individuals of the content.\n\n \n\nYou have certain rights under the DPL, including\n(a) the right to be informed as to how we collect and use your personal data (and this privacy notice fulfils our obligation in\nthis respect), (b) the right to obtain a copy of your personal data, (c) the right to require us to stop direct marketing,\n(d) the right to have inaccurate or incomplete personal data corrected, (e) the right to withdraw your consent and require\nus to stop processing or restrict the processing, or not begin the processing of your personal data, (f) the right to be notified\nof a data breach (unless the breach is unlikely to be prejudicial), (g) the right to obtain information as to any countries or territories\noutside the Cayman Islands to which we, whether directly or indirectly, transfer, intend to transfer, or wish to transfer your personal\ndata, general measures we take to ensure the security of personal data, and any information available to us as to the source of your\npersonal data, (h) the right to complain to the Office of the Ombudsman of the Cayman Islands, and (i) the right to require\nus to delete your personal data in some limited circumstances.\n\n \n\nIf you consider that your personal data has not\nbeen handled correctly, or you are not satisfied with our responses to any requests you have made regarding the use of your personal\ndata, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by calling +1 (345) 946-6283\nor by email at info@ombudsman.ky.\n\n** **\n\n**10.C. Material contracts**\n\n \n\nOther than those described in this annual report,\nwe have not entered into any material agreements other than in the ordinary course of business.\n\n \n\n**10.D. Exchange controls**\n\n \n\nThe ability of our subsidiaries to pay dividends\nor make other payments to us may be restricted by exchange control policies in the countries where we operate. There are foreign exchange\npolicies in Malaysia which support the monitoring of capital flows into and out of the country in order to preserve its financial and\neconomic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of the Bank Negara\nMalaysia (the Central Bank of Malaysia) (“BNM”). The foreign exchange policies monitor and regulate both residents and non-residents\nof Malaysia. Under the current Foreign Exchange Administration rules issued by BNM, nonresidents are free to repatriate any amount of\nfunds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including capital,\ndivestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax.\nIn the event BNM or any other country where we operate introduces any restrictions in the future, our ability to repatriate dividends\nor other payments from our subsidiaries in Malaysia or in such other countries may be affected. Since we are a Cayman Islands holding\ncompany and rely principally on dividends and other payments from our subsidiaries for our cash requirements, any restrictions on such\ndividends or other payments could materially and adversely affect our liquidity, financial condition and results of operations. \n\n \n\n108\n\n \n\n \n\n**10.E.\nTaxation**\n\n**  **\n\n**Material United States Federal Income\nTax Considerations**\n\n \n\nThe following is a discussion of material United States\nfederal income tax considerations relating to the acquisition, ownership, and disposition of our Class A Ordinary Shares by a U.S. Holder,\nas defined below, that acquires our Class A Ordinary Shares and holds our Class A 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 on existing United States federal income tax law, which is subject to differing interpretations or change,\npossibly with retroactive effect. No ruling has been sought from the Internal Revenue Service (the “IRS”) with respect to\nany United States federal income tax consequences described below, and there can be no assurance that the IRS or a court will not\ntake a contrary position. This discussion does not address all aspects of United States federal income taxation that may be important\nto particular investors in light of their individual circumstances, including investors subject to special tax rules (such as, for example,\ncertain financial institutions, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers, traders\nin securities that elect mark-to-market treatment, partnerships (or other entities treated as partnerships for United States federal\nincome tax purposes) and their partners, tax-exempt organizations (including private foundations)), investors who are not U.S. Holders,\ninvestors that own (directly, indirectly, or constructively) 5% or more of our voting shares, investors that hold their Class A\nOrdinary Shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction), or investors that have\na functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized\nbelow. In addition, this discussion does not address any tax laws other than the United States federal income tax laws, including\nany state, local, alternative minimum tax or non-United States tax considerations, or the Medicare tax on unearned income. Each\npotential investor is urged to consult its tax advisor regarding the United States federal, state, local and non-United States\nincome and other tax considerations of an investment in our Class A Ordinary Shares.\n\n** **\n\n**U.S. Federal Income Taxation**\n\n \n\nThe following does not address the tax consequences\nto any particular investor or to persons in special tax situations such as:\n\n \n\n●banks;\n\n  \n\n●financial institutions;\n\n  \n\n●insurance companies;\n\n  \n\n●regulated investment\ncompanies;\n\n  \n\n●real estate investment\ntrusts;\n\n  \n\n●broker-dealers;\n\n  \n\n●persons that elect\nto mark their securities to market;\n\n  \n\n●U.S. expatriates\nor former long-term residents of the U.S.;\n\n  \n\n●governments or\nagencies or instrumentalities thereof;\n\n  \n\n●tax-exempt entities;\n\n  \n\n●persons liable\nfor alternative minimum tax;\n\n  \n\n●persons holding\nour Class A Ordinary Shares as part of a straddle, hedging, conversion or integrated\ntransaction;\n\n  \n\n●persons that actually\nor constructively own 10% or more of our voting power or value (including by reason of owning\nour Class A Ordinary Shares);\n\n  \n\n●persons who acquired\nour Class A Ordinary Shares pursuant to the exercise of any employee share option or\notherwise as compensation;\n\n  \n\n●persons holding\nour Class A Ordinary Shares through partnerships or other pass-through entities;\n\n  \n\n●beneficiaries\nof a Trust holding our Class A Ordinary Shares; or\n\n  \n\n●persons holding\nour Class A Ordinary Shares through a Trust.\n\n \n\n109\n\n \n\n \n\nThus, the discussion set forth below is addressed\nonly to U.S. Holders that purchase Class A Ordinary Shares. Prospective purchasers are urged to consult their\nown tax advisors about the application of the U.S. federal income tax rules to their particular circumstances as well as the state,\nlocal, foreign and other tax consequences to them of the purchase, ownership and disposition of our Class A Ordinary Shares.\n\n** **\n\n**General**\n\n \n\nFor purposes of this discussion, a “U.S. Holder”\nis a beneficial owner of our Class A Ordinary Shares that is, for United States federal income tax purposes, (i) an individual\nwho is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States\nfederal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District\nof Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes\nregardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States\ncourt and which has one or more United States persons who have the authority to control all substantial decisions of the trust or\n(B) that has otherwise elected to be treated as a United States person under the Code.\n\n \n\nThe brief description below of the U.S. federal\nincome tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of Class A Ordinary Shares\nand you are, for U.S. federal income tax purposes,\n\n \n\n●an individual\nwho is a citizen or resident of the U.S.;\n\n  \n\n●a corporation\n(or other entity taxable as a corporation for U.S. federal income tax purposes) organized\nunder the laws of the U.S., any state thereof or the District of Columbia;\n\n  \n\n●an estate whose\nincome is subject to U.S. federal income taxation regardless of its source; or\n\n  \n\n●a trust that (1) is\nsubject to the primary supervision of a court within the U.S. and the control of one\nor more U.S. persons for all substantial decisions or (2) has a valid election\nin effect under applicable U.S. Treasury regulations to be treated as a U.S. person.\n\n \n\nIf a partnership (or other entity treated as\na partnership for United States federal income tax purposes) is a beneficial owner of our Class A Ordinary Shares, the tax\ntreatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships\nand partners of a partnership holding our Class A Ordinary Shares are urged to consult their tax advisors regarding an investment\nin our Class A Ordinary Shares.\n\n \n\nAn individual is considered a resident of the\nU.S. for federal income tax purposes if he or she meets either the “Green Card Test” or the “Substantial Presence\nTest” described as follows:\n\n \n\nThe Green Card Test: You are a lawful permanent\nresident of the United States, at any time, if you have been given the privilege, according to the immigration laws of the United States,\nof residing permanently in the United States as an immigrant. You generally have this status if the U.S. Citizenship and Immigration\nServices issued you an alien registration card, Form I-551, also known as a “green card.”\n\n \n\n110\n\n \n\n \n\nThe Substantial Presence Test: If an alien is\npresent in the United States on at least 31 days of the current calendar year, he or she will (absent an applicable exception)\nbe classified as a resident alien if the sum of the following equals 183 days or more (*See *§7701(b)(3)(A) of\nthe Internal Revenue Code and related Treasury Regulations):\n\n \n\n1.The actual days\nin the United States in the current year; plus\n\n  \n\n2.One-third of his or\nher days in the United States in the immediately preceding year; plus\n\n  \n\n3.One-sixth of his or\nher days in the United States in the second preceding year.\n\n \n\nThe discussion set forth below is addressed only\nto U.S. Holders that purchase Class A Ordinary Shares. Prospective purchasers are urged to consult their own\ntax advisors about the application of U.S. federal income tax law to their particular circumstances as well as the state, local,\nforeign and other tax consequences to them of the purchase, ownership and disposition of our Class A Ordinary Shares.\n\n** **\n\n**Taxation of Dividends and Other Distributions\non our Class A Ordinary Shares**\n\n \n\nSubject to the passive foreign investment company\nrules discussed below, distributions of cash or other property made by us to you with respect to the Class A Ordinary Shares (including\nthe amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt\nby you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under\nU.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received\ndeduction allowed to corporations in respect of dividends received from other U.S. corporations.\n\n \n\nWith respect to non-corporate U.S. Holders,\nincluding individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income,\nprovided that (1) the Class A Ordinary Shares are readily tradable on an established securities market in the United States,\nor we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange\nof information program, (2) we are not a passive foreign investment company (as discussed below) for either our taxable year in\nwhich the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. You are urged to\nconsult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our Class A Ordinary Shares,\nincluding the effects of any change in law after the date of this annual report.\n\n \n\nTo the extent that the amount of the distribution\nexceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated\nfirst as a tax-free return of your tax basis in your Class A Ordinary Shares, and to the extent the amount of the distribution exceeds\nyour tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal\nincome tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution\nwould otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.\n\n** **\n\n**Taxation of Dispositions of Class A\nOrdinary Shares**\n\n \n\nSubject to the passive foreign investment company\nrules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to\nthe difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Class A\nOrdinary Shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual\nU.S. Holder, who has held the Class A Ordinary Shares for more than one year, you may be eligible for reduced tax rates on\nany such capital gains. The deductibility of capital losses is subject to limitations.\n\n** **\n\n111\n\n \n\n** **\n\n**Passive Foreign Investment Company**\n\n \n\nA non-U.S. corporation is considered a PFIC\nfor any taxable year if either:\n\n \n\n●at least 75% of\nits gross income for such taxable year is passive income; or\n\n  \n\n●at least 50% of\nthe value of its assets (based on an average of the quarterly values of the assets during\na taxable year) is attributable to assets that produce or are held for the production of\npassive income (the “asset test”).\n\n \n\nPassive income generally includes dividends,\ninterest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the\ndisposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share\nof the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining\nthe value and composition of our assets for purposes of the PFIC asset test, (1) the cash we raise in an offering will generally\nbe considered to be held for the production of passive income and (2) the value of our assets must be determined based on the market\nvalue of our Class A Ordinary Shares from time to time, which could cause the value of our non-passive assets to be less than 50%\nof the value of all of our assets (including the cash raised in an offering) on any particular quarterly testing date for purposes\nof the asset test.\n\n \n\nBased on our operations and the composition of\nour assets we do not expect to be treated as a PFIC under the current PFIC rules. We must make a separate determination each year as\nto whether we are a PFIC. Depending on the amount of cash we raise in an offering, together with any other assets held for the\nproduction of passive income, it is possible that, for our current taxable year or for any subsequent taxable year, more than 50% of\nour assets may be assets held for the production of passive income. We will make this determination following the end of any particular\ntax year. Although the law in this regard is unclear, we treat our consolidated affiliated entities as being owned by us for United States\nfederal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are\nentitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our combined and\nconsolidated financial statements. In particular, because the value of our assets for purposes of the asset test will generally be determined\nbased on the market price of our Class A Ordinary Shares and because cash is generally considered to be an asset held for the production\nof passive income, our PFIC status will depend in large part on the market price of our Class A Ordinary Shares and the amount of\ncash we raise in an offering. Accordingly, fluctuations in the market price of the Class A Ordinary Shares may cause us to become\na PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects and the composition of our\nincome and assets will be affected by how, and how quickly, we spend the cash we raise in an offering. We are under no obligation to\ntake steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will\ndepend upon material facts (including the market price of our Class A Ordinary Shares from time to time and the amount of cash we\nraise in an offering) that may not be within our control. If we are a PFIC for any year during which you hold Class A Ordinary\nShares, we will continue to be treated as a PFIC for all succeeding years during which you hold Class A Ordinary Shares. However,\nif we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may avoid\nsome of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Class A\nOrdinary Shares.\n\n \n\n112\n\n \n\n \n\nIf we are a PFIC for your taxable year(s) during\nwhich you hold Class A Ordinary Shares, you will be subject to special tax rules with respect to any “excess distribution”\nthat you receive and any gain you realize from a sale or other disposition (including a pledge) of the Class A Ordinary Shares,\nunless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater\nthan 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding\nperiod for the Class A Ordinary Shares will be treated as an excess distribution. Under these special tax rules:\n\n \n\n●the excess distribution\nor gain will be allocated ratably over your holding period for the Class A Ordinary\nShares;\n\n  \n\n●the amount allocated\nto your current taxable year, and any amount allocated to any of your taxable year(s) prior\nto the first taxable year in which we were a PFIC, will be treated as ordinary income; and\n\n  \n\n●the amount allocated\nto each of your other taxable year(s) will be subject to the highest tax rate in effect\nfor that year and the interest charge generally applicable to underpayments of tax will be\nimposed on the resulting tax attributable to each such year.\n\n \n\nThe tax liability for amounts allocated to years\nprior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years,\nand gains (but not losses) realized on the sale of the Class A Ordinary Shares cannot be treated as capital, even if you hold the\nClass A Ordinary Shares as capital assets.\n\n \n\nA U.S. Holder of “marketable stock”\n(as defined below) in a PFIC may make a mark-to-market election for such stock to elect out of the tax treatment discussed above. If\nyou make a mark-to-market election for the first taxable year during which you hold (or are deemed to hold) Class A Ordinary Shares\nand for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the\nfair market value of the Class A Ordinary Shares as of the close of such taxable year over your adjusted basis in such Class A\nOrdinary Shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess,\nif any, of the adjusted basis of the Class A Ordinary Shares over their fair market value as of the close of the taxable year. However,\nsuch ordinary loss is allowable only to the extent of any net mark-to-market gains on the Class A Ordinary Shares included in your\nincome for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale\nor other disposition of the Class A Ordinary Shares, are treated as ordinary income. Ordinary loss treatment also applies to any\nloss realized on the actual sale or disposition of the Class A Ordinary Shares, to the extent that the amount of such loss does\nnot exceed the net mark-to-market gains previously included for such Class A Ordinary Shares. Your basis in the Class A Ordinary\nShares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply\nto distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains\nrate for qualified dividend income discussed above under “— Taxation of Dividends and Other Distributions on our Class A\nOrdinary Shares” generally would not apply.\n\n \n\nThe mark-to-market election is available only\nfor “marketable stock”, which is stock that is traded in other than *de minimis* quantities on at least 15 days\nduring each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury\nregulations). If the Class A Ordinary Shares are regularly traded on a qualified stock exchange or other market, and if you are\na holder of Class A Ordinary Shares, the mark-to-market election would be available to you were we to be or become a PFIC.\n\n \n\n113\n\n \n\n \n\nAlternatively, a U.S. Holder of stock in\na PFIC may make a “qualified electing fund” election with respect to such PFIC to elect out of the tax treatment discussed\nabove. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income\nfor a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. However,\nthe qualified electing fund election is available only if such PFIC provides such U.S. Holder with certain information regarding\nits earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide\nthe information that would enable you to make a qualified electing fund election. If you hold Class A Ordinary Shares in any taxable\nyear in which we are a PFIC, you will be required to file IRS Form 8621 in each such year and provide certain annual information\nregarding such Class A Ordinary Shares, including regarding distributions received on the Class A Ordinary Shares and any gain\nrealized on the disposition of the Class A Ordinary Shares.\n\n \n\nIf you do not make a timely “mark-to-market”\nelection (as described above), and if we were a PFIC at any time during the period you hold our Class A Ordinary Shares, then such\nClass A Ordinary Shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future\nyear, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates\na deemed sale of such Class A Ordinary Shares at their fair market value on the last day of the last year in which we are treated\nas a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the\ngain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair\nmarket value of the Class A Ordinary Shares on the last day of the last year in which we are treated as a PFIC) and holding\nperiod (which new holding period will begin the day after such last day) in your Class A Ordinary Shares for tax purposes.\n\n \n\nIRC Section 1014(a) provides for a\nstep-up in basis to the fair market value for our Class A Ordinary Shares when inherited from a decedent that was previously a holder\nof our Class A Ordinary Shares. However, if we are determined to be a PFIC and a decedent that was a U.S. Holder did not make\neither a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed\nto hold) our Class A Ordinary Shares, or a mark-to-market election and ownership of those Class A Ordinary Shares are inherited,\na special provision in IRC Section 1291(e) provides that the new U.S. Holder’s basis should be reduced by an amount\nequal to the Section 1014 basis minus the decedent’s adjusted basis just before death. As such if we are determined to be\na PFIC at any time prior to a decedent’s passing, the PFIC rules will cause any new U.S. Holder that inherits our Class A\nOrdinary Shares from a U.S. Holder to not get a step-up in basis under Section 1014 and instead will receive a carryover basis\nin those Class A Ordinary Shares.\n\n \n\nYou are urged to consult your tax advisors regarding\nthe application of the PFIC rules to your investment in our Class A Ordinary Shares and the elections discussed above.\n\n** **\n\n**Information Reporting and Backup Withholding**\n\n \n\nDividend payments with respect to our Class A\nOrdinary Shares and proceeds from the sale, exchange or redemption of our Class A Ordinary Shares may be subject to information\nreporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who\nfurnishes a correct taxpayer identification number and makes any other required certification on IRS Form W-9 or who is otherwise\nexempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification\non IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information\nreporting and backup withholding rules.\n\n \n\n114\n\n \n\n \n\nBackup withholding is not an additional tax.\nAmounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund\nof any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing\nany required information.\n\n \n\nWe do not intend to withhold taxes for individual\nshareholders. However, transactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including\nbackup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.\n\n \n\nUnder the Hiring Incentives to Restore Employment\nAct of 2010, certain U.S. Holders are required to report information relating to our Class A Ordinary Shares, subject\nto certain exceptions (including an exception for Class A Ordinary Shares held in accounts maintained by certain financial institutions),\nby attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return\nfor each year in which they hold Class A Ordinary Shares. Failure to report such information could result in substantial penalties.\nYou should consult your own tax advisor regarding your obligation to file a Form 8938.\n\n** **\n\n**Cayman Islands Taxation**\n\n \n\nThe following is a discussion on Cayman Islands\nincome tax consequences of an investment in the Class A Ordinary Shares. The discussion is a general summary of the present law,\nwhich is subject to prospective and retroactive changes. It is not intended as tax advice, it does not consider any investor’s\nparticular circumstances, and it does not consider tax consequences other than those arising under Cayman Islands law.\n\n \n\nThe Cayman Islands currently levies no taxes\non individuals or corporations based on profits, income, gains or appreciation and there is no taxation in the nature of inheritance\ntax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp\nduties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction or produced before a\ncourt of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered into with the United Kingdom in 2010 but is\notherwise not a party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange\ncontrol regulations or currency restrictions in the Cayman Islands.\n\n \n\nPayments of dividends and capital in respect\nof our Class A Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the\npayment of a dividend or capital to any holder of our Class A Ordinary Shares or, as the case may be, nor will gains derived from\nthe disposal of our Class A Ordinary Shares be subject to Cayman Islands income or corporation tax.\n\n** **\n\n**POTENTIAL PURCHASERS OF OUR CLASS A\nORDINARY SHARES ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME,\nGIFT, ESTATE OR GENERATION-SKIPPING TRANSFER, AND OTHER TAX AND TAX TREATY CONSIDERATIONS OF PURCHASING, OWNING AND DISPOSING OF OUR\nCLASS A ORDINARY SHARES.**\n\n** **\n\n**10.F. Dividends and paying agents**\n\n \n\nNot applicable for annual reports on Form 20-F.\n\n \n\n**10.G. Statement by experts**\n\n \n\nNot applicable for annual reports on Form 20-F.\n\n  \n\n115\n\n \n\n \n\n**10.H. Documents on display**\n\n \n\nWe are subject to the information requirements\nof the Exchange Act. In accordance with these requirements, the Company files reports and other information with the SEC. You may read\nand copy any materials filed with the SEC at http://www.sec.gov that contains reports and other information regarding registrants that\nfile electronically with the SEC.\n\n \n\n**10.I. Subsidiary Information**\n\n \n\nNot applicable.\n\n \n\n**10.J. Annual Report to Security Holders**\n\n \n\nNot applicable."}