{"url_path":"/sec/ncew/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F/A","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/1968043/0001493152-26-027632-index.html","accession_number":"0001493152-26-027632","cik":"0001968043","ticker":"NCEW","issuer_name":"New Century Logistics (BVI) Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1968043/0001493152-26-027632-index.html","primary_entity_key":"0001968043","primary_entity_name":"New Century Logistics (BVI) Ltd"},"word_count":11265,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n \n\n**A.\nShare Capital**\n\n \n\nNot\napplicable.\n\n \n\n**B.\nMemorandum and Articles of Association**\n\n \n\nWe\nwere incorporated as a BVI business company under the laws of the BVI on April 24, 2019. At incorporation, we were authorized to issue\na maximum of 50,000 shares consisting of 50,000 Ordinary Shares with no par value per share. By the adoption of an amended memorandum\nof association dated April 11, 2023, the Company’s authorized share capital was increased to 2,000,000,000 Ordinary Shares. Following\na further amendment of the memorandum of association dated June 19, 2023, we were authorized to issue a maximum of 100,000,000 shares\nconsisting of either Ordinary Shares or preferred shares with no par value per share. As of the date of this Annual Report, the Board\nof Directors of the Company approved a 1-for-8 reverse stock split on October 3, 2025. In connection with the reverse stock split, the\nCompany filed an Amended and Restated Memorandum of Association, with the Registry of Corporate Affairs of the British Virgin Islands\non October 9, 2025 to reduce the authorized number of shares of the Company’s common stock from 100,000,000 shares to 12,500,000\nshares, the reduction at the same ratio as its reduction in the issued and outstanding shares of common stock, with no par value. As\nthe Ordinary Shares are of no par value, the post-split shares are of the same denomination.\n\n \n\nAs\nof the date of this Annual Report, there were 3,200,000 Ordinary Shares and no preferred shares issued and outstanding.\n\n \n\n**Ordinary\nShares**\n\n \n\n**General**\n\n \n\nAll\nof our issued shares are fully paid and non-assessable. Certificates evidencing the shares are issued in registered form. There are no\nlimitations imposed by our memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise\nvoting rights on our shares. In addition, there are no provisions in our memorandum and articles of association governing the ownership\nthreshold above which shareholder ownership must be disclosed.\n\n \n\n99\n\n  \n\n \n\nUnder\nthe BVI Act, the Ordinary Shares are deemed to be issued when the name of the shareholder is entered in our register of members. If (a)\ninformation that is required to be entered in the register of members is omitted from the register or is inaccurately entered in the\nregister, or (b) there is unreasonable delay in entering information in the register, a shareholder of the company, or any person who\nis aggrieved by the omission, inaccuracy or delay, may apply to the BVI Courts for an order that the register be rectified, and the court\nmay either refuse the application or order the rectification of the register, and may direct the company to pay all costs of the application\nand any damages the applicant may have sustained.\n\n \n\n**Dividends**\n\n \n\nThe\nholders of our Ordinary Shares are entitled to such dividends as may be declared by our board of directors subject to the BVI Act.\n\n \n\n**Voting\nRights**\n\n \n\nAny\naction required or permitted to be taken by the shareholders must be effected at a duly called meeting of the shareholders entitled to\nvote on such action or may be effected by a resolution of members in writing, each in accordance with the memorandum and articles of\nassociation. At each meeting of shareholders, each shareholder who is present in person or by proxy (or, in the case of a shareholder\nbeing a corporation, by its duly authorized representative) will have one vote for each share that such shareholder holds.\n\n \n\n**Transfer\nof Ordinary Shares**\n\n \n\nSubject\nto the restrictions contained in our memorandum and articles of association, any of our shareholders may transfer all or any of his or\nher Ordinary Shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.\n\n \n\n**Liquidation**\n\n \n\nAs\npermitted by the BVI Act and our memorandum and articles of association, we may be voluntarily liquidated under Part XII of the BVI Act\nby resolution of directors and resolution of shareholders if our assets exceed our liabilities and we are able to pay our debts as they\nfall due. We may also be wound up in circumstances where we are insolvent in accordance with the terms of the BVI Insolvency Act 2003.\n\n \n\nIf\nwe are wound up and the assets available for distribution among our shareholders are more than sufficient to repay all amounts paid to\nus on account of the issue of shares immediately prior to the winding up, the excess shall be distributable pari passu among those shareholders\nin proportion to the amount paid up immediately prior to the winding up on the shares held by them, respectively. If we are wound up\nand the assets available for distribution among the shareholders as such are insufficient to repay the whole of the amounts paid to us\non account of the issue of shares, those assets shall be distributed so that, to the greatest extent possible, the losses shall be borne\nby the shareholders in proportion to the amounts paid up immediately prior to the winding up on the shares held by them, respectively.\nIf we are wound up, the liquidator appointed by us may, in accordance with the BVI Act, divide among our shareholders in specie or kind\nthe whole or any part of our assets (whether they shall consist of property of the same kind or not) and may, for such purpose, set such\nvalue as the liquidator deems fair upon any property to be divided and may determine how such division shall be carried out as between\nthe shareholders or different classes of shareholders.\n\n \n\n**Calls\non Ordinary Shares and Forfeiture of Ordinary Shares**\n\n \n\nOur\nboard of directors may from time to time make calls upon shareholders for any amounts unpaid on their Ordinary Shares in a notice served\nto such shareholders at least 14 clear days prior to the specified time of payment. The Ordinary Shares that have been called upon and\nremain unpaid are subject to forfeiture.\n\n \n\n100\n\n  \n\n****\n\n \n\n**Redemption\nof Ordinary Shares**\n\n \n\nSubject\nto the provisions of the BVI Act, we may issue shares on terms that are subject to redemption, at our option or at the option of the\nholders, on such terms and in such manner as may be determined by our memorandum and articles of association and subject to any applicable\nrequirements imposed from time to time by the BVI Act, the SEC, the Nasdaq Capital Market, or by any recognized stock exchange on which\nour securities are listed.\n\n \n\n**Variations\nof Rights of Shares**\n\n \n\nIf\nat any time we are authorized to issue more than one class of shares, all or any of the rights attached to any class of shares may be\namended only with the consent in writing of or by a resolution passed at a meeting of not less than 50 percent of the shares of the class\nto be affected.\n\n \n\n**General\nMeetings of Shareholders**\n\n \n\nUnder\nour memorandum and articles of association, a copy of the notice of any meeting of shareholders shall be given not less than seven days\nbefore the date of the proposed meeting to those persons whose names appear as shareholders in the register of members on the date of\nthe notice and are entitled to vote at the meeting. Our board of directors shall call a meeting of shareholders upon the written request\nof shareholders holding at least 30% of our outstanding voting shares. In addition, our board of directors may call a meeting of shareholders\non its own motion. A meeting of shareholders may be called on short notice if at least 90% of the shares entitled to vote on the matters\nto be considered at the meeting have agreed to short notice of the meeting, or if all members holding shares entitled to vote on all\nor any matters to be considered at the meeting have waived notice and presence at the meeting shall be deemed to constitute waiver for\nthis purpose.\n\n \n\nAt\nany meeting of shareholders, a quorum will be present if there are shareholders present in person or by proxy representing not less than\none third of the shares entitled to vote on the resolutions to be considered at the meeting. Such quorum may be represented by only a\nsingle shareholder or proxy. If no quorum is present within two hours of the start time of the meeting, the meeting shall be dissolved\nif it was requested by shareholders. In any other case, the meeting shall be adjourned to the next business day, and if shareholders\nrepresenting not less than one-third of the votes of the Ordinary Shares or each class of shares entitled to vote on the matters to be\nconsidered at the meeting are present within one hour of the start time of the adjourned meeting, a quorum will be present. If not, the\nmeeting will be dissolved. No business may be transacted at any meeting of shareholders unless a quorum is present at the commencement\nof business. If present, the chair of our board of directors shall be the chair presiding at any meeting of the shareholders. If the\nchair of our board is not present then the members present shall choose a shareholder to act to chair the meeting of the shareholders.\nIf the shareholders are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares\npresent in person or by proxy shall preside as chairman, failing which the oldest individual member or member representative shall take\nthe chair.\n\n \n\nA\ncorporation that is a shareholder shall be deemed for the purpose of our memorandum and articles of association to be present in person\nif represented by its duly authorized representative. This duly authorized representative shall be entitled to exercise the same powers\non behalf of the corporation which he represents as that corporation could exercise if it were our individual shareholder.\n\n \n\n**Inspection\nof Books and Records**\n\n \n\nUnder\nthe BVI Act, members of the general public, on payment of a nominal fee, can obtain copies of the public records of a company available\nat the Registrar of Corporate Affairs, which will include the company’s certificate of incorporation, its memorandum and articles\nof association (with any amendments) and records of license fees paid to date and will also disclose any articles of dissolution, articles\nof merger and a register of charges if the company has elected to file such a register. Members of the public may also, upon payment\nof a nominal fee, obtain from the Registrar of Corporate Affairs the names of the current directors of a company.\n\n \n\n101\n\n  \n\n \n\nA\nmember of the Company is also entitled, upon giving written notice to us, to inspect (i) our memorandum and articles of association,\n(ii) the register of members, (iii) the register of directors and (iv) minutes of meetings and resolutions of members and of those classes\nof members of which that member is a member, and to make copies and take extracts from the documents and records referred to in (i) to\n(iv) above. However, our directors may, if they are satisfied that it would be contrary to the company’s interests to allow a member\nto inspect any document, or part of a document specified in (ii) to (iv) above, refuse to permit the member to inspect the document or\nlimit the inspection of the document, including limiting the making of copies or the taking of extracts or records. Where a company fails\nor refuses to permit a member to inspect a document or permits a member to inspect a document subject to limitations, that member may\napply to the BVI court for an order that he should be permitted to inspect the document or to inspect the document without limitation.\n\n \n\n**Changes\nin shares**\n\n \n\nWe\nmay from time to time by resolution of shareholders or resolution of our board of directors, subject to our memorandum and articles of\nassociation:\n\n \n\n \n●\namend\nour memorandum and articles of association to increase or decrease the maximum number\nof shares we are authorized to issue;\n\n \n \n \n\n  \n●\nsplit\nour authorized and issued shares into a larger number of shares; and\n\n \n \n \n\n  \n●\ncombine\nour authorized and issued shares into a smaller number of shares;\n\n \n\n**Preferred\nShares**\n\n \n\nOur\nmemorandum and articles of association authorizes the creation and issuance without shareholder approval of preferred shares up to the\nmaximum number of authorized but unissued shares, in up to five classes and with such designation, rights and preferences as may be determined\nby a resolution of our board of directors to amend the memorandum and articles of association to create such designations, rights and\npreferences. No preferred shares are currently issued or outstanding. Accordingly, our board of directors is empowered, without shareholder\napproval, to issue preferred shares with dividend, liquidation, redemption, voting or other rights, which could adversely affect the\nvoting power or other rights of the holders of ordinary shares. The preferred shares could be utilized as a method of discouraging, delaying\nor preventing a change in control of us. Although we do not currently intend to issue any preferred shares, we may do so in the future.\n\n \n\nThe\nrights of preferred shareholders, once the preferred shares are in issue, may only be amended by a resolution to amend our memorandum\nand articles of association provided such amendment is also approved by a separate resolution of a majority of the votes of preferred\nshareholders who being so entitled attend and vote at the class meeting of the relevant preferred class. If our preferred shareholders\nwant us to hold a meeting of preferred shareholders (or of a class of preferred shareholders), they may requisition the directors to\nhold one upon the written request of preferred shareholders entitled to exercise at least 30% of the voting rights in respect of the\nmatter (or class) for which the meeting is requested. Under British Virgin Islands law, we may not increase the required percentage to\ncall a meeting above 30%.\n\n \n\n**Differences\nin Corporate Law**\n\n \n\nThe\nBVI Act and the laws of the BVI affecting BVI companies like us and our shareholders differ from laws applicable to U.S. corporations\nand their shareholders. Set forth below is a summary of the significant differences between the provisions of the laws of the BVI applicable\nto us and the laws applicable to companies incorporated in the United States and their shareholders.\n\n \n\n102\n\n  \n\n****\n\n \n\n**Mergers\nand Similar Arrangements**\n\n \n\nUnder\nthe laws of the BVI, two or more companies may merge or consolidate in accordance with Section 170 of the BVI Act. A merger means the\nmerging of two or more constituent companies into one of the constituent companies (the “surviving company”) and a consolidation\nmeans the uniting of two or more constituent companies into a new company (the “consolidated company”). The procedure for\na merger or consolidation between the company and another company (which need not be a BVI company, and which may be the company’s\nparent or subsidiary, but need not be) is set out in the BVI Act. In order to merge or consolidate, the directors of each constituent\ncompany must approve a written plan of merger or consolidation, which with the exception of a merger between a parent company and its\nsubsidiary, must also be approved by a resolution of a majority of the shareholders voting at a quorate meeting of shareholders or by\nwritten resolution of the shareholders of the BVI company or BVI companies which are to merge. While a director may vote on the plan\nof merger or consolidation, or any other matter, even if he has a financial interest in the plan, the interested director must disclose\nthe interest to all other directors of the company promptly upon becoming aware of the fact that he is interested in a transaction entered\ninto or to be entered into by the company. A transaction entered into by the Company in respect of which a director is interested (including\na merger or consolidation) is voidable by us unless the director’s interest was (a) disclosed to the board prior to the transaction\nor (b) the transaction is (i) between the director and the company and (ii) the transaction is in the ordinary course of the company’s\nbusiness and on usual terms and conditions. Notwithstanding the above, a transaction entered into by the company is not voidable if the\nmaterial facts of the interest are known to the shareholders and they approve or ratify it or the company received fair value for the\ntransaction. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective of whether they\nare entitled to vote at the meeting to approve the plan of merger or consolidation. A foreign company which is able under the laws of\nits foreign jurisdiction to participate in the merger or consolidation is required by the BVI Act to comply with the laws of that foreign\njurisdiction in relation to the merger or consolidation. The shareholders of the constituent companies are not required to receive shares\nof the surviving or consolidated company but may receive debt obligations or other securities of the surviving or consolidated company,\nother assets, or a combination thereof. Further, some or all of the shares of a class or series may be converted into a kind of asset\nwhile the other shares of the same class or series may receive a different kind of asset. As such, not all the shares of a class or series\nmust receive the same kind of consideration. After the plan of merger or consolidation has been approved by the directors and authorized,\nif required, by a resolution of the shareholders, articles of merger or consolidation are executed by each company and filed with the\nRegistrar of Corporate Affairs in the BVI. The merger is effective on the date that the articles of merger are registered with the Registrar\nor on such subsequent date, not exceeding thirty days, as is stated in the articles of merger or consolidation.\n\n \n\nAs\nsoon as a merger becomes effective: (a) the surviving company or consolidated company (so far as is consistent with its memorandum and\narticles of association, as amended or established by the articles of merger or consolidation) has all rights, privileges, immunities,\npowers, objects and purposes of each of the constituent companies; (b) in the case of a merger, the memorandum and articles of association\nof any surviving company are automatically amended to the extent, if any, that changes to its memorandum and articles of association\nare contained in the articles of merger or, in the case of a consolidation, the memorandum and articles of association filed with the\narticles of consolidation are the memorandum and articles of the consolidated company; (c) assets of every description, including choses-in-action\nand the business of each of the constituent companies, immediately vest in the surviving company or consolidated company; (d) the surviving\ncompany or consolidated company is liable for all claims, debts, liabilities and obligations of each of the constituent companies; (e)\nno conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against a constituent\ncompany or against any member, director, officer or agent thereof, is released or impaired by the merger or consolidation; and (f) no\nproceedings, whether civil or criminal, pending at the time of a merger by or against a constituent company, or against any member, director,\nofficer or agent thereof, are abated or discontinued by the merger or consolidation; but: (i) the proceedings may be enforced, prosecuted,\nsettled or compromised by or against the surviving company or consolidated company or against the member, director, officer or agent\nthereof, as the case may be; or (ii) the surviving company or consolidated company may be substituted in the proceedings for a constituent\ncompany. The Registrar of Corporate Affairs shall strike off the register of companies each constituent company that is not the surviving\ncompany in the case of a merger and all constituent companies in the case of a consolidation. If the directors determine it to be in\nthe best interests of the company, it is also possible for a merger to be approved as a Court approved plan of arrangement or scheme\nof arrangement in accordance with the BVI Act.\n\n \n\nA\nshareholder may dissent from (a) a merger if the company is a constituent company, unless the company is the surviving company and the\nmember continues to hold the same or similar shares; (b) a consolidation if the company is a constituent company; (c) any sale, transfer,\nlease, exchange or other disposition of more than 50 per cent in value of the assets or business of the company if not made in the usual\nor regular course of the business carried on by the company but not including: (i) a disposition pursuant to an order of the court having\njurisdiction in the matter, (ii) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to\nthe members in accordance with their respective interest within one year after the date of disposition, or (iii) a transfer pursuant\nto the power of the directors to transfer assets for the protection thereof; (d) a compulsory redemption of 10 per cent or fewer of the\nissued shares of the company required by the holders of 90 percent. or more of the shares of the company pursuant to the terms of the\nBVI Act; and (e) a plan of arrangement, if permitted by the BVI Court (each, an Action). A shareholder properly exercising his dissent\nrights is entitled to a cash payment equal to the fair value of his shares.\n\n \n\n103\n\n  \n\n \n\nA\nshareholder dissenting from an Action must object in writing to the Action before the vote by the shareholders on the merger or consolidation,\nunless notice of the meeting was not given to the shareholder. If the merger or consolidation is approved by the shareholders, the company\nmust give notice of this fact to each shareholder within 20 days who gave written objection. Such objection shall include a statement\nthat the member proposes to demand payment for his or her shares if the Action is taken. These shareholders then have 20 days to give\nto the company their written election in the form specified by the BVI Act to dissent from the Action, provided that in the case of a\nmerger, the 20 days starts when the plan of merger is delivered to the shareholder. Upon giving notice of his election to dissent, a\nshareholder ceases to have any shareholder rights except the right to be paid the fair value of his shares. As such, the merger or consolidation\nmay proceed in the ordinary course notwithstanding his dissent. Within seven days of the later of the delivery of the notice of election\nto dissent and the effective date of the merger or consolidation, the company shall make a written offer to each dissenting shareholder\nto purchase his shares at a specified price per share that the company determines to be the fair value of the shares. The company and\nthe shareholder then have 30 days to agree upon the price. If the company and a shareholder fail to agree on the price within the 30\ndays, then the company and the shareholder shall, within 20 days immediately following the expiration of the 30-day period, each designate\nan appraiser and these two appraisers shall designate a third appraiser. These three appraisers shall fix the fair value of the shares\nas of the close of business on the day prior to the shareholders’ approval of the transaction without taking into account any change\nin value as a result of the transaction.\n\n \n\n**Shareholders’\nSuits**\n\n \n\nThere\nare both statutory and common law remedies available to our shareholders as a matter of BVI law. These are summarized below.\n\n \n\n*Prejudiced\nmembers*\n\n \n\nA\nshareholder who considers that the affairs of the company have been, are being, or are likely to be, conducted in a manner that is, or\nany act or acts of the company have been, or are, likely to be oppressive, unfairly discriminatory or unfairly prejudicial to him in\nthat capacity, can apply to the court under Section 184I of the BVI Act, inter alia, for an order that his shares be acquired, that he\nbe provided compensation, that the Court regulate the future conduct of the company, or that any decision of the company which contravenes\nthe BVI Act or our memorandum and articles of association be set aside.\n\n \n\n*Derivative\nactions*\n\n \n\nSection\n184C of the BVI Act provides that a shareholder of a company may, with the leave of the Court, bring an action in the name of the company\nin certain circumstances to redress any wrong done to it. Such actions are known as derivative actions. The BVI Court may only grant\npermission to bring a derivative action where the following circumstances apply:\n\n \n\n \n●\nthe\ncompany does not intend to bring, diligently continue or defend or discontinue proceedings; and\n\n \n \n \n\n  \n●\nit\nis in the interests of the company that the conduct of the proceedings not be left to the directors or to the determination of the\nshareholders as a whole.\n\n \n\nWhen\nconsidering whether to grant leave, the BVI Court is also required to have regard to the following matters:\n\n \n\n \n●\nwhether\nthe shareholder is acting in good faith;\n\n \n \n \n\n \n●\nwhether\na derivative action is in the company’s best interests, taking into account the directors’ views on commercial matters;\n\n \n \n \n\n \n●\nwhether\nthe action is likely to proceed;\n\n \n\n104\n\n  \n\n****\n\n \n\n \n●\nthe\ncosts of the proceedings in relation to the relief likely to be obtained; and\n\n \n\n \n●\nwhether\nan alternative remedy is available.\n\n \n\n*Just\nand equitable winding up*\n\n \n\nIn\naddition to the statutory remedies outlined above, shareholders can also petition the BVI Court for the winding up of a company under\nthe BVI Insolvency Act 2003 for the appointment of a liquidator to liquidate the company and the court may appoint a liquidator for the\ncompany if it is of the opinion that it is just and equitable for the court to so order. This remedy is generally only available in exceptional\ncircumstances as a last resort where there are no other remedies available.\n\n \n\n**Indemnification\nof directors and executive officers and limitation of liability**\n\n \n\nOur\nmemorandum and articles of association provides that, subject to certain limitations, we indemnify against all expenses, including legal\nfees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative\nor investigative proceedings for any person who:\n\n \n\n \n●\nis\nor was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal,\nadministrative or investigative, by reason of the fact that the person is or was our director; or\n\n \n\n \n●\nis\nor was, at our request, serving as a director or officer of, or in any other capacity is or was acting for, another body corporate\nor a partnership, joint venture, trust or other enterprise.\n\n \n\nThese\nindemnities only apply if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal\nproceedings, the person had no reasonable cause to believe that his conduct was unlawful. The decision of the directors as to whether\nthe person acted honestly and in good faith and with a view to the best interests of the company and as to whether the person had no\nreasonable cause to believe that his conduct was unlawful and is, in the absence of fraud, sufficient for the purposes of the memorandum\nand articles of association, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement,\nconviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in\ngood faith and with a view to the best interests of the company or that the person had reasonable cause to believe that his conduct was\nunlawful.\n\n \n\nThis\nstandard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. Insofar\nas indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling\nus under the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy\nas expressed in the Securities Act and is therefore unenforceable.\n\n \n\n**Anti-takeover\nprovisions in our memorandum and articles of association**\n\n \n\nSome\nprovisions of our memorandum and articles of association may discourage, delay or prevent a change in control of the Company or management\nthat shareholders may consider favorable. Under the BVI Act there are no provisions which specifically prevent the issuance of preferred\nshares or any such other ‘poison pill’ measures. The memorandum and articles of association of the Company contain provisions\nthat permit our board of directors by resolution to amend certain provisions of the memorandum and articles of association, including\nto create and issue classes of shares with preferred, deferred or other special rights or restrictions as the board of directors determine\nin their discretion, without any further vote or action by our shareholders. If issued, the rights, preferences, designations and limitations\nof any class of preferred shares would be set by the board of directors by way of amendments to relevant provisions of the memorandum\nand articles of association and could operate to the disadvantage of the outstanding ordinary shares the holders of which would not have\nany pre-emption rights in respect of such an issue of preferred shares. Such terms could include, among others, preferences as to dividends\nand distributions on liquidation, or could be used to prevent possible corporate takeovers. Therefore, the directors without the approval\nof the holders of Ordinary Shares may issue preferred shares that have characteristics that may be deemed to be anti-takeover. Additionally,\nsuch a designation of shares may be used in connection with plans that are poison pill plans. However, under BVI law, our directors in\nthe exercise of their powers granted to them under our memorandum and articles of association and performance of their duties, are required\nto act honestly and in good faith in what the director believes to be in the best interests of the Company.\n\n \n\n105\n\n  \n\n \n\n**Directors’\nfiduciary duties**\n\n \n\nUnder\nDelaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty\nhas two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care\nthat an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and\ndisclose to shareholders, all material information reasonably available regarding a significant transaction.\n\n \n\nThe\nduty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must\nnot use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best\ninterest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder\nand not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis,\nin good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption\nmay be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by\na director, a director must prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation.\n\n \n\nUnder\nBVI law, our directors owe fiduciary duties both at common law and under statute including, among others, a statutory duty to act honestly,\nin good faith, for a proper purpose and with a view to what the directors believe to be in the best interests of the company. Our directors\nare also required, when exercising powers or performing duties as a director, to exercise the care, diligence and skill that a reasonable\ndirector would exercise in comparable circumstances, taking into account without limitation, the nature of the company, the nature of\nthe decision and the position of the director and the nature of the responsibilities undertaken. In the exercise of their powers, our\ndirectors must ensure neither they nor the company acts in a manner which contravenes the BVI Act or our memorandum and articles of association.\nA shareholder has the right to seek damages for breaches of duties owed to us by our directors.\n\n \n\nPursuant\nto the BVI Act and our memorandum and articles of association, a director of a company who has an interest in a transaction and who has\ndeclared such interest to the other directors, may:\n\n \n\n \n(a)\nvote\non a matter relating to the transaction;\n\n \n\n \n(b)\nattend\na meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting\nfor the purposes of a quorum; and\n\n \n\n \n(c)\nsign\na document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction.\n\n \n\nIn\ncertain limited circumstances, a shareholder has the right to seek various remedies against the company in the event the directors are\nin breach of their duties under the BVI Act. Pursuant to Section 184B of the BVI Act, if a company or director of a company engages in,\nor proposes to engage in or has engaged in, conduct that contravenes the provisions of the BVI Act or the memorandum or articles of association\nof the company, the BVI Court may, on application of a shareholder or director of the company, make an order directing the company or\ndirector to comply with, or restraining the company or director from engaging in conduct that contravenes the BVI Act or the memorandum\nor articles. Furthermore, pursuant to section 184I(1) of the BVI Act, a shareholder of a company who considers that the affairs of the\ncompany have been, are being or are likely to be, conducted in a manner that is, or any acts of the company have been, or are likely\nto be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the BVI Court for an order which,\ninter alia, can require the company or any other person to pay compensation to the shareholders.\n\n \n\n106\n\n  \n\n \n\n**Shareholder\naction by written consent**\n\n \n\nUnder\nthe Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to\nits certificate of incorporation. BVI law provides that, subject to the memorandum and articles of association of a company, an action\nthat may be taken by members of the company at a meeting may also be taken by a resolution of members consented to in writing.\n\n \n\n**Shareholder\nproposals**\n\n \n\nUnder\nthe Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided\nit complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other\nperson authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. BVI law and our\nmemorandum and articles of association allow our shareholders holding 30% or more of the votes of the outstanding voting shares to requisition\na shareholders’ meeting. There is no requirement under BVI law to hold shareholders’ annual general meetings, but our memorandum\nand articles of association do permit the directors to call such a meeting. The location of any shareholders’ meeting can be determined\nby the board of directors and can be held anywhere in the world.\n\n \n\n**Cumulative\nvoting**\n\n \n\nUnder\nthe Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate\nof incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders\non a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single\ndirector, which increases the shareholder’s voting power with respect to electing such director. As permitted under BVI law, our\nmemorandum and articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less\nprotections or rights on this issue than shareholders of a Delaware corporation.\n\n \n\n**Removal\nof directors**\n\n \n\nUnder\nthe Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval\nof a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our memorandum\nand articles of association, directors can be removed from office, with or without cause, by a resolution of shareholders passed at a\nmeeting of the shareholders called for the purposes of removing the director or for purposes including the removal of the director or\nby a written resolution passed by at least 75 percent of the votes of the shareholders entitled to vote. Directors can also be removed\nby a resolution of directors passed at a meeting of directors called for the purpose of removing the director or for purposes including\nthe removal of the director.\n\n \n\n**Transactions\nwith interested shareholders**\n\n \n\nThe\nDelaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the\ncorporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited\nfrom engaging in certain business combinations with an “interested shareholder” for three years following the date that such\nperson becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15% or\nmore of the target’s outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential\nacquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if,\namong other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either\nthe business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential\nacquirer of a Delaware public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.\nBVI law has no comparable statute and our memorandum and articles of association does not provide for the same protection afforded by\nthe Delaware business combination statute.\n\n \n\n107\n\n  \n\n \n\n**Dissolution;\nWinding Up**\n\n \n\nUnder\nthe Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by\nshareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors\nmay it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to\ninclude in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.\nUnder the BVI Act and our memorandum and articles of association, we may appoint a voluntary liquidator by a resolution of the shareholders,\n(or by resolution of directors if the shareholders have approved the liquidation plan) provided that the directors have made a declaration\nof solvency that the company is able to discharge its debts as they fall due and that the value of the company’s assets exceed\nits liabilities.\n\n \n\n**Variation\nof rights of shares**\n\n \n\nUnder\nthe Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding\nshares of such class, unless the certificate of incorporation provides otherwise. Under our memorandum and articles of association, if\nat any time our shares are divided into different classes of shares, the rights attached to any class may only be varied, whether or\nnot the Company is in liquidation, with the consent in writing of or by a resolution passed at a meeting by a majority of the votes cast\nby those entitled to vote at a meeting of the holders of the issued shares in that class. For these purposes the creation, designation\nor issue of (i) shares with rights and privileges ranking pari passu to an existing class of shares, or (ii) preferred shares with rights\nand privileges ranking in priority to an existing class of shares is deemed not to be a variation of the rights of such existing class\nand may in accordance with our memorandum and articles of association be effected by resolution of directors without shareholder approval.\n\n \n\n**Amendment\nof governing documents**\n\n \n\nUnder\nthe Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the\noutstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by BVI law, our memorandum\nand articles of association may be amended by a resolution of shareholders and, subject to certain exceptions, by a resolution of directors.\nAn amendment is effective from the date it is registered at the Registry of Corporate Affairs in the BVI.\n\n \n\n**Anti-Money\nLaundering Laws**\n\n \n\nIn\norder to comply with legislation or regulations aimed at the prevention of money laundering we are required to adopt and maintain anti-money\nlaundering procedures, and may require subscribers to provide evidence to verify their identity. Where permitted, and subject to certain\nconditions, we also may delegate the maintenance of our anti-money laundering procedures (including the acquisition of due diligence\ninformation) to a suitable person.\n\n \n\nWe\nreserve the right to request such information as is necessary to verify the identity of a subscriber. In the event of delay or failure\non the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application,\nin which case any funds received will be returned without interest to the account from which they were originally debited.\n\n \n\nIf\nany person resident in the BVI knows or suspects that another person is engaged in money laundering or terrorist financing and the information\nfor that knowledge or suspicion came to their attention in the course of their business the person will be required to report his belief\nor suspicion to the Financial Investigation Agency of the BVI, pursuant to the Proceeds of Criminal Conduct Act, 1997 (as amended). Such\na report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment\nor otherwise.\n\n \n\nThe\nabove summary is qualified in its entirety by our amended and restated memorandum of association and our amended and restated articles\nof association filed as Exhibit 1.2 of the Exhibit Index of this Annual Report on Form 20-F/A.\n\n \n\n**C.\nMaterial Contracts**\n\n \n\nMaterial\ncontracts other than in the ordinary course of business are described in Item 4 and Item 7 or elsewhere in this annual report.\n\n \n\n108\n\n  \n\n \n\n**D.\nExchange Controls**\n\n \n\nPRC\non Foreign Exchange (the “Foreign Exchange Regulations”), which were promulgated on January 29, 1996, became effective on\nApril 1, 1996 and were last amended on August 5, 2008. Under these rules, Renminbi is generally freely convertible for payments of current\naccount items, such as trade- and service-related foreign exchange transactions and dividend payments, but not freely convertible for\ncapital account items, such as capital transfer, direct investment, investment in securities, derivative products or loans unless prior\napproval by competent authorities for the administration of foreign exchange is obtained. Under the Foreign Exchange Regulations, foreign-invested\nenterprises in the PRC may purchase foreign exchange without the approval of SAFE to pay dividends by providing certain evidentiary documents,\nincluding board resolutions, tax certificates, or for trade- and services-related foreign exchange transactions, by providing commercial\ndocuments evidencing such transactions.\n\n \n\n*Circular\nNo. 37 and Circular No. 13*\n\n \n\nCircular\n37 was released by SAFE on July 4, 2014 and abolished Circular 75 which had been in effect since November 1, 2005. Pursuant to Circular\n37, a PRC resident should apply to SAFE for foreign exchange registration of overseas investments before it makes any capital contribution\nto a special purpose vehicle, or SPV, using his or her legitimate domestic or offshore assets or interests. SPVs are offshore enterprises\ndirectly established or indirectly controlled by domestic residents for the purpose of investment and financing by utilizing domestic\nor offshore assets or interests they legally hold. Following any significant change in a registered offshore SPV, such as capital increase,\nreduction, equity transfer or swap, consolidation or division involving domestic resident individuals, the domestic individuals shall\namend the registration with SAFE. Where an SPV intends to repatriate funds raised after completion of offshore financing to the PRC,\nit shall comply with relevant PRC regulations on foreign investment and foreign debt management. A foreign-invested enterprise established\nthrough return investment shall complete relevant foreign exchange registration formalities in accordance with the prevailing foreign\nexchange administration regulations on foreign direct investment and truthfully disclose information on the actual controller of its\nshareholders.\n\n \n\n109\n\n  \n\n \n\nIf\nany shareholder who is a PRC resident (as determined by the Circular No. 37) holds any interest in an offshore SPV and fails to fulfil\nthe required foreign exchange registration with the local SAFE branches, the PRC subsidiaries of that offshore SPV may be prohibited\nfrom distributing their profits and dividends to their offshore parent company or from carrying out other subsequent cross-border foreign\nexchange activities. The offshore SPV may also be restricted in its ability to contribute additional capital to its PRC subsidiaries.\nWhere a domestic resident fails to complete relevant foreign exchange registration as required, fails to truthfully disclose information\non the actual controller of the enterprise involved in the return investment or otherwise makes false statements, the foreign exchange\ncontrol authority may order them to take remedial actions, issue a warning, and impose a fine of less than RMB 300,000 on an institution\nor less than RMB 50,000 on an individual.\n\n \n\nCircular\n13 was issued by SAFE on February 13, 2015, and became effective on June 1, 2015. Pursuant to Circular 13, a domestic resident who makes\na capital contribution to an SPV using his or her legitimate domestic or offshore assets or interests is no longer required to apply\nto SAFE for foreign exchange registration of his or her overseas investments, instead, he or she shall register with a bank in the place\nwhere the assets or interests of the domestic enterprise in which he or she has interests are located if the domestic resident individually\nseeks to make a capital contribution to the SPV using his or her legitimate domestic assets or interests; or he or she shall register\nwith a local bank at his or her permanent residence if the domestic resident individually seeks to make a capital contribution to the\nSPV using his or her legitimate offshore assets or interests.\n\n \n\nAs\nof the date of this Annual Report, all beneficial shareholders of Changzhou Zhongjin have completed registrations in accordance with\nCircular 37. The failure of our beneficial shareholders to comply with the registration procedures may subject each of our beneficial\nshareholders to fines of less than RMB 50,000 (approximately US$7,199). The Chinese resident shareholders’ failure to comply with\nSAFE Circular 37 also results in restrictions being imposed on foreign exchange activities of the SPV, including restrictions on its\nability to receive registered capital as well as additional capital from Chinese resident shareholders, and contribute registered capital\nas well as additional capital to WFOE. WFOE’s ability to pay dividends or make distributions is also restricted, and repatriation\nof profits and dividends derived from special purpose vehicles by Chinese residents to China are illegal. The offshore financing funds\nare also not allowed to be used in China.\n\n \n\n*Circular\n19 and Circular 16*\n\n \n\nCircular\n19 was promulgated by SAFE on March 30, 2015, and became effective on June 1, 2015. According to Circular 19, the foreign exchange capital\nin the capital account of foreign-invested enterprises, meaning the monetary contribution confirmed by the foreign exchange authorities\nor the monetary contribution registered for account entry through banks, shall be granted the benefits of Discretional Foreign Exchange\nSettlement (“Discretional Foreign Exchange Settlement”). With Discretional Foreign Exchange Settlement, foreign capital in\nthe capital account of a foreign-invested enterprise for which the rights and interests of monetary contribution have been confirmed\nby the local foreign exchange bureau, or for which book-entry registration of monetary contribution has been completed by the bank, can\nbe settled at the bank based on the actual operational needs of the foreign-invested enterprise. The allowed Discretional Foreign Exchange\nSettlement percentage of the foreign capital of a foreign-invested enterprise has been temporarily set to be 100%. The Renminbi converted\nfrom the foreign capital will be kept in a designated account and if a foreign-invested enterprise needs to make any further payment\nfrom such account, it will still need to provide supporting documents and to complete the review process with its bank.\n\n \n\n110\n\n  \n\n \n\nFurthermore,\nCircular 19 stipulates that foreign-invested enterprises shall make bona fide use of their capital for their own needs within their business\nscopes. The capital of a foreign-invested enterprise and the Renminbi it obtained from foreign exchange settlement shall not be used\nfor the following purposes:\n\n \n\n●\ndirectly\nor indirectly used for expenses beyond its business scope or prohibited by relevant laws or regulations;\n\n \n\n●\ndirectly\nor indirectly used for investment in securities unless otherwise provided by relevant laws or regulations;\n\n \n\n●\ndirectly\nor indirectly used for entrusted loan in Renminbi (unless within its permitted scope of business), repayment of inter-company loans\n(including advances by a third party) or repayment of bank loans in Renminbi that have been sub-lent to a third party; or\n\n \n\n●\ndirectly\nor indirectly used for expenses related to the purchase of real estate that is not for self-use (except for foreign-invested real\nestate enterprises).\n\n \n\nCircular\n16 was issued by SAFE on June 9, 2016. Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts\nfrom foreign currency to Renminbi on a self-discretionary basis. Circular 16 provides an integrated standard for conversion of foreign\nexchange capital items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis applicable\nto all enterprises registered in the PRC. Circular 16 reiterates the principle that an enterprise’s Renminbi capital converted\nfrom foreign currency-denominated capital may not be directly or indirectly used for purposes beyond its business scope or purposes prohibited\nby PRC laws or regulations, and such converted Renminbi capital shall not be provided as loans to non-affiliated entities.\n\n \n\n**E.\nTaxation**\n\n \n\nThe\nfollowing summary of certain Cayman Islands, PRC and U.S. federal income tax consequences of the acquisition, ownership and disposition\nof our Ordinary Shares is based on laws and relevant interpretations thereof in effect as of the date of this Annual Report, all of which\nare subject to change. Please note that this summary should not be considered a comprehensive description of all the tax considerations\nthat may be relevant to the decision to purchase our Ordinary Shares, such as tax considerations under U.S. state and local tax laws\nor under the tax laws of jurisdictions other than the British Virgin Islands, the People’s Republic of China and the United States.\n\n \n\n**Material\nU.S. Federal Income Tax Consequences Applicable to U.S. Holders of Our Ordinary Shares**\n\n \n\nThe\nfollowing sets forth the material U.S. federal income tax consequences related to an investment in our Ordinary Shares. It is directed\nto U.S. Holders (as defined below) of our Ordinary Shares and is based upon laws and relevant interpretations thereof in effect as of\nthe date of this Annual Report, all of which are subject to change. This description does not deal with all possible tax consequences\nrelating to an investment in our Ordinary Shares or U.S. tax laws, other than the U.S. federal income tax laws, such as the tax consequences\nunder non-U.S. tax laws, state, local and other tax laws.\n\n \n\nThe\nfollowing brief description applies only to U.S. Holders (defined below) that hold Ordinary Shares as capital assets and that have the\nU.S. dollar as their functional currency. This brief description is based on the federal income tax laws of the United States in effect\nas of the date of this Annual Report and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this Annual\nReport, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities\nare subject to change, which change could apply retroactively and could affect the tax consequences described below.\n\n \n\n111\n\n  \n\n \n\nThe\nbrief description below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial\nowner of Ordinary Shares and you are, for U.S. federal income tax purposes:\n\n \n\n \n●\nan\nindividual who is a citizen or resident of the United States;\n\n \n\n \n●\na\ncorporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United\nStates, any state thereof or the District of Columbia;\n\n \n\n \n●\nan\nestate whose income is subject to U.S. federal income taxation regardless of its source; or\n\n \n\n \n●\na\ntrust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons\nfor all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a\nU.S. person.\n\n \n\nIf\na partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our Ordinary\nShares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership.\nPartnerships and partners of a partnership holding our Ordinary Shares are urged to consult their tax advisors regarding an investment\nin our Ordinary Shares.\n\n \n\nWE\nURGE POTENTIAL PURCHASERS OF OUR ORDINARY SHARES TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S.\nTAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR ORDINARY SHARES.\n\n \n\nThe\nfollowing does not address the tax consequences to any particular investor or to persons in special tax situations such as:\n\n \n\n \n●\nbanks;\n\n \n\n \n●\nfinancial\ninstitutions;\n\n \n\n \n●\ninsurance\ncompanies;\n\n \n\n \n●\nPension\nplans;\n\n \n\n \n●\ncooperatives;\n\n \n\n \n●\nregulated\ninvestment companies;\n\n \n\n \n●\nreal\nestate investment trusts;\n\n \n\n \n●\nbroker-dealers;\n\n \n\n \n●\ntraders\nthat elect to use a mark-to-market method of accounting;\n\n \n\n \n●\nU.S.\nexpatriates;\n\n \n\n \n●\nCertain\nformer U.S. citizens or long-term residents;\n\n \n\n \n●\ntax-exempt\nentities (including private foundations);\n\n \n\n \n●\npersons\nliable for alternative minimum tax;\n\n \n\n \n●\npersons\nholding our Ordinary Shares as part of a straddle, hedging, conversion or integrated transaction;\n\n \n\n \n●\npersons\nthat actually or constructively own 10% (by vote or value) or more of our voting shares (including by reason of owning our Ordinary\nShares);\n\n \n\n \n●\npersons\nwho acquired our Ordinary Shares pursuant to the exercise of any employee share option or otherwise as compensation;\n\n \n\n \n●\npersons\nholding our Ordinary Shares through partnerships or other pass-through entities;\n\n \n\n \n●\ngovernments\nor agencies or instrumentalities thereof;\n\n \n\n \n●\nbeneficiaries\nof a Trust holding our Ordinary Shares; or\n\n \n\n \n●\npersons\nholding our Ordinary Shares through a trust.\n\n \n\n112\n\n  \n\n \n\nAll\nof whom may be subject to tax rules that differ significantly from those discussed below.\n\n \n\nThe\ndiscussion set forth below is addressed only to U.S. Holders that purchase Ordinary Shares Prospective purchasers are urged to consult\ntheir own 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 Ordinary Shares.\n\n \n\n**Taxation\nof Dividends and Other Distributions on Our Ordinary Shares**\n\n \n\nSubject\nto the passive foreign investment company rules discussed below, the gross amount of distributions made by us to you with respect to\nthe Ordinary Shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend\nincome on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings\nand profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not\nbe eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.\n\n \n\nWith\nrespect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable\nto qualified dividend income, provided that (1) the Ordinary Shares are readily tradable on an established securities market in the United\nStates, or 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 PFIC for either our taxable year in which the dividend is paid or the preceding taxable year,\nand (3) certain holding period requirements are met. Because there is No income tax treaty between the United States and the BVI, clause\n(1) above can be satisfied only if the Ordinary Shares are readily tradable on an established securities market in the United States.\nUnder U.S. Internal Revenue Service authority, Ordinary Shares are considered for purpose of clause (1) above to be readily tradable\non an established securities market in the United States if they are listed on the Nasdaq Capital Market. You are urged to consult your\ntax advisors regarding the availability of the lower rate for dividends paid with respect to our Ordinary Shares, including the effects\nof any change in law after the date of this Annual Report.\n\n \n\nDividends\nwill constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income\n(as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will\nbe limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable\nto dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income.\nFor this purpose, dividends distributed by us with respect to our Ordinary Shares will constitute “passive category income”\nbut could, in the case of certain U.S. Holders, constitute “general category income.”\n\n \n\nTo\nthe extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal\nincome tax principles), it will be treated first as a tax-free return of your tax basis in your Ordinary Shares, and to the extent the\namount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings\nand profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a\ndividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described\nabove.\n\n \n\n**Taxation\nof Dispositions of Ordinary Shares**\n\n \n\nSubject\nto the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other\ntaxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis\n(in U.S. dollars) in the Ordinary Shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including\nan individual U.S. Holder, who has held the Ordinary Shares for more than one year, you will be eligible for reduced tax rates. The deductibility\nof capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source\nincome or loss for foreign tax credit limitation purposes.\n\n \n\n113\n\n  \n\n \n\n**Information\nReporting and Backup Withholding**\n\n \n\nDividend\npayments with respect to our Ordinary Shares and proceeds from the sale, exchange or redemption of our Ordinary Shares may be subject\nto information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding at a current rate of 24%. Backup withholding\nwill not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification\non U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish\ntheir exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult\ntheir tax advisors regarding the application of the U.S. information reporting and backup withholding rules.\n\n \n\nBackup\nwithholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability,\nand you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund\nwith the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders.\nHowever, transactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including backup\nwithholding), and such brokers or intermediaries may be required by law to withhold such taxes.\n\n \n\nUnder\nthe Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our Ordinary\nShares, subject to certain exceptions (including an exception for 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 for\neach year in which they hold Ordinary Shares. Failure to report the information could result in substantial penalties. You should consult\nyour own tax advisor regarding your obligation to file Form 8938.\n\n \n\n**Passive\nForeign Investment Company (“PFIC”)**\n\n \n\n**Hong\nKong Profits Taxation**\n\n \n\nOur\nindirectly held subsidiaries, NCEW (HK) and Win-Tec, are Hong\nKong entities subject to the two-tier profit tax rates system according to Hong Kong tax rules and regulations**.**\n\n \n\nThe\ntwo-tier profits tax rates system was introduced under the Inland Revenue (Amendment)(No.3) Ordinance 2018 (the “Ordinance”)\nof Hong Kong became effective for the assessment year 2018/2019. Under the two-tier profit tax rates regime, the profits tax rate for\nthe first HKD 2 million of assessable profits of a corporation will be subject to the lowered tax rate, 8.25% while the remaining assessable\nprofits will be subject to the legacy tax rate, 16.5%. The Ordinance only allows one entity within a group of “connected entities”\nis eligible for the two-tier tax rate benefit. An entity is a connected entity of another entity if (1) one of them has control over\nthe other; (2) both of them are under the control (more than 50% of the issued share capital) of the same entity; (3) in the case of\nthe first entity being a natural person carrying on a sole proprietorship business-the other entity is the same person carrying on another\nsole proprietorship business. Under the Ordinance, it is an entity’s election to nominate an entity that will be subject to the\ntwo-tier profits tax rate on its Profits Tax Return. The election is irrevocable.\n\n \n\nUnder\nHong Kong tax laws, our Hong Kong subsidiary is exempted from Hong Kong income tax on its foreign-derived income. In addition, payments\nof dividends from our Hong Kong subsidiary to us are not subject to any withholding tax in Hong Kong.\n\n \n\n114\n\n  \n\n \n\n**BVI\nTaxation**\n\n \n\nThe\nGovernment of the BVI does not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance\ntax, gift tax or withholding tax upon the Company or its shareholders who are not tax resident in the BVI.\n\n \n\nThe\nCompany and all distributions, interest and other amounts paid by the Company to persons who are not tax resident in the BVI will not\nbe subject to any income, withholding or capital gains taxes in the BVI, with respect to the Ordinary Shares in the Company owned by\nthem and dividends received on such shares, nor will they be subject to any estate or inheritance taxes in the BVI.\n\n \n\nNo\nestate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not tax resident in the BVI\nwith respect to any shares, debt obligations or other securities of the Company.\n\n \n\nExcept\nto the extent that we have any interest in real property in the BVI, all instruments relating to transactions in respect of the shares,\ndebt obligations or other securities of the Company and all instruments relating to other transactions relating to the business of the\nCompany are exempt from the payment of stamp duty in the BVI.\n\n \n\nThere\nare currently no withholding taxes or exchange control regulations in the BVI applicable to the Company or its shareholders.\n\n \n\nThere\nis no income tax treaty or convention currently in effect between the United States and the BVI or between Hong Kong and the BVI.\n\n \n\n**BVI\nEconomic Substance Legislation**\n\n \n\nThe\nBVI, together with several other non-European Union jurisdictions, has introduced legislation aimed at addressing concerns raised by\nthe Council of the European Union (the “EU”) as to offshore structures engaged in certain activities which attract profits\nwithout real economic activity. With effect from January 1, 2019, the Economic Substance (Companies and Limited Partnerships) Act, 2018\n(the “ES Act”) came into force in the BVI introducing certain economic substance requirements for in-scope BVI entities which\nare engaged in certain “relevant activities”.\n\n \n\nAlthough\nit is presently anticipated that the ES Act will have little material impact on the Company or its operations, as the legislation is\nrelatively new and remains subject to further clarification and interpretation, it is not currently possible to ascertain the precise\nimpact of these legislative changes on the Company.\n\n \n\n**F.\nDividends and Paying Agents**\n\n \n\nNot\napplicable.\n\n \n\n**G.\nStatement by Experts**\n\n \n\nNot\napplicable.\n\n \n\n**H.\nDocuments on display**\n\n \n\nWe\nhave previously filed with the SEC our registration statement on Form F-1 (File Number 333-274115), as amended.\n\n \n\nDocuments\nconcerning us that are referred to in this document may be inspected at Office A-E, 33/F, King Palace Plaza, 55 King Yip Street, Kwun\nTong, Kowloon, Hong Kong. In addition, we file annual reports and other information with the Securities and Exchange Commission. We file\nannual reports on Form 20-F and submit other information under cover of Form 6-K. As a foreign private issuer, we are exempt from the\nproxy requirements of Section 14 of the Exchange Act and our officers, directors and principal shareholders are exempt from the insider\nshort-swing disclosure and profit recovery rules of Section 16 of the Exchange Act. Annual reports and other information we file with\nthe Commission may be inspected at the public reference facilities maintained by the Commission at Room 1024, 100 F. Street, N.E., Washington,\nD.C. 20549, and copies of all or any part thereof may be obtained from such offices upon payment of the prescribed fees. You may call\nthe Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms and you can request copies of\nthe documents upon payment of a duplicating fee, by writing to the Commission. In addition, the Commission maintains a web site that\ncontains reports and other information regarding registrants (including us) that file electronically with the Commission which can be\nassessed at http://www.sec.gov.\n\n \n\n**I.\nSubsidiary Information**\n\n \n\nNot\napplicable.\n\n \n\n**J.\nAnnual Report to Security Holders**\n\n \n\nWe\nare not required to provide an annual report to security holders in response to the requirements of Form 6-K.\n\n \n\n115"}