{"url_path":"/sec/ncew/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY**","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":17789,"has_tables":true,"body_markdown":"**ITEM\n4. INFORMATION ON THE COMPANY**\n\n \n\n**A.\nHistory and development of the company**\n\n** **\n\nNC\nLogistics was incorporated in the BVI on April 24, 2019 and is a holding company with no material operations.\n\n \n\nAs\npart of the Reorganization, on May 10, 2019, the Company acquired NCL (HK), which is our principal operating subsidiary and is principally\nengaged in the business of freight forwarding and ancillary logistics services. NCL (HK) was incorporated in Hong Kong as a limited liability\ncompany on July 31, 2002, with an issued share capital of HK$1,000,000 divided into 1,000,000 shares.\n\n \n\nOn\nSeptember 26, 2019, the Company, via NCL (HK), has acquired NCEW (HK) and Win-Tec. NCEW (HK) is principally engaged in the business of\nfreight forwarding services and Win-Tec is principally engaged in the business of warehousing and distribution services. As a result,\neach of NCEW (HK) and Win-Tec became an indirect wholly-owned subsidiary of the Company.\n\n \n\nNCEW\n(HK) was incorporated in Hong Kong as a limited liability company on August 15, 2016, with an issued share capital of HK$10,000 divided\ninto 10,000 shares. Though currently inactive, NCEW (HK) was principally engaged in the business of freight forwarding services, and\nwas acquired mainly for handling dangerous goods. Some of the airlines have more stringent requirements on dangerous goods, and will\nlower the creditability of the freight forwarders if the freight forwarders has previously handled dangerous goods improperly.\n\n \n\nWin-Tec\nwas incorporated in Hong Kong as a limited liability company on June 28, 2005, with an issued share capital of HK$188,450 with 6 shares.\nWin-Tec is principally engaged in the business of warehousing and distribution services. Its main assets are two trucks, which it uses\nto provide warehousing and distribution services to its clients/suppliers, and external customers.\n\n \n\nBy\na conditional resolution of the directors dated March 24, 2023, which became effective on April 11, 2023, the Company conducted a 2,000\nfor 1 forward-split of its, as of the date therein, issued and outstanding shares resulting in 20,000,000 Ordinary shares issued and\noutstanding as of September 30, 2024. As the Ordinary Shares are of no par value, the post-split shares are of the same denomination\nand the split has not altered the capitalization of NC Logistics.\n\n \n\nOn\nJanuary 3, 2025, the Company acquired Top Wise, which has not yet commenced business operations.\n\n \n\nOn\nJanuary 22, 2025, the Company acquired NCL (USA), which has not yet commenced business operations.\n\n \n\nOn\nMarch 7, 2025, NCEW (HK) acquired Easy Affinity, which is currently dormant.\n\n \n\nOn\nMarch 14, 2025, NCEW (HK) acquired Sky Prime, which is dormant business.\n\n \n\nOn\nJune 19, 2025, NCEW (HK) acquired PayConnect, which has not yet commenced business operations.\n\n \n\nBy\na conditional resolution of the directors dated October 3, 2025, which became effective on November 14, 2025, the Company implement a\n1-for-8 reverse stock split to reduce the authorized number of shares of the Company’s common stock from 100,000,000 shares to\n12,500,000 shares, the reduction at the same ratio as its reduction in the issued and outstanding shares of common stock, with no par\nvalue. As the Ordinary Shares are of no par value, the post-split shares are of the same denomination and the split has not altered the\ncapitalization of NC Logistics.\n\n  \n\nThe\nfollowing diagram illustrates our corporate structure as of the date of this Annual Report:\n\n \n\n \n\n33\n\n  \n\n** **\n\n**Other\ninformation**\n\n** **\n\nThe\nSEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that\nfile electronically with the SEC and state the address of that site (http:// www.sec.gov). The Company maintains an internet address\nat https://www.nclogistics.com.hk/.\n\n \n\n**B.\nBusiness Overview**\n\n** **\n\nWe\nare a freight forwarding service provider founded and based in Hong Kong. Our history can be traced back to 2002 when NCL (HK) was incorporated;\nit commenced its operation as a freight forwarder in 2004. We provide air and ocean export and import freight forwarding services ranging\nfrom the sale of cargo space, cargo pick up, off-airport air cargo security screening, palletization, preparation of shipping documentation,\narrangement of customs clearance to cargo handling at ports. Since our inception, we have offered routes to over 140 countries to our\ncustomers. The Company is managed and run by a group of professionals with over 20 years of combined expertise in the air and sea freight\nindustries in Hong Kong. We have a robust network that works closely with agents to manage both incoming and outgoing traffic for all\nother nations as well. These representatives are handpicked to maintain a uniformly high standard of service for our clients.\n\n \n\nWe\nderive our revenue mainly from freight forwarding services. In April 2019, we commenced providing our ancillary logistics services such\nas warehousing and distribution, X-ray, gate charge and palletization. Our warehousing and distribution services include storage, inventory\nmanagement, stock take, access to warehousing management system, pick and pack, labeling, repackaging, palletization, local/overseas\ndistribution services. In addition, as part of the Reorganization, the Company acquired NCEW (HK) (which is principally engaged in the business\nof freight forwarding services, currently inactive) and Win-Tec (which is principally engaged in the business of warehousing and distribution\nservices) on September 26, 2019. As a result, each of NCEW (HK) and Win-Tec became an indirect wholly-owned subsidiary of the Company. Since\nthe acquisition of Win-Tec, we started to derive revenue from warehousing services and gate charges. Since then, the Company offers various\nwarehousing related services such as palletization service, loading and unloading services, standalone air cargo security screening service.\n\n \n\n**Our\nServices**\n\n \n\nWe\nprovide a full range of global logistics services by providing to our customers a robust international network that strategically supports\nthe movement of our customers’ goods. The services provided by the Company are seamlessly managed by its network of trained employees\nand integrated information systems. These representatives are handpicked to maintain a uniformly high standard of service for our clients.\nWe enable our customers to share data regarding their international vendors and purchase orders with us, execute the flow of goods and\ninformation under their operating instructions, provide visibility to the flow of goods from factory to distribution center or store\nand when required, update their inventory records.\n\n \n\nOur\nprimary services include:\n\n \n\n*Air\nFreight Import & Export*\n\n \n\nThe\nbusiness of air freight forwarding services is our dominant business segment. It includes both import and export of goods and principally\ninvolves the arrangement of shipment upon receipt of booking instructions from our customers, including sale of cargo space, cargo pick\nup, off-airport air cargo security screening, palletization, preparation of shipping documentation, arrangement of customs clearance\nand cargo handling at ports.\n\n \n\n34\n\n  \n\n \n\nThe\nCompany provides both time savings and cost-effective air freight options to its customers. An expansive global network enables the Company\nto offer door to door service allowing customers to benefit from our expert staff for guidance with the physical movement of cargo and\ndocumentation compliance. The Company purchases cargo space from airlines on a volume basis and resells that space to our customers at\na lower price than they would be able to negotiate themselves for their individual shipments. The Company, through its integrated management\nsystem, determines the best routing for shipments and then arrangements are made to receive the cargo into a designated warehouse. Upon\nreceipt, cargo is inspected and weighed, documentation is collected, and export clearance is processed. Once cargo is cleared it is prepared\nfor departure. The Company offers real-time tracking visibility for customers to view when an order is booked, departs and arrives. The\nCompany contracts with a worldwide network of airlines and other service providers to provide the best airfreight service in assisting\nimporters to ship using the most efficient and cost-effective method. Some of the selections we offer include:\n\n \n\n \n●\nInternational,\ndomestic, deferred, express and charter services, which permit customers to choose from a menu of different priority options that\nsecure at different price levels, greater assurance of timely delivery\n\n \n●\nPort\nto Port and Door to Door shipments, which provide customers the option of managing, independently, the post arrival services such\nas delivery or clearance if the Company is not providing such services\n\n \n●\nAir\nand ocean combination shipment which offer cost effective transportation using multimodal, combination movements, by one mode to\nan international hub, such as Dubai, UAE or Singapore and converting to a different mode at the hub\n\n \n●\nAir\nand transload dedicated truck shipment, where arriving cargo is transferred from airline container or pallet into a truckload ready\nfor delivery\n\n \n●\nDangerous\ngoods handling requiring qualified handling\n\n \n●\nRefrigerated\ncargo\n\n \n\nThe\nCompany works with its international network to ensure air freight shipping capacity is secured and planned in advance to meet our customers’\nrequirements. The capacity is then made available to our customers at competitive pricing and with the added security of availability,\nparticularly during peak air freight shipping periods. We supplement scheduled capacity with full charter capacity to ensure customer\ncapacity requirements are met throughout the year. While capacity management is critical to securing and maintaining air freight customers,\nthe Company will try to quickly move to the position of offering additional primary services to our air freight customers.\n\n \n\nWe\nprocure cargo space from airlines (or their GSA(s)/CSA(s)), NVOCCs or other freight forwarders under different arrangements, including\ndirect booking, block space arrangement and aircraft charter arrangement. Block space arrangements refer to the continuous reservation\nof cargo space with airlines (or their GSA(s)/CSA(s)) for regular routing flights, while aircraft charter arrangements refer to procurement\nof cargo space with airlines (or their GSA(s)/CSA(s)) for specific unscheduled flights.\n\n \n\nFor\nthe procurement of cargo space from airlines (or their GSA(s)) directly, we are required to be their CSA. The CSA arrangement requires\nthe freight forwarders to provide bank guarantees or cash deposits as collaterals to secure the performance of the obligations of freight\nforwarders as CSAs in favor of airlines. However, for direct booking of cargo space, we are not required and have not provided any bank\nguarantee or cash deposit.\n\n \n\n*Ocean\nFreight Import and Export*\n\n \n\nOperating\nas an ocean transportation intermediary (“OTI”) to provide service as an ocean freight forwarder, NC Logistics provides to\nits customers ocean freight consolidation, direct ocean forwarding, and order management. The Company’s roles and responsibilities\nin ocean freight services include the following:\n\n \n\n \n●\nSelecting\nthe most optimal ocean carriers based on both cost and service. The Company has NVOCC arrangements with multiple ocean carriers and\nis thus able to offer its customers a choice in service;\n\n \n●\nEntering\ninto contract/rate arrangements with clients to transport their ocean shipments. Under such contracts the customer is assured of\nthe Company’s pricing and weekly capacity to carry the customer’s cargo;\n\n \n●\nConsolidating\nshipments at origin/deconsolidating of freight at destination. This enables the customer to receive the economics of a consolidated\ncontainer rate rather than a higher rate for less than full container load (“LCL”). It also makes delivery at destination\nmore efficient;\n\n \n●\nArranging\npick-up of shipment at origin and deliver at destination, with a factory to door service;\n\n \n●\nPreparing\nand processing the documentation/clearance (customs/security) for shipments during ocean transit, in advance of arrival of shipment\nat destination;\n\n \n●\nOcean\nfreight services are provided in both major and minor trade lanes with representation in all trading nations in Americas, Asia, and\nEurope;\n\n \n●\nOffering\na wide array of services typically performed by multiple services provides including but not limited to, offering options to customers\non ocean carrier service choices prior to final selection and securing such space based on customer requirement; this enables our\ncustomers to delegate more of its logistics management to us whereas a more limited range of service would require the customer to\ndeal with multiple service providers;\n\n \n●\nCommunicating\non any regulation/compliance issues on exporting and importing shipments;\n\n \n●\nPlaying\nintermediary role at any point of ocean transportation based on customer’s routing preferences; and\n\n \n●\nProviding\nspace acquisition on carrier service for committed delivery during high demand period, and providing lower price option in weak demand\nseason for utmost cost saving.\n\n \n\n35\n\n  \n\n* *\n\n**\n\n*Warehousing\nand Distribution*\n\n* *\n\n* *\n\nWe\noperate a warehousing facility in Hong Kong and plan to expand such services through our own managed facilities. The Company also provides\nwarehousing and distribution services through third party facilities. Our current facility is leased to Win-Tec and is 120,000 sq. ft.\nwith storage capacity for around 72,500 sq. ft. and 13 dedicated employees.\n\n \n\nWarehousing\nand Distribution services enable us to greatly expand our involvement in our customers’ supply chain, post arrival of shipments.\nBy providing inventory management, order fulfillment, and other services, our customers benefit from cost savings related to space, equipment\nand labor due to efficiencies of scale. Our Warehousing and Distribution Services include the following:\n\n \n\n \n●\nRACSF\n– Authorized X-Ray Machine\n\n \n●\n14\nExclusive Loading Bays\n\n \n●\nGross\nArea of 120,000 sq. ft. (G/F + 1/F)\n\n \n●\nSelf-leveling\nepoxy Surface\n\n \n●\nRacking\nSystem\n\n \n●\nTemperature\n& Humidity Control Area\n\n \n●\nAnti-dust\nworking area\n\n \n●\nWMS\n+ Real Time Web Enquiry + Bar-code Scanning System\n\n \n●\nExclusive\nCargo Elevator\n\n \n●\nIntegrated\nSecurity and Fired System\n\n \n●\n100+\nCCTV with 24hrs recording\n\n \n●\nIdeal\nGeographical location: HZMB 18 minutes / Mainland Border Control Point 10 minutes\n\n \n\nIn\nApril 2019, we began offering ancillary logistics services such as warehousing and distribution, X-ray, gate charge and palletization.\nOur warehousing and distribution services include storage, inventory management, stock take, access to warehousing management system,\npick and pack, labeling, repackaging, palletization, local/overseas distribution services. Win-Tec acts as a warehouse operator and charges\ngate charges and car parking fees to trucks offloading goods for the Company. Since the acquisition of Win-Tec in September 2019, we\nhave also derived revenue from warehousing services and gate charges. Since then, the Company offers various warehousing related services\nto our customers which includes palletization service, loading and unloading services, standalone air cargo security screening service.\n\n \n\n36\n\n  \n\n \n\nIn\nlight of the RACSF scheme, on October 16, 2019, we entered into a long-term master agreement, on a non-exclusive basis, with Well King\nTransportation Limited (“Well King”), a company incorporated in Hong Kong with limited liability, pursuant to which Well\nKing shall provide, among others, x-ray screening and related services to us. Since January 2020, Well King has been providing x-ray\nscreening and related services to us in accordance with the first phase of the Civil Aviation Department (CAD) transitional arrangement.\n\n \n\nWith\nthe x-ray screening and related services being provided by Well King, we have further expanded the scope of our air freight forwarding\nservices by providing off-airport air cargo security screening service to our customers. Other than the customers using our freight forwarding\nservices, the Company has also been providing the standalone air cargo security screening service to those customers who would arrange\nthe shipments on their own.\n\n \n\nThe\ncurrent facility is the first and only facility of its type operated by us. Warehousing and Distribution is an important opportunity\nfor our business expansion.\n\n \n\n*Project\nCargo*\n\n \n\nIf\nrequested by customers, we can also handle specialized transportation of large or heavy equipment and materials that cannot be transported\nusing standard methods. Such cargo may include cranes, prefabricated sections of buildings, and other specialized equipment. These items\nare critical to the successful completion of large-scale projects and must be transported safely and efficiently. Therefore, the transportation\nof project cargo requires careful planning and coordination to ensure that the cargo reaches its destination on time and in good condition.\n\n \n\nSpecialized\nequipment is essential for the transportation of project cargo. Heavy lift vessels, oversized cargo carriers, and specialized trucks\nor trailers are commonly used for the movement of these goods. The use of such equipment is necessary to ensure that the cargo is properly\nsecured during transportation and to minimize the risk of damage or loss. The route of transportation is also an important consideration\nin the transportation of project cargo.\n\n \n\nWe\noffer customized solutions for the transportation of project cargo, tailored to meet the specific needs of our clients. We work closely\nwith our clients to understand their requirements and ensure that their cargo is delivered on time and in good condition.\n\n \n\n**Our\nBusiness Model**\n\n \n\nThe\nfollowing chart illustrates how we source cargo space from airlines or shipping companies (or their GSA(s)/CSA(s)), NVOCCs and other\nfreight forwarders and offer the freight forwarding services to our customers (which include direct shippers and other freight forwarders):\n\n \n\n \n\n****\n\n \n\nWe\nprocure cargo space from airlines (or their GSA(s)/CSA(s)), NVOCCs or other freight forwarders under different arrangements, including\ndirect booking, block space arrangement and aircraft charter arrangement. For the procurement of cargo space from airlines (or their\nGSA(s)) directly, we are required to be their CSA. As of September 30, 2025 we had CSA arrangements with 6 airlines or GSAs.\n\n \n\n37\n\n  \n\n** **\n\n**How\nit works**\n\n \n\nThe\nfollowing workflow illustrates the general operation process of our air freight and ocean freight export shipments:\n\n \n\n \n\n \n(i)\nQuotation\n\n \n\nOur\ncustomers give us booking instructions containing details such as type, dimension, weight and quantity of consignment, shipping method,\ndestination and expected date of arrival. We provide quotations in return based on the freight charges, flight schedules and other relevant\ninformation provided by our suppliers.\n\n \n\n \n(ii)\nMaking\na booking with our supplier\n\n \n\nUpon\nacceptance of quotation by our customers, they are required to lodge with us a shipper’s instruction form with shipping documents\nsuch as packing list and commercial invoice between shipper and consignee. We then make a booking with our supplier for the cargo space\nrequired. We arrange cargo pickup from the customers if so requested.\n\n \n\n38\n\n  \n\n \n\n \n(iii)\nOff-airport\nair cargo security screening\n\n \n\nOnce\nthe shipment arrives at the designated warehouse of Well King, the cargo consignment will undergo cargo acceptance procedures (including\ndocumentation and appearance check). Upon completion of acceptance check, the cargo consignment will be screened through the x-ray screening\nfacility.\n\n \n\n****\n\n \n\nWe\nobtain a security screening receipt (which serves as a document proof that the cargo has been screened) from Well King (being the RACSF\noperator) if the consignment has been cleared by security screening. The screened cargo consignment will then be further processed and\nsecured against unauthorized access before being loaded onto trucks.\n\n \n\nIn\nsome exceptional cases where oversized cargo consignment cannot pass through x-ray screening facility tunnel, we would conduct hand search\nor physical check at piece level. The unscreened cargo consignment will then be handled in bulk (which refers to the shipment of non-palletized\nand loose cargoes being loaded on an aircraft or a vessel in loose form), which will be transported to the airport for security screening\nby cargo terminal operator.\n\n \n\n \n(iv)\nConsolidation/\nCo-loading/ Bulk\n\n \n\nNormally,\nthe screened cargoes are further processed before loading onto truck. Our operation teams will gather and process all bookings made by\nour customers. In general, we (i) consolidate cargoes from different customers at the designated warehouse of Well King in order to optimize\nutilization of cargo space, (ii) co-load cargo with other freight forwarders, or (iii) handle the cargo in bulk. Consolidation is the\nprocess by which a number of consignments of goods of different weights, volumes and sizes are grouped or packed together in a unit load\ndevice for carriage in order to optimize utilization of cargo space on transportation vehicles (aircrafts or vessels). Co-loading refers\nto the sharing of space in a unit load device by one or more freight forwarders.\n\n \n\n39\n\n  \n\n \n\nPursuant\nto the block space arrangements and aircraft charter agreements, we are committed to paying the agreed cargo space irrespective of whether\nwe could fully utilized the allotted space. In case our cargo space could not be filled up by our own direct shippers before a scheduled\nflight or vessel departs, we shall offer cargo space in excess to other freight forwarders in order to optimize the utilization of cargo\nspace. On the other hand, in case other freight forwarders have empty space in their container, we may co-load with other freight forwarders\nand purchase their cargo space at a more competitive price, which allows us to reduce our cost of services. According to the F&S\nReport, the benefits of co-loading include the splitting of the freight charges of the trip among other freight forwarders and thus saving\ncosts. It is therefore common for the freight forwarders to co-load the shipments with other market players.\n\n \n\nPalletization\nforms part of consolidation, whereby cargoes are bundled in a unit load device before they are loaded onto an aircraft. We engage Well\nKing for palletizing cargoes at its designated warehouse. Our warehousing team is responsible for monitoring the palletization at the\nwarehouse. The photographs below indicate how cargoes are palletized by being bundled together on a pallet:\n\n \n\n \n\n****\n\n \n\nAfter\nbeing properly packaged with tamper-evident seals (or other means of protection against unlawful interference), the palletized air cargo\nconsignments will be loaded onto trucks for transporting to the airport.\n\n \n\n \n(v)\nPreparation\nof export shipping documents\n\n \n\nAfter\na booking is acknowledged by our suppliers, our operation teams will prepare master airway bill (for shipment by air) or master bill\nof lading (for shipment by ocean) and cargo manifest before the shipment is loaded on board. Our operation teams will issue an invoice\nand, when necessary, a house airway bill or a house bill of lading to our customer on the date when shipment is loaded on board the departing\naircraft or vessel, with a credit period up to 30 days from the invoice date.\n\n \n\n \n(vi)\nPre-alert\n\n \n\nOur\noperation teams will send a full set of documents (including a copy of commercial invoice between shipper and consignee, packing list,\nmaster airway bill or master bill of lading and/or house airway bill or house bill of lading and cargo manifest) to the overseas freight\nforwarder agents or our customers for preparation of import customs clearance and cargo release to the consignee at respective destination\nof the shipments.\n\n \n\n \n(vii)\nDelivery\n\n \n\nExport\nshipments involve customs declaration in Hong Kong and customs clearance at the destination of the shipments. In consistent with the\nmarket practice, it is usually the primary responsibility of our customers to prepare proper documentation for the relevant customs declaration\nbefore the cargo is delivered to or exported out of Hong Kong. However, upon request by our customers, we may assist our customers in\nthe preparation of relevant customs declaration on their behalf. For the foreign customs clearance, it is usually for the consignee itself\nto perform, but we may also engage overseas freight forwarder agents to perform the customs clearance upon request of our customers.\nIn any case, our customers bear the primary responsibility to provide the purchase orders, commercial invoices, airway bills or bills\nof lading as supporting documents for the contents of the cargoes.\n\n \n\n40\n\n  \n\n \n\nFor\nport-to-port shipment, upon arrival at the port of destination, our customer will arrange cargo pick up on their own. For door-to-door\nshipment, we will arrange transportation services for our customer through our overseas freight forwarder agents.\n\n \n\n**Block\nspace arrangement**\n\n \n\nWe\nwould normally enter into block space arrangements based on our estimation on the customers’ demand on the cargo space to secure\ncargo space at an earlier stage. Under block space arrangements, we lay down pre-orders for an agreed level of cargo space at pre-determined\nprice for a particular period of time. Pursuant to the block space agreements, we are committed to paying the agreed cargo space irrespective\nof whether we could fully utilize the allotted space. The terms of each block space agreement entered with our suppliers may vary, but\nthe salient terms of a typical block space agreement are shown below:\n\n \n\nDuration:\n \nNormally\nranging from months to not more than one year\n\n \n \n \n\nTonnage\nand rates:\n \nAn\nagreed level of cargo space (in terms of tonnage and/or space allocation) for each month to certain outbound routes or for certain\nflight schedules at pre-determined prices\n\n \n \n \n\nLiability:\n \n\nIf\nthe allotted space is not fully utilized, we are still responsible to pay for:\n\n \n\n(i)\nfreight charges (including other surcharges such as fuel surcharge and security surcharge) based on the agreed level of cargo space;\nor\n\n \n\n(ii)\ncancellation fee (in addition to other surcharges such as fuel surcharge), based on the agreed level of cargo space\n\n \n\n**Aircraft\ncharter arrangement**\n\n \n\nIn\ncontrast to regular routing flights which may require multiple connections and layovers, charter flights are characterized by its one-off\nnature and flexibility in terms of scheduling, routing and ports selection. A charterer(s) may rent a full charter by itself or partial\ncharter through a consortium and decide on the departure/arrival time and destinations. Under aircraft charter arrangements, we purchase\ncargo space for a charter for a specified flight schedule and route at a charter price. The procurement of cargo space under aircraft\ncharter arrangement generally contains the following salient terms:\n\n \n\nCharter\nspecification:\n \nRouting,\nflight schedule, type or configuration of the aircraft, loading capacity/committed tonnage, charter price per chartered flight\n\n \n \n \n\nPayment\nterms and deposit:\n \nThe\ncharter price shall be settled in full prior to the chartered flight departure date\n\n \n \n \n\n \n\nCancellation\nfee:\n\n \nNormally,\n50% or 100% of the charter price (depending on the number of days between the cancellation date and the chartered flight departure\ndate)\n\n \n\nAs\nof September 30, 2025, we had not entered into aircraft charter arrangements with supplier.\n\n \n\n41\n\n  \n\n** **\n\n**Our\nCustomers**\n\n \n\nOur customers mainly comprise direct shippers and freight forwarders who\nact on behalf of their shipper customers. For the years ended September 30, 2025, 2024 and 2023, our total revenue attributable to (i)\nour largest customer accounted for approximately US$5.67 million, US$13.81 million and US$3.88 million in revenues, representing approximately\n13.86%, 26.46% and 10.76% of our total revenue for the corresponding year, respectively; and (ii) our five largest customers in the aggregate\naccounted for approximately US$16.90 million, US$26.6 million and US$12.2 million, representing 39.33%, 50.89% and 33.85% of our total\nrevenue for the corresponding year, respectively. We believe that concentration risk among our five largest customers is not significant\ngiven their respective contribution to our total revenue.\n\n \n\n**Our\nSuppliers**\n\n \n\nOur suppliers mainly include (i) airlines (or their GSA(s)/CSA(s)), NVOCCs\nand other freight forwarders for the supply of cargo space; and (ii) other suppliers for logistics related services such as palletization\nservices, warehousing services, local and overseas transportation services, overseas custom clearance services, insurance services and\nx-ray screening services. As of the date of this Annual Report, we have maintained business relationships with our five largest suppliers\nfor around 10 years on average. For the year ended September 30, 2025, 2024 and 2023, our cost of services attributable to (i) our largest\nsupplier accounted for approximately 20.63%, 18.88% and 23.91% of our total cost of services, respectively; and (ii) our five largest\nsuppliers in aggregate accounted for approximately 51.9%, 48.8% and 54.32% of our total cost of services, respectively.\n\n \n\n**Pricing\nPolicy**\n\n \n\nOur\npricing for freight forwarding services, ancillary logistics services and warehousing services is determined on a cost-plus approach.\nWe take into account various factors in determining our freight forwarding services fee such as market supply of and demand in the cargo\nspace, freight charges, shipment figure and the possibility of consolidation of cargo space or co-loading. We determine our ancillary\nlogistics services fee with reference to the quotation from our suppliers, plus a target profit margin which is determined based on the\ntype, nature and volume of goods to be handled by us. We typically charge gate fee and parking fee on a fixed rate per truck and determine\nthe warehousing service fees on a cost-plus approach based on the weight of cargoes and packages handled and the estimated operating\ncost to be incurred plus a target profit margin. In addition, we have charged a fixed rate per tonnage for our off-airport air cargo\nsecurity screening service (being provided since January 2020), which is determined with reference to the prevailing market rate, irrespective\nof whether the customers use our air freight forwarding services or standalone air cargo security screening service.\n\n \n\n**Competition**\n\n \n\nThe\nindustry is dominated by a few state-owned companies. Our primary competitors are state-owned Sinotrans Shipping Ltd, DSV - Global Transport\nand Logistics, and DHL Global Forwarding. These competitors each have developed a service network nationwide and internationally and\nhave proprietary warehouses and transportation departments.\n\n \n\n**Intellectual\nProperty**\n\n \n\nWe\nregard our copyrights, domain names, know-how, proprietary technologies, and similar intellectual property as critical to our success,\nand we rely on copyright, trademark and patent law in Hong Kong, as well as confidentiality procedures and contractual provisions with\nour employees, contractors and others to protect our proprietary rights.\n\n \n\n \n*(i)*\n*Trademarks*\n\n \n\nTrademark Number  \nRegistration Date \nExpiration Date \nTrademark \nPlace of Registration\n\n304125023  \nApril 28, 2017 \nApril 27, 2027 \n**** \nHong Kong\n\n304224807  \nJuly 31, 2017 \nJuly 30, 2027 \n**** \nHong Kong\n\n \n\n \n*(ii)*\n*Domain\nNames*\n\n \n\nNo.  \nDomain  \nRegistered owner \nValidity period \n\n1  \n *nclogistics.com.hk*  \nNCL (HK) \n October\n15, 2025- October 15, 2026 \n\n \n\n42\n\n  \n\n** **\n\n****\n\n**Corporation\nInformation**\n\n \n\nOur\nprincipal executive offices are located at Office A-E, 33/F, King Palace Plaza, 55 King Yip Street, Kwun Tong, Kowloon, Hong Kong, and\nour telephone number is +852 21486328. We maintain a website at nclogistics.com.hk.\n\n \n\nAt\nincorporation, NC Logistics was authorized to issue 50,000 Ordinary Shares. This was increased by adoption of an amended memorandum of\nassociation on April 11, 2023 to 2,000,000,000 Ordinary Shares, which following a further amendment of the memorandum of association\ndated June 19, 2023 was reduced to 100,000,000 consisting of either Ordinary Shares or preferred shares of no par value per share. By\na conditional resolution of the directors dated March 24, 2023, which became effective on April 11, 2023, the Company conducted a 2,000\nfor 1 forward-split of its, as of the date therein, issued and outstanding shares resulting in 20,000,000 Ordinary Shares issued and\noutstanding as of September 30, 2024. The Board of Directors of the Company approved a 1-for-8 reverse stock split on October 3, 2025.\nIn connection with the reverse stock split, the Company filed an Amended and Restated Memorandum of Association, with the Registry of\nCorporate Affairs of the British Virgin Islands on October 9, 2025 to reduce the authorized number of shares of the Company’s common\nstock from 100,000,000 shares to 12,500,000 shares, the reduction at the same ratio as its reduction in the issued and outstanding shares\nof common stock, with no par value. As the Ordinary Shares are of no par value, the post-split shares are of the same denomination.\n\n \n\n**Employees**\n\n \n\nAs\nof the date of this Annual Report, we have 39 full-time employees. The following table sets forth the number of our employees by function\nas of the date of this Annual Report:\n\n \n\n  \nNumber of  \n  \n\n  \nEmployees  \nPercentage (%) \n\nSenior Management \n 4  \n 10%\n\nSales Managers \n 3  \n 8%\n\nFreight Managers \n 6  \n 15%\n\nWarehouse Managers \n 1  \n 3%\n\nLogistic Mangers \n 1  \n 3%\n\nWarehouse Staff \n 11  \n 28%\n\nGeneral and Administrative Staff \n 11  \n 28%\n\nFinancial and Accounting Staff \n 2  \n 5%\n\nTotal \n 39  \n 100%\n\n \n\nIn\ngeneral, we maintain a good working relationship with our employees and we have not experienced any material labor disputes. We value\nour employees and insurance agents the most and are constantly encouraging innovation, efficiency, and teamwork at the Company.\n\n \n\n**Facilities**\n\n \n\nOur\nheadquarter is located at Office A-E, 33/F, King Palace Plaza, 55 King Yip Street, Kwun Tong, Kowloon, Hong Kong. The term of the\nlease is 3 years, starting from September 1, 2024 to August 31, 2027, both days inclusive. The Company anticipates that it will\nrenew the lease. The rent amount of the lease is HK$140,712 (equivalent approximately US$18,040) (inclusive of government rents,\ngovernment rates and management fee) per calendar month during the term, payable in advance on the first day of each month. The\noffice takes up approximately 6,341 square feet.\n\n \n\nOur\nwarehouse is located at Lot Nos. 481 (partial), 482 (partial), Section A of 485 (partial), 496 (partial), 497 (partial), 498\n(partial), 499 (partial), 500 (partial) and 501 (partial) in Demarcation District No. 107, Fung Kat Heung, Yuen Long, New\nTerritories, Hong Kong. The licensing agreement for our warehouse has a term of 3 years, commencing from March 1, 2022 and expiring\non February 28, 2025 (both days inclusive). The renewal licensing agreement for our warehouse has a term of 1 year commencing from\nMarch 1, 2025 and expiring on February 28, 2026 (both days inclusive). During the Term, either party will have the right to\nterminate the contract by giving at least 90 days’ notice in writing to the other. The license fee is HK$636,655 (equivalent\napproximately US$81,622) (being 50% of the monthly rent and management fee of the premises) per calendar month payable monthly in\nadvance on the 1st day of each and every calendar month. We bear 50% of all utilities outgoings in connection with the premises. The\nwarehouse takes up approximately 120,000 square feet.\n\n \n\n43\n\n  \n\n** **\n\n****\n\n**Competitive\nStrengths**\n\n \n\nWe\nbelieve that the following competitive strengths are the key factors that have contributed to our success to date:\n\n \n\n**Substantial\nIndustry Experience**\n\n \n\nWe\nhave an established track record of over 20 years in the freight forwarding industry in Hong Kong.\n\n \n\nAs\na leading logistics provider for large-scale events and exhibitions, we are dedicated to delivering exceptional service and a stress-free\nlogistics experience for our customers. With our team of experts, we have the knowledge and expertise to handle even the most complex\nlogistics challenges associated with events and exhibitions.\n\n \n\nWe\nhave a proven track record of success, having supported international trade shows such as the Hong Kong Food Festival and Hong Kong Mega\nShowcase, among others. Our services include managing the transportation and delivery of exhibits, displays, and materials.\n\n \n\nWe\nunderstand the importance of timeliness and efficiency when it comes to event logistics. That’s why we work closely with our customers\nto develop customized solutions that meet their unique needs and timelines.\n\n \n\nTo\nestablish a solid reputation in the freight forwarding industry, we focus on the quality of our transportation services to ensure door\nto door service allowing customers to benefit from our expert staff for guidance with the physical movement of cargo and documentation\ncompliance.\n\n \n\n**Long-Standing\nRelationship with Our Sizeable and Reputable Customers in the PRC**\n\n \n\nOur\nfocus on providing quality services has enabled us to establish a strong customer base across different industries.\n\n \n\nWe\nhave been able to maintain stable business relationships with our major customers. For instance, we have maintained business relationships\nwith one of our five largest customers for the year ended September 30, 2022, for over nine years. Our Directors believe such stable\nrelationships with our customers are indications of customers’ loyalty and recognition of our service quality and we consider such\nrecognition the key factor leading to our success.\n\n \n\n**Experienced\nand Motivated Management Team**\n\n \n\nWe\nbelieve that the extensive industry expertise and experience of our management team is essential to our success. Our senior management\nteam has an average of approximately 18 years of experience with the Company and over 20 years of experience in the freight forwarding\nindustry in the PRC. We believe that the experience and knowledge of our management team would enable us to keep abreast of our competitiveness\nand market landscape from time to time, recognize the needs of our customers more readily and manage our operations, specifically, labor\nand vehicle deployment, more efficiently.\n\n \n\n**Established\nNetwork**\n\n \n\nWe\nhave become capable of covering a larger geographic region. We believe that our wide range of services offered has provided us with a\nsignificant competitive advantage over other local service providers in the Hong Kong that only offer limited types of road trucking\nservices with fixed routes, itinerary, and schedules.\n\n \n\nTo\nmaximize revenue and to best serve our customers, we outsource transportation jobs when our own fleets are occupied. We have engaged\na pool of six external transportation companies as our subcontractors. We continuously conduct a comprehensive assessment of our subcontractors\nin order to better control the quality of their services.\n\n \n\n44\n\n  \n\n****\n\n** **\n\n**Fleet\nand Maintenance System Designed to Optimize Life Cycle Investment**\n\n \n\nOur\nfleet represents our largest capital investment, a visible representation of our brand for customers and drivers and a large portion\nof our controllable costs. We select, maintain and dispose of our fleet based on rigorous analysis of our investments and operating cost.\n\n \n\nWe\nuse machinery and equipment to provide freight forwarding services, ancillary logistics services and warehousing services.\n\n \n\nThe\nfollowing table sets out the details of the major types of our owned machinery and equipment, categorized by type, for the fiscal years\nended September 30, 2025 and 2024:\n\n \n\nType of\nmachinery and\nequipment \nEstimated useful life (months) \n\nTotal number of machinery and\n\nequipment owned by our Group\n  \nAverage remaining useful lives as at (months) \n\n  \n  \n2025  \n2024  \n2025  \n2024 \n\nTruck \n40 months \n 2  \n 2  \n 0  \n 0 \n\nForklift \n40 months \n 2  \n 2  \n 0  \n 0 \n\n(New) Forklift \n40 months \n 2  \n 2  \n 0  \n 6 \n\n \n\nIn\ngeneral, the useful life of our motor vehicles and forklifts is estimated to be 40 months. According to our accounting policies, depreciation\nof our property, plant, and equipment is calculated at rates sufficient to write off their costs less their residual values over their\nestimated useful lives on a straight-line basis. The calculation of the average remaining useful life is based on the average accounting\nuseful life of each piece of machinery deducted by its years of service. For this purpose, machinery with years used exceeding its estimated\nuseful life shall have nil remaining useful life. As the two trucks mentioned in the table above were acquired by the Company between\nJanuary and May 2017, respectively, the years of service exceeded their estimated useful lives (i.e., 40 months). Accordingly, the average\nremaining useful lives for the two trucks were nil as of September 30, 2025 and 2024. As the two forklifts mentioned in the table above\nwere acquired by the Company in June 2019, their years of service exceeded their estimated useful life (i.e., 40 months). Accordingly,\nthe average remaining useful lives for the two forklifts were nil as of September 30, 2025 and 2024. The two new forklifts mentioned\nin the table above were acquired by the Company in November 2021. The average remaining useful lives for the two new forklifts were nil\nand 6 as of September 30, 2025 and 2024 respectively.\n\n \n\nDuring\nthe fiscal years ended September 30, 2025 and 2024, when our machinery and equipment were out of order, they were sent to third-party\nrepair companies to be repaired. Our directors believe that the good condition of machinery and equipment is important to the efficient\nand smooth performance of our services and to our workplace safety. For the years ended September 30, 2025 and 2024, the expenses incurred\nin the repair and maintenance of machinery and equipment amounted to approximately US$27,000 and US$10,000, respectively.\n\n \n\nWe\ngenerated cost and revenue synergies with increased operational efficiencies and cost control through the adoption of best practices\nand capabilities.\n\n \n\nWe\nare committed to safe and secure operations. We conduct a mandatory driver qualification process, including preparing drivers on safety\nprocedures. We have teams focused on personnel safety, regulatory compliance and adoption of a comprehensive insurance.\n\n \n\n**Legal\nProceedings**\n\n \n\nWe\nmay from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business.\nLitigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion\nof our resources, including our management’s time and attention.\n\n \n\n45\n\n  \n\n \n\n**Regulations\nRelated to our Business Operations Hong Kong**\n\n \n\nOur\noperations are subject to numerous laws and regulations of Hong Kong in a number of areas including, but not limited to, areas of labor\nand employment, immigration, advertising, e-commerce, tax, import and export requirements, data privacy requirements, anti-competition,\nand environmental, health, and safety. We have implemented policies and procedures designed to help comply with applicable laws and regulations.\nWe strive to stay up-to-date on any new laws or regulations that may affect the Company or our customers in order to provide custom IT\nsolutions that comply with such laws and regulations.\n\n \n\n*Aviation\nSecurity Ordinance (Chapter 494 of the Laws of Hong Kong)*\n\n \n\nThe\nAviation Security Ordinance (the “ASO”) provides for the prevention and suppression of acts of violence against civil air\ntransport and for connected purposes. The ASO constitutes the comprehensive legislation for implementation of the conventions and agreements\non aviation security promulgated by the International Civil Aviation Organization (the “ICAO”).\n\n \n\nTo\nsafeguard aircrafts against acts of unlawful interference, the ICAO has laid down standards and recommended practice in Annex 17 to the\nConvention on International Civil Aviation (the “CICA”) on the security measures required to be implemented by contracting\nstates. To ensure that security of air cargo is in line with Annex 17 to the CICA, the Hong Kong Aviation Security Programme, which is\nenforceable under the ASO, has incorporated the Regulated Agent Regime (the “RAR”) since March 2000. A cargo handling agent,\na freight forwarder or any other entity who conducts business with an airline can apply for registration as a regulated agent (“RA”)\nwho is required to comply with the requirements in respect of an RA in the Hong Kong Aviation Security Programme in order to prevent\nthe unauthorized carriage of explosives and incendiary devices in the consignments of cargo intended for carriage by air.\n\n \n\nUnder\nthe RAR, an RA is obliged, among other obligations, to ensure that the appropriate security controls acceptable by the Civil Aviation\nDepartment (the “CAD”) are properly implemented upon the acceptance of cargo for carriage by air unless the consignment is\nfrom a known consignor recognized by an RA and to ensure that a consignment of cargo is safeguarded against unauthorized interference\nafter its reception and to make best endeavors to protect it from unauthorized interference until the consignment is accepted by another\nRA or an airline.\n\n \n\nAn\nRA shall also ensure that a consignment of cargo accepted from a known consignor (“KC”), an RA should undergo the following\ncargo acceptance procedures:\n\n \n\n \na)\nConduct documentation check to ensure\n\n \n\n \n \n(i)\nconsignment\nof cargo is accompanied by a full description of the contents in the shipping documents (e.g. airway bills or shipper’s letter\nof instructions);\n\n \n \n(ii)\nshipping\ndocuments contain at least the nature/ content of the consignment; quantity of the consignment (including weight, number of packages,\ndimensions/ volume); KC Code of the tendering KC validated by CAD if the consignment is directly received from a KC without routing\nthrough an RA; RA code of the tendering RA if the consignment is received routing through another RA and security status of the cargo\nconsignment if the consignment is received from a KC/ RA;\n\n \n \n(iii)\nstatus\nof the KC or the tendering RA is checked against the CAD’s register; and\n\n \n \n(iv)\nif\nin doubt, the identity of the person delivering the cargo consignment is verified (e.g. check of company identification document)\nto ascertain that the person is the authorized representative of the KC, the tendering RA, RACSF, the warehouse contractor or the\ntransportation contractor.\n\n \n\n \nb)\nConduct appearance check to ensure:-\n\n \n\n \n \n(i)\nthe\nquantity, weight, dimension and outer physical appearance of the cargo assignment is reasonably checked against the information contained\nin the shipping documents and in the pre-declaration;\n\n \n \n(ii)\nthe\npackaging of the consignment is examined for any signs of tampering and suspicion;\n\n \n\n46\n\n  \n\n \n\n \n \n(iii)\nwhen\nsecure transportation (ST) means accepted by CAD are used to deliver and safeguard the known cargo (including screened cargo) consignment\nfrom unlawful interference, the information including seal serial numbers against the pre-declaration is verified before acceptance.\nThe ST means shall be examined for any signs of tampering and suspicion.\n\n \n\n \nc)\nif\nan RA receives consignment with unknown status from the tendering RA / KC (i.e. no annotation of security status on shipping documents),\nthe RA shall deliver the consignment to either RACSF or cargo terminal operator for security screening.\n\n \n\nRAs\nshall also maintain an orderly documentation and record system. Documents such as airway bills, cargo manifests and relevant instructions\nfrom consignors should be kept for at least 31 days after the consignment is flown.\n\n \n\nFurther,\neach RA must have at least two staff members who have either attended and completed a training programme acceptable to the CAD or have\npassed the RA Revalidation Test organized by the CAD. The relevant passing qualification and training certificates are valid for a period\nof three years, hence, the relevant RAs should arrange for revalidation of the same by their expiry.\n\n \n\nThe\nRACSF scheme is an initiative in line with the latest policy direction on air cargo security issued by the ICAO in September 2016, which\nrequires all consignors to have been approved by the CAD as validated known consignors from June 30, 2021. Otherwise, all cargo handled\nby the consignor would be subject to 100% security screening prior to being loaded onto a commercial aircraft, save for the following\ncategories of cargo which are exempted from security screening, which include (a) transit cargo; (b) transfer cargo; (c) human remains\n/ ashes; (d) livestock; (e) biomedical samples, vaccines and other perishable medical items; (f) life-sustaining items such as blood,\nblood products, bone marrow and human organs; (g) official diplomatic bags / pouches; and (h) radioactive materials packaged accordingly.\nThe exempted cargo shall be clearly declared on shipping documents and be accompanied with, if any, necessary documents as required by\nrelevant government department for tendering the cargo (e.g. sanitary certificate). In order to fully implement such policy direction,\nthe CAD had developed a transitional arrangement for RAs, from January 2020 to June 2021, under which, the percentage of cargo tendered\nby consignors not approved by the CAD RAs were required to screen prior to the air cargo being loaded on-board gradually increased from\n25% to 100%.\n\n \n\nIn\nanticipation of an upsurge in screening demand, the RACSF scheme which enables and regulates air cargo screening at off-airport locations\nwas formulated. Any entity which intends to conduct air cargo security screening operations in their premises may apply for acceptance\nby the CAD to become a RACSF operator. Each RACSF operator must have at least two nominated persons for cargo security who have attended\nand completed the RACSF operator training programme acceptable to the CAD. The relevant training certificates are valid for a period\nof three years, hence, the relevant RACSF operator should arrange for revalidation of the same by their expiry.\n\n \n\nRegistration\nof RACSF is site-specific. Premises, such as warehouse, for processing and storage of consignments of air cargo shall be secured and\naccess-controlled to prevent and detect unauthorized access such that introduction of explosives and incendiary devices into air cargo\nconsignment can be prevented. The size of cargo processing area is not a factor to be considered for RACSF application as long as the\nabove principle can be complied with. Application should normally be made by the actual operator of the screening site. If the RACSF\nis to be operated by a shared warehouse operator serving multiple RAs, the application should be made by the warehouse operator instead\nof by the client RAs. If the RACSF is a self-provided warehouse of an RA, the application should be made by the RA. If an operator intends\nto operate screening facility at more than one site, the operator is required to file separate applications to the CAD for acceptance\nof each of these sites. RACSF applicants are required to submit applications for relevant license(s) under the Radiation Ordinance (Chapter\n303 of the Laws of Hong Kong) to and obtain approval on their applications from Radiation Board of Hong Kong for each x- ray screening\nequipment before the CAD’s pre-registration inspection.\n\n \n\nThere\nare two routes for application for registration as RACSF, (i) the applicants who have not acquired x-ray screening equipment, and (ii)\nthe applicants who have acquired x-ray screening equipment and/or are performing screening operations. If the x-ray equipment has not\nbeen acquired, the applicant should specify the model of the x-ray equipment to be installed at the RACSF, and provide the background\ninformation regarding the equipment when submitting the application for initial assessment, including (i) technical specifications; (ii)\ndocuments demonstrating that the equipment is certified by other authorities; and (iii) any other information that may be useful for\nthe assessment, e.g. list of airports/facilities that the subject x-ray equipment are currently in use.\n\n \n\n47\n\n  \n\n \n\nIn\nthe event the x-ray equipment has not been acquired, the proposed warehouse facility is still in the planning stage and the site cannot\nbe made available immediately for physical inspection by the CAD, the RACSF applicant may still submit an RACSF application to the CAD\nfor consideration or initial acceptance in-principle. In this case, the applicant should (i) provide a written explanation to the CAD\ndetailing the reasons why the subject site is not available at the moment; and (ii) as far as practicable, generally outline the tentative\nsecurity measures and arrangements for the application. The final acceptance of RACSF will be subject to (i) the provision of all the\nrequired documents; and (ii) the results of the pre-registration inspection(s) to ensure that all appropriate security measures and arrangements\nare in place.\n\n \n\nThere\nis no expiry date on RACSF registration as long as the RACSF operator is able to continuously comply with the relevant requirements.\nRACSF is subject to CAD’s monitoring of the compliance with the RACSF Security Programme, Handling Procedures for RACSF, notices\nand any other directions given from time to time by the CAD. The RACSF operator shall conduct regular self-assessment with reference\nto the RACSF Security Programme and the Handling Procedures for RACSF, at least once every two years, in order to identify deficiencies\nor security procedures that are not being properly implemented or that may require enhancement. The results of each self-assessment shall\nbe maintained for two years and be available for the announced and unannounced inspections by the CAD. The RACSF operator shall also\n(i) ensure screening equipment is used properly, maintained in a safe and serviceable condition; (ii) ensure regular operational calibration\nchecks are carried out, and keep these records for at least two years for the CAD’s inspection; (iii) ensure equipment is immediately\nremoved from operational use if there is any evidence to suggest that it is not operating properly, until the RACSF operator is satisfied\nthat it has been repaired and is fully serviceable; and (iv) ensure that screening requirements conforms to the stated requirements and\nthat any licensing requirements are satisfied, prior to bringing it into operations; and (v) inform the CAD in writing as soon as reasonably\npossible if there is any change of the information contained in the application form. Non-compliance may result in suspension or de-registration\nof the RACSF status.\n\n \n\n*Radiation\nOrdinance (Chapter 303 of the Laws of Hong Kong) and Radiation (Control of Irradiating Apparatus) Regulations (Chapter 303B of the Laws\nof Hong Kong)*\n\n \n\nThe\nRadiation Ordinance controls the import, export, possession and use of radioactive substances and irradiating apparatus and the prospecting\nand mining for radioactive minerals and for purposes connected therewith.\n\n \n\nSection\n7 of the Radiation Ordinance provides that no person shall, except under and in accordance with a license duly issued under the ordinance,\nhave in his possession or use, any radioactive substance or irradiating apparatus. Any person who contravenes the said provisions shall\nbe guilty of an offence and shall be liable to a fine of HK$50,000 and to imprisonment for two years, and in the case of continuing offence,\nbe liable to an additional fine of HK$2,500 for every day during the whole or any part of which such offence is knowingly and willfully\ncontinued.\n\n \n\nUnder\nthe Radiation (Control of Irradiating Apparatus) Regulations, every licensee shall cause the license to be exhibited at a conspicuous\nplace at the approved premises where the irradiating apparatus is situated. Any licensee who fails to comply with the said provisions\nshall be guilty of an offence and be liable on conviction to a fine of HK$6,000.\n\n \n\n*Factories\nand Industrial Undertakings Ordinance (Chapter 59 of the Laws of Hong Kong)*\n\n \n\nThe\nFactories and Industrial Undertakings Ordinance (the “FIUO”) provides for the safety and health protection to workers in\nthe industrial sector; and relates to, among others, factories and industrial undertakings. Under FIUO, an “industrial undertaking”\nincludes but not limited to, the loading, unloading, or handling of goods or cargo at any dock, quay, wharf, warehouse or airport, and\na “proprietor” in relation to any industrial undertaking includes the person for the time being having the management or\ncontrol of the business carried on in, inter alia, such industrial undertaking.\n\n \n\n48\n\n  \n\n \n\nPursuant\nto section 6A(3) of the FIUO, it shall be the duty of every proprietor of an industrial undertaking to ensure, so far as is reasonably\npracticable, the health and safety at work of all persons employed by him at the industrial undertaking. A proprietor of an industrial\nundertaking who contravenes such duty commits an offence and is liable (a) on summary conviction to a fine of HK$3,000,000; or (b) on\nconviction on indictment to a fine of HK$10,000,000. In the case of a willful contravention without reasonable excuse, pursuant to section\n6A(4), such proprietor commits an offence and is liable (a) on summary conviction to a fine of HK$3,000,000 and to imprisonment for 6\nmonths; or (b) on conviction on indictment to a fine of $10,000,000 and to imprisonment for 2 years.\n\n \n\nUnder\nthe FIUO, there are over 30 sets of subsidiary regulations covering various aspects of hazardous work activities in factories, building\nand engineering construction sites, catering establishments, cargo and container handling undertakings and other industrial workplaces.\nThe subsidiary regulations prescribe detailed safety and health standards on work situations, plant and machinery, processes and substances.\n\n \n\n*Factories\nand Industrial Undertakings (Lifting Appliances and Lifting Gear) Regulations (Chapter 59J of the Laws of Hong Kong)*\n\n \n\nThe\nFactories and Industrial Undertakings (Lifting Appliances and Lifting Gear) Regulations (the “FIU(LALG)R”) lay down, among\nothers, the legal requirements for the testing, examination and inspection of lifting appliances and lifting gear used for raising or\nlowering or as a means of suspension in any industrial undertaking (the “Lifting Equipment”). Every employer providing Lifting\nEquipment for use at work, and every person having control of such use, should observe and ensure compliance with these regulations.\nIn particular, the Lifting Equipment must be made of strong and sound material, properly maintained, and thoroughly examined by a competent\nexaminer at least once every 12 months and certified by the competence examiner in an approved form as being in a safe working order;\nthe Lifting Equipment should not be loaded beyond the maximum safe working load; and that no load is left suspended from a Lifting Equipment\nunless a competent person is in charge of the lifting appliance during the period of suspension.\n\n \n\nPursuant\nto regulation 19 of the FIU(LALG)R, any owner of the Lifting Equipment who contrives any of these regulations commits an offence, and\nshall be liable on conviction to a fine ranging from HK$25,000 to HK$400,000, or a fine of HK$400,000 and imprisonment for 12 months.\n\n \n\n*Factories\nand Industrial Undertakings (Cargo and Container Handling) Regulations (Chapter 59K of the Laws of Hong Kong)*\n\n \n\nThe\nFactories and Industrial Undertakings (Cargo and Container Handling) Regulations (the “FIU(CCH)R”) provide for the requirements\non safety of workers employed in industrial undertakings of loading, unloading or handling of cargo and goods at docks, quays or wharves\nas well as those employed in industrial undertakings of loading, unloading, handling, stacking, unstacking, storing or maintaining (including\nrepairing) of freight containers. In particular:\n\n \n\n \n●\nRegulation\n7 requires that the owner of a fork-lift truck shall not use or cause or permit the use of the truck for cargo or container handling\nunless (i) it is properly maintained; and (ii) the person operating it is trained and competent to operate it.\n\n \n \n \n\n \n●\nRegulation\n9 requires that, where cargo or goods are placed on a dock, quay or wharf (a) a clear passage leading to the means of access to any\nvessel which is lying at a the dock, quay or wharf shall be maintained on the dock, quay or wharf; and (b) if any space is left along\nthe edge of the dock, quay or wharf, it shall be at least 900 millimeters wide and clear of all obstructions, other than fixed structures,\nplant and appliances in use.\n\n \n \n \n\n \n●\nRegulation\n10B requires the proprietor to ensure that no person works on top of a container unless adequate precautions have been taken to prevent\npersons falling therefrom.\n\n \n\nThe\nproprietors of industrial undertakings (as defined in the FIUO) engaged in the aforementioned activities are responsible for ensuring\nthat the regulations are observed. Pursuant to regulation 17 of the FIU(CCH)R, any person who contravenes regulation 7, 9 or 10B commits\nan offence, and shall be liable on conviction to a fine of HK$100,000, HK$100,000 or HK$400,000, respectively.\n\n \n\n49\n\n  \n\n \n\n*Factories\nand Industrial Undertakings (Fire Precautions in Notifiable Workplaces) Regulations (Chapter 59V of the Laws of Hong Kong)*\n\n \n\nThe\nFactories and Industrial Undertakings (Fire Precautions in Notifiable Workplaces) Regulations (the “FIU(FPNW)R”) provide\nfor the prevention of the outbreak of fire, the spread of fire and smoke in case of fire, the provision of fire fighting equipment and\nthe maintenance of fire escapes in notifiable workplaces.\n\n \n\nPursuant\nto regulation 6 of the FIU(FPNW)R, the Commissioner for Labour may, by notice in writing, require the proprietor of any notifiable workplace\nto provide and maintain at that workplace, in addition to any fire service installation or equipment already in that workplace, means\nfor fighting fire appropriate to the size, type and nature of the undertaking being carried on, which shall be so placed as to be readily\navailable for use; and the proprietor shall comply with such notice.\n\n \n\nPursuant\nto regulation 8 of the FIU(FPNW)R, the proprietor of a notifiable workplace shall not carry out or cause or permit to be carried out\nor suffer the continuance of any alteration or addition to a notifiable workplace as it is shown on the plans of the building approved\nby the Building Authority under Part 2 of the Buildings Ordinance.\n\n \n\nPursuant\nto regulation 14 of the FIU(FPNW)R, any person who contravenes such regulations commits an offence, and shall be liable on conviction\nto a fine ranging from HK$25,000 to HK$400,000, or a fine of HK$400,000 and imprisonment for 6 months.\n\n \n\n*Factories\nand Industrial Undertakings (Loadshifting Machinery) Regulation (Chapter 59AG of the Laws of Hong Kong)*\n\n \n\nThe\nFactories and Industrial Undertakings (Loadshifting Machinery) Regulation (the “FIU(LM)R”) is to ensure that the loadshifting\nmachine used in industrial undertakings is operated by a person who has attended a relevant training course and holds a valid certificate.\n\n \n\nPursuant\nto regulation 3 of the FIU(LM)R, the responsible person of a loadshifting machine shall ensure that the machine is only operated by a\nperson who has attained the age of 18 years, and holds a valid certificate applicable to the type of loadshifting machine to which that\nmachine belongs. Under the FIU(LM)R, loadshifting machines used in industrial undertakings refer to fork-lift trucks.\n\n \n\nPursuant\nto regulation 8 of the FIU(LM)R, a responsible person who without reasonable excuse contravenes section 3 commits an offence and is liable\nto a fine of HK$50,000.\n\n \n\n*Dangerous\nGoods Ordinance (Chapter 295 of the Laws of Hong Kong), Dangerous Goods (Application and Exemption) Regulation 2012 (Chapter 295E of\nthe Laws of Hong Kong) and Dangerous Goods (Control) Regulation (Chapter 295G of the Laws of Hong Kong).*\n\n \n\nThe\nDangerous Goods Ordinance (“DGO”) controls the usage, storage, manufacturing and conveyance of the dangerous goods, and sets\nout the relevant licensing requirements in relation to these activities. The Dangerous Goods (Application and Exemption) Regulation 2012\nlist out the substances which fall within the meaning of dangerous goods under the DGO. The Dangerous Goods (Control) Regulation provide\nthe exempted categories and quantity of the dangerous goods for which a license is not required for the conveyance, storage and use of\nthe dangerous goods, and stipulate certain requirements in relation to the storage of dangerous goods.\n\n \n\nPursuant\nto the DGO, storage of dangerous goods in excess of the prescribed exempted quantity shall require a dangerous goods license. The DGO\napplies to, among others, all explosives, compressed gases, petroleum and other substances giving off inflammable vapors, substance giving\noff poisonous gas or vapor, corrosive substances, substances which become dangerous by interaction with water or air, and substances\nliable to spontaneous combustion or of a readily combustible nature. Pursuant to section 6 of the DGO, no person shall store any dangerous\ngoods in excess of exempted quantity in any premises or places without a license issued by the director of the Fire Services Department.\n\n \n\n50\n\n  \n\n \n\nPursuant\nto section 10 of the DGO, no person shall deliver to any warehouse owner or carrier from any part of Hong Kong by land or water unless\nthe (a) true name or description of such goods is distinctly written, printed or marked in English and Chinese on the outside of the\ncase or other package containing such goods; (b) the prescribed label, if any, is attached to the outside of the case or other package\ncontaining such goods; and (c) in the case of delivery, notice in writing has been given to any warehouse owner or carrier of the true\nname or description of such goods and the dangerous nature thereof.\n\n \n\nPursuant\nto section 14 of the DGO, any person who contravenes section 6 of the DGO shall be guilty of an offence and shall be liable to a fine\nof HK$100,000 and to imprisonment for 6 months on first offence, and a fine of HK$200,000 and to imprisonment for 12 months on subsequent\noffence. Further, any person who contravenes sections 8 and 10 of the DGO shall be guilty of an offence and shall be liable to a fine\nof HK$100,000 and to imprisonment for 6 months.\n\n \n\nPursuant\nto section 15 of the DGO, any employee or agent of any person holding a license issued under the DGO who commits an offence under this\nordinance is liable for such offence and to the penalty provided therefor, unless he proves that the offence was committed without his\nknowledge or consent and that he had exercised all due diligence to prevent the commission of the offence. Pursuant to section 16 of\nthe DGO, where an offence under the DGO is committed by a company, every director and every officer concerned in the management of the\ncompany shall be guilty of the like offence unless he proves that the act constituting the offence took place without his knowledge or\nconsent.\n\n \n\n*Dangerous\nGoods (Consignment by Air) (Safety) Ordinances (Chapter 384 of the Laws of Hong Kong) and Dangerous Goods (Consignment by Air) (Safety)\nRegulations (Chapter 384A of the Laws of Hong Kong)*\n\n \n\nThe\nDangerous Goods (Consignment by Air) (Safety) Ordinance is to control, in the interests of safety, the preparation, packing, marking,\nlabeling and offering of dangerous goods for carriage by air, and for matters connected therewith. The Dangerous Goods (Consignment By\nAir) (Safety) Regulations (the “DGR”) provides that consignors i.e. shippers and freight forwarders must ensure all dangerous\ngoods are properly classified, packed, marked, labelled and documented before they are offered for air transportation.\n\n \n\nPursuant\nto regulation 6 of the DGR, the consignor should complete (i) an air waybill which shall: (a) refer to the particular dangerous goods\ntransport document completed in respect of the dangerous goods, and (b) specify where appropriate the category or quantity of the dangerous\ngoods; and (ii) a dangerous goods transport document which shall (a) classify and describe the dangerous goods, and (b) contain a certification\nsigned by or on behalf of the shipper. A copy of the air waybill and dangerous goods transport document in respect of any dangerous goods\nshall be retained by the consignor of the goods, or by each consignor if there are more than one, for a period of not less than 6 months\ncommencing on the date on which the goods are first consigned. If the consignor fails to retain the required documents without reasonable\nexcuse contravenes, the consignor commits an offence and is liable to a fine of HK$25,000 and imprisonment for 6 months.\n\n \n\n*International\nConventions – Carriage of goods by air*\n\n \n\nIn\nrelation to carriage of goods by air, the relevant international conventions are the Warsaw Convention for the Unification of Certain\nRules Relating to International Carriage by Air 1929 (the “Warsaw Convention”) and the Montreal Convention for the Unification\nof Certain Rules for International Carriage by Air 1999 (the “Montreal Convention”).\n\n \n\n*The\nWarsaw Convention*\n\n \n\nThe\nWarsaw Convention was an international convention which regulates liability for international carriage of persons, luggage or goods performed\nby aircraft for reward. It was originally signed in 1929 in Warsaw and was amended in 1955 by the Hague Protocol. Hong Kong still applies\nthe Amended Warsaw Convention to international air carriages to countries that have adopted the Amended Warsaw Convention but not the\nMontreal Convention.\n\n \n\n51\n\n  \n\n**\n\n \n\n*The\nMontreal Convention and the Carriage by Air Ordinance (Chapter 500 of the Laws of Hong Kong)*\n\n \n\nThe\nMontreal Convention was designed to establish worldwide uniformity in liability rules governing air carriage of person, baggage and cargo\nfor compensation between two countries which are parties to it. Hong Kong ratified the Montreal Convention on December 15, 2006. The\nMontreal Convention was put into force in Hong Kong under the Carriage by Air Ordinance.\n\n \n\nThe\nprovisions of the Montreal Convention, as set out in schedule 1A of the Carriage by Air Ordinance, so far as they relate to the rights\nand liabilities of carriers, carriers’ servants and agents, passengers, consignors, consignees and other persons, and subject to\nthe Carriage by Air Ordinance, have the force of law in relation to any carriage by air to which the Montreal Convention applies, irrespective\nof the nationality of the aircraft performing that carriage.\n\n \n\nArticle\n18 of the Montreal Convention determines the extent of the carriers’ liability during carriage of cargoes. Article 18(1) states\nthat the carrier is liable for damage sustained in the event of the destruction or loss of, or damage to, cargo upon condition only that\nthe event which caused the damage so sustained took place during the carriage by air. Article 18(2) provides the following four defenses\nto the carrier:\n\n \n\n \n(a)\ninherent\ndefect, quality or vice of that cargo;\n\n \n \n \n\n  \n(b)\ndefective\npacking of that cargo performed by a person other than the carrier or its servants or agents;\n\n \n \n \n\n  \n(c)\nan\nact of war or an armed conflict; and/or\n\n \n \n \n\n  \n(d)\nan\nact of public authority carried out in connection with the entry, exit or transit of the cargo.\n\n \n\nOur\nGroup is not liable for damage sustained in the event of the destruction or loss of, or of damage to, any registered baggage or any cargo,\nif the occurrence which caused the damage so sustained took place during the carriage by air. Our Group may, however, be held contractually\nliable to our customers for the loss or damage of their cargoes if such loss or damage is caused by our servants, employees or the independent\ncontractors employed by our Group while the cargoes are within their custody or possession or by defective packing of the cargoes performed\nby our servants, employees or the independent contractors.\n\n \n\n*International\nenvironmental conventions*\n\n \n\nCertain\ninternational environmental conventions and agreements also apply to Hong Kong, these include:\n\n \n\nThe\nUnited Nations Framework Convention on Climate Change\n(UNFCCC), 1992 and the Kyoto Protocol were extended to Hong Kong from May 2003 to achieve stabilization\nof atmospheric concentrations of greenhouse gases at levels that would prevent dangerous anthropogenic (human-induced) interference with\nthe climate system.\n\n \n\nVienna\nConvention for the Protection of the Ozone Layer, 1985, as supplemented by Protocol in 1987 (amended in 1990 and 1992) also apply to\nHong Kong, for the protection of the ozone layer by taking precautionary measures to regulate and control global emissions of ozone depleting\nsubstances so as to protect human health and the environment from harmful effects.\n\n \n\n*Ozone\nLayer Protection Ordinance (Chapter 403 of the Laws of Hong Kong)*\n\n \n\nOzone\nLayer Protection Ordinance (“OLPO”) gives effect to the international obligations of Hong Kong in respect of, among other\nmatters, the Vienna Convention for the Protection of the Ozone Layer of 1985, which includes controls over the use and import of products\nwhich are considered “ozone depleting” under OLPO. Under section 3(1) of OLPO, subject to section 3(2) thereof, a person\nwho manufactures a scheduled substance commits an offence and is liable to (a) a fine of HK$1,000,000 and imprisonment for 2 years; and\n(b) a fine of HK$100,000 for each day on which the offence continues. Under section 4 of OLPO, a person who imports or exports a scheduled\nsubstance as stipulated under OLPO without a license commits an offence and is liable to a fine of HK$1,000,000 and to imprisonment for\n2 years.\n\n \n\n52\n\n  \n\n**\n\n \n\n*Import\nand Export Ordinance (Chapter 60 of the Laws of Hong Kong)*\n\n \n\nThe\nImport and Export Ordinance (the “IEO”) provides for the regulation and control of the import of articles into Hong Kong,\nthe export of articles from Hong Kong, the handling and carriage of articles within Hong Kong which have been imported into Hong Kong\nor which may be exported from Hong Kong, and any matter incidental to or connected with the foregoing.\n\n \n\nUnder\nsection 18 of the IEO, any person who (a) imports any unmanifested cargo; or (b) exports any unmanifested cargo, shall be guilty of an\noffence and shall be liable (i) on summary conviction to a fine of HK$500,000 and imprisonment for 2 years; and (ii) on conviction on\nindictment to a fine of HK$2,000,000 and imprisonment for 7 years. It shall be a defense to a charge under section 18 of the IEO if the\ndefendant proves that he did not know and could not with reasonable diligence have known that the cargo was unmanifested.\n\n \n\nUnder\nsection 18A(1) of the IEO, any person who knowingly (a) has possession of any cargo; (b) assists with the carrying, removing, depositing,\nharboring, keeping or concealing of any cargo; or (c) otherwise deals with any cargo, with intent to export the cargo without a manifest\nor with intent to assist another person to export the cargo without a manifest, is guilty of an offence and liable (i) on summary conviction\nto a fine of HK$500,000 and imprisonment for 2 years; and (ii) on conviction on indictment to a fine of HK$2,000,000 and imprisonment\nfor 7 years.\n\n \n\nUnder\nsection 35A(1) of the IEO, any person who knowingly (a) has possession of any article, the carriage of which is restricted under the\nIEO; (b) has possession of any article, the export of which is prohibited under any law in force in Hong Kong or is prohibited other\nthan in accordance with a license issued under the IEO; (c) assists with the carrying, removing, depositing, harboring, keeping or concealing\nof any article, the carriage of which is restricted under the IEO; (d) assists with the carrying, removing, depositing, harboring, keeping\nor concealing of any article, the export of which is prohibited under any law in force in Hong Kong or is prohibited other than in accordance\nwith a license issued under the IEO; (e) otherwise deals with any article, the carriage of which is restricted under the IEO; or (f)\notherwise deals with any article, the export of which is prohibited under any law in force in Hong Kong or is prohibited other than in\naccordance with a license issued under the IEO, with intent to evade the restriction or prohibition or to assist another person to evade\nthe restriction or prohibition, is guilty of an offence and liable (i) in the case where contravention of the restriction or prohibition\nis punishable otherwise than as an indictable offence, on conviction to a fine of HK$500,000 and imprisonment for 2 years; or (ii) in\nthe case where contravention of the restriction or prohibition is punishable as an indictable offence (A) on summary conviction to a\nfine of HK$500,000 and imprisonment for 2 years; and (B) on conviction on indictment to a fine of HK$2,000,000 and imprisonment for 7\nyears.\n\n \n\nUnder\nsection 6A(2) of the IEO, a person who import or export an article specified in schedule 1 to the Import and Export (Strategic Commodities)\nRegulations (Chapter 60G of the Laws of Hong Kong) except under and in accordance with an import or export license issued by the Director-General\nof Trade and Industry commits an offence and is liable (a) on summary conviction to a fine of HK$500,000 and imprisonment for 2 years;\nand (b) on conviction on indictment to an unlimited fine and imprisonment for 7 years.\n\n \n\n*Import\nand Export (Registration) Regulations (Chapter 60E of the Laws of Hong Kong)*\n\n \n\nRegulations\n4 and 5 of the Import and Export (Registration) Regulations (the “IE(R)R”) sets out that every person who imports or exports\nor re-exports any article other than an exempted article shall lodge with the Commissioner of Customs and Excise (the “C&E\nCommissioner”) an accurate and complete import or export declaration relating to such article using services provided by a specified\nbody, in accordance with the requirements that the C&E Commissioner may specify. Every declaration shall be lodged within 14 days\nafter the importation or exportation of the article to which it relates.\n\n \n\nAny\nperson who fails or neglects to lodge such declaration within 14 days after the importation or exportation of the article to which it\nrelates, without any reasonable excuse, shall be liable on summary conviction to a fine of HK$2,000; and commencing on the day following\nthe date of conviction to a fine of HK$100 in respect of every day during which his failure or neglect to lodge such declaration in that\nmanner continues. Regulations 4 and 5 of the IE(R)R also provide that any person knowingly or recklessly lodges any declaration with\nthe C&E Commissioner that is inaccurate in any material particular shall be guilty of an offence and shall be liable on summary conviction\nto a fine of HK$10,000.\n\n \n\n53\n\n  \n\n \n\nRegulation\n7 of the IE(R)R sets out the charges payable on the late lodgment of import or export declarations, in addition to the penalty set out\nin regulations 4 and 5 of the IE(R)R, in respect of different total values of articles specified in the import or export declaration\nand different time period of late lodgment of the import or export declaration.\n\n \n\n*Motor\nVehicles Insurance (Third Party Risks) Ordinance (Chapter 272 of the Laws of Hong Kong)*\n\n \n\nThe\nMotor Vehicles Insurance (Third Party Risks) Ordinance (the “MVI(TPR)O”) provides for the protection of third parties against\nrisks arising out of the use of motor vehicles.\n\n \n\nPursuant\nto section 4 of the MVI(TPR)O, it shall not be lawful for any person to use, or to cause or permit any other person to use, a motor vehicle\non a road unless there is in force in relation to the user of the vehicle by that person or that other person, as the case may be, such\na policy of insurance or such a security in respect of third party risks as complies with the requirements of the MVI(TPR)O. If a person\nacts in contravention of such requirement, he shall be liable to a fine of HK$10,000 and to imprisonment for 12 months, and a person\nconvicted of an offence shall (unless the court for special reasons thinks fit to order otherwise) be disqualified from holding or obtaining\na licence to drive a motor vehicle for such period as the court may determine being not less than 12 months nor more than three years\nfrom the date of conviction.\n\n \n\n*Air\nPollution Control (Non-Road Mobile Machinery) (Emission) Regulation (Chapter 311Z of the Laws of Hong Kong)*\n\n \n\nThe\nAir Pollution Control (Non-Road Mobile Machinery) (Emission) Regulation (the “APC(NRMM)R”) aims to bring non-road mobile\nmachinery (“NRMM”), which includes regulated machines and non-road vehicles, under emission control in line with environmentally\nadvanced countries.\n\n \n\nStarting\nfrom December 1, 2015, pursuant to sections 5 and 6 of the APC(NRMM)R, only approved or exempted NRMMs with a proper label are allowed\nto be used in specified activities and locations, including restricted areas of the airport, container terminals and backup facilities,\nconstruction sites and designated waste disposal facilities. A person who contravenes such requirement commits an offence and is liable\non conviction to a fine of $200,000 and imprisonment for 6 months. A person who uses a NRMM without a proper label is liable to a fine\nof up to HK$50,000 and imprisonment for three months.\n\n \n\nHowever,\npursuant to section 11 of the APC(NRMM)R, existing NRMMs which are already in Hong Kong on or before November 30, 2015 may, on application,\nbe exempted from complying with the emission requirements.\n\n \n\n*Occupational\nSafety and Health Ordinance (Chapter 509 of the Laws of Hong Kong)*\n\n \n\nThe\nOccupational Safety and Health Ordinance (the “OSHO”) provides for the safety and health protection to employees in workplace,\nboth industrial and non-industrial.\n\n \n\nPursuant\nto section 6 of the OSHO, every employer must, so far as reasonably practicable, ensure the safety and health at work of all the employees\nby, so far as reasonably practicable:\n\n \n\n \n(a)\nproviding\nand maintaining plant and systems of work that are safe and without risks to health;\n\n \n \n \n\n  \n(b)\nmaking\narrangements for ensuring, safety and absence of risks to health in connection with the use, handling, storage or transport of plant\nand substances;\n\n \n \n \n\n  \n(c)\nproviding\ninformation, instruction, training and supervision as may be necessary to ensure the safety and health at work of the employees;\n\n \n\n54\n\n  \n\n \n\n \n(d)\nas\nregards any workplace under the employer’s control, (i) maintaining the workplace in a condition that is safe and without risks\nto health; or (ii) providing or maintaining means of access to and egress from the workplace that are safe and without any such risks;\nand\n\n \n \n \n\n  \n(e)\nproviding\nor maintaining a working environment for the employees that is safe and without risks to health.\n\n \n\nPursuant\nto section 6 of the OSHO, an employer who fails to comply with above provisions commits an offence and is liable (a) on summary conviction\nto a fine of HK$3,000,000; or (b) on conviction on indictment to a fine of HK$10,000,000. An employer who fails to do so intentionally,\nknowingly or recklessly commits an offence and is liable (a) on summary conviction to a fine of HK$3,000,000 and imprisonment for 6 months;\nor (b) on conviction on indictment to a fine of HK$10,000,000 and imprisonment for 2 years.\n\n \n\nThe\nCommissioner for Labour is empowered to issue improvement notices and suspension notices against activity of workplace which may create\nan imminent hazard to the employees. Failure to comply with such notices constitutes an offence punishable by a fine of HK$400,000 and\nHK$1,000,000 respectively and imprisonment of up to 12 months, as well as a further fine of HK$100,000 for each day during which the\noffender knowingly and intentionally continues failing to comply with the suspension notice.\n\n \n\n*Employees’\nCompensation Ordinance (Chapter 282 of the Laws of Hong Kong)*\n\n \n\nThe\nEmployee’s Compensation Ordinance (the “ECO”) provides for the payment of compensation to employees who are injured\nin the course of their employment. The ECO establishes a no-fault and non- contributory employee compensation system for work injuries,\nand lays down the rights and obligations of employers and employees in respect of injuries or death caused by accidents arising out of\nand in the course of employment, or by prescribed occupational diseases under the ECO.\n\n \n\nUnder\nthe ECO, if an employee sustains an injury or dies as a result of an accident arising out of and in the course of his employment, his\nemployer is in general liable to pay compensation even if the employee might have committed acts of faults or negligence when the accident\noccurred. An employee who suffers incapacity arising from an occupational disease is entitled to receive the same compensation as that\npayable to an employee injured in an accident arising out of and in the course of employment, if the disease is one due to the nature\nof any occupation in which he was employed at any time within the prescribed period immediately preceding the incapacity caused.\n\n \n\nPursuant\nto section 40 of the ECO, no employer shall employ any employee in any employment unless there is in force in relation to such employee\na policy of insurance to cover their liabilities both under the ECO and at common law for injuries at work in respect of all their employees,\nirrespective of the length of employment contract or working hours, full-time or part-time employment. An employer who contravenes such\nrequirement commits an offence and is liable (a) on conviction upon indictment to a fine of HK$100,000 and imprisonment for two years;\nand (b) on summary conviction to a fine of HK$100,000 and imprisonment for one year.\n\n \n\n*Minimum\nWage Ordinance (Chapter 608 of the Laws of Hong Kong)*\n\n \n\nThe\nMinimum Wage Ordinance (the “MWO”) provides for a minimum wage at an hourly rate for certain employees. The MWO establishes\na statutory minimum wage (“SMW”) regime aimed at striking an appropriate balance between forestalling excessively low wages\nand minimizing the loss of low-paid jobs while sustaining Hong Kong’s economic growth and competitiveness.\n\n \n\nThe\nSMW rate has been raised to HK$40 per hour with effect from May 1, 2023.\n\n \n\nSave\nfor certain exceptions specified under section 7 of the MWO, the SMW applies to all employees, whether they are monthly-rated, weekly-rated,\ndaily-rated, hourly-rated, piece-rated, permanent, casual, full-time, part-time or other employees, and regardless of whether they are\nemployed under a continuous contract as defined in Employment Ordinance (Chapter 57 of the Laws of Hong Kong) (the “EO”).\nAny provision in the contract of employment seeking to extinguish or reduce the employee’s SMW entitlement shall be void under\nthe law.\n\n \n\n55\n\n  \n\n \n\nFailure\nto pay the SMW amounts to a breach of wage provisions under the EO. According to the EO, an employer who willfully and without reasonable\nexcuse fails to pay wages to an employee when it becomes due is liable to prosecution and, upon conviction, to a fine of HK$350,000 and\nimprisonment for three years. Where a wage offence committed by a body corporate is proved to have been committed with the consent or\nconnivance of, or to be attributable to any neglect on the part of, any director, manager, secretary or other similar officer of the\nbody corporate, such person shall be guilty of the like offence and, upon conviction, is liable to the same penalty.\n\n \n\n*Mandatory\nProvident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong)*\n\n \n\nThe\nMandatory Provident Fund Scheme Ordinance (the “MPFSO”) provides for, inter alia, the establishment of a system of privately\nmanaged, employment-related mandatory provident fund (“MPF”) schemes to accrue MPF benefits for members of the workforce\nwhen they retire.\n\n \n\nPursuant\nto section 7A of the MPFSO, the employer and its relevant employee, being an employee of 18 years of age or over and below retirement\nage which is 65 years of age, are each required to make contributions to the registered scheme at 5% of the relevant employees’\nrelevant income, meaning any wages, salary, leave pay, fee, commission, bonus, gratuity, perquisite or allowance expressed in monetary\nterms, paid or payable by an employer to the relevant employee in consideration of his employment under his contract of employment. An\nemployer must ensure that contributions required to be made in accordance with this section in respect of an employee of the employer\nare paid to the approved trustee of the registered scheme of which the employee is a member within the period and in the manner prescribed\nby the regulations.\n\n \n\nPursuant\nto section 9 of the MPFSO, a relevant employee whose relevant income is less than the minimum level of relevant income, being HK$7,100\nper month or HK$280 per day, is not required to contribute to a registered scheme but he may, if he so wishes, by notice in writing to\nhis employer elect to do so. Pursuant to section 10 of the MPFSO, A relevant employee whose relevant income is more than the maximum\nlevel of relevant income, being HK$30,000 per month or HK$1,000 per day, is not required to contribute to a registered scheme in respect\nof the excess relevant income but he may, if he so wishes, by notice in writing to his employer elect to do so.\n\n \n\nPursuant\nto section 43B(1B) of the MPFSO, an employer who, without reasonable excuse, fails to comply with section 7A(1), (2) or (7) of the MPFSO\ncommits an offence and is liable on conviction (a) to a fine at HK$100,000 and imprisonment for six months on the first occasion on which\nthe person is convicted of the offence; and (b) to a fine of HK$200,000 and imprisonment for 12 months on each subsequent occasion on\nwhich the person is convicted of the offence.\n\n \n\nPursuant\nto section 43B(1C) of the MPFSO, an employer who, without reasonable excuse, fails to comply with section 7A(8) of the MPFSO commits\nan offence and is (a) in the case where he has deducted any amount from the employee’s relevant income for the contribution period\nconcerned as the employee’s contribution and the total amount of contribution paid in respect of the employee to the approved trustee\nfor that contribution period is less than the amount so deducted, liable on conviction to a fine of HK$450,000 and imprisonment for four\nyears and, in the case of a continuing offence, to a daily penalty of HK$700 for each day on which the offence is continued; and (b)\nin any other case, liable on conviction to a fine of HK$350,000 and imprisonment for three years and, in the case of a continuing offence,\nto a daily penalty of HK$500 for each day on which the offence is continued.\n\n \n\n*Business\nRegistration Ordinance (Chapter 310 of the Laws of Hong Kong)*\n\n \n\nThe\nBusiness Registration Ordinance (the “BRO”) provides for the registration of businesses in Hong Kong. Business includes any\nform of trade, commerce, craftsmanship, profession, calling or other activity carried on for the purpose of gain and also means a club.\nEvery company incorporated in Hong Kong or non-Hong Kong company registered under the Companies Ordinance is deemed to be a person carrying\non business and is required to be registered under the BRO. Besides, every non-Hong Kong corporation that has a representative or liaison\noffice in Hong Kong, or has let out its property situated in Hong Kong is required to be registered under the BRO.\n\n \n\nPursuant\nto section 5 of the BRO, every person (a company or an individual) carrying on a business in Hong Kong, other than those specifically\nexempted, shall make a business registration application to the Commissioner of Inland Revenue within one month of the commencement of\nthe business. Pursuant to section 12 of the BRO, a valid business registration certificate shall be displayed at the place of business\nto which such certificate relates. A business registration certificate is renewable every year or every three years (if the business\noperator elects for business registration certificate that is valid for three years).\n\n \n\n56\n\n  \n\n \n\nPursuant\nto section 15 of the BRO, any person who fails to make a business registration application or fails to display a valid business registration\ncertificate shall be guilty of an offence and shall be liable to a fine at HK$5,000 and imprisonment for one year. Where a person is\nconvicted of an offence for the failure to make a business registration application, the magistrate may, in addition to any penalty that\nmay be imposed, order that the person shall within a time specified in the order do the act which he has failed to do, and a person who\ndoes not comply with such an order commits an offence and is liable to a fine at HK$5,000 and imprisonment for one year.\n\n \n\n*Inland\nRevenue Ordinance (Chapter 112 of the Laws of Hong Kong)*\n\n \n\nThe\nInland Revenue Ordinance (the “IRO”) imposes taxes on property, earnings and all profits (excluding profits from the sale\nof capital assets) arising in or derived from Hong Kong from any trade, profession or business carried out in Hong Kong by persons, including\ncorporations, partnerships, trustees and bodies of person. Under the two-tiered profits tax rates regime applicable to corporations and\nunincorporated businesses, the profits tax rate for the first HK$2,000,000 of assessable profits is 8.25% for corporations and 7.5% for\nunincorporated businesses and 16.5% for corporations and standard rate of 15% for unincorporated businesses on any part of assessable\nprofits over HK$2,000,000.\n\n \n\nPursuant\nto section 52(2) of the IRO, every person who is an employer shall, when required to do so by notice in writing given by an assessor,\nfurnish a return of all persons employed by him in receipt of remuneration in excess of a minimum figure to be fixed by the assessor\nand any other person employed by him named by the assessor. Pursuant to sections 52(4) and 52(5) of the IRO, where any person who is\nan employer commences to employ or is about to cease to employ in Hong Kong an individual who is or is likely to be chargeable to tax\nunder Part 3 of the IRO, or any married person, he shall give prompt notice thereof in writing to the Commissioner of Inland Revenue\nafter the date of commencement or cessation of such employment. Any person who fails to comply with such requirements without reasonable\ncommits an offence and is liable on conviction to a fine at HK$10,000.\n\n \n\n*Merchant\nShipping (Safety) (Dangerous Goods and Marine Pollutants) Regulation (Chapter 413H of the Laws of Hong Kong)*\n\n \n\nThe\nMerchant Shipping (Safety) (Dangerous Goods and Marine Pollutants) Regulation (“MSR”) sets out requirements which apply to\nvessels that ship and transship dangerous goods while they are in the waters of Hong Kong. The International Maritime Dangerous Goods\nCode (“IMDG Code”), which is an international guideline to, among others, the terminology, packaging, labelling, placarding,\nmarking, stowage, segregation and handling of transportation and shipment of dangerous goods, is implemented by the MSR in Hong Kong.\n\n \n\nPursuant\nto section 8(1)(a) of the MSR, no dangerous goods in packaged form shall be offered for carriage or taken on board any ship unless a\ndangerous goods declaration has been furnished to the ship owner or master, which shall indicate all information required by the IMDG\nCode. Under sections 8(7) and 8(8) of the MSR, a forwarder who fails to furnish a dangerous goods declaration or furnishes a false declaration,\nor a ship owner or master who accepts for carriage, takes or receives on board, any packaged dangerous goods without a dangerous goods\ncertificate commits an offence (a) on conviction upon indictment to a fine HK$10,000 and imprisonment for one year; and (b) on summary\nconviction to a fine HK$10,000.\n\n \n\nPursuant\nto sections 11 to 13 of the MSR, dangerous goods shall be packed, marked, labelled and stowed in accordance with the IMDG Code. The ship\nowner or his agent or a master commits an offence (a) on conviction upon indictment to a fine HK$10,000 and imprisonment for one year;\nand (b) on summary conviction to a fine HK$10,000, if he takes on board any ship for carriage in that ship dangerous goods which are\nnot packed (and he knows or ought to know that the goods are inadequately packaged), marked, labelled and stowed accordingly.\n\n \n\n57\n\n  \n\n \n\n*Merchant\nShipping Ordinance (Chapter 281 of the Laws of Hong Kong)*\n\n \n\nThe\nMerchant Shipping Ordinance (the “MSO”) provides for registration and licensing requirements applicable to ships in the waters\nof Hong Kong used for commercial purposes.\n\n \n\nAccording\nto section 3 of the MSO, every ship trading outwards from Hong Kong or being used for any commercial purposes in the waters of Hong Kong\nmust be provided with a certificate of registry, certificate of provisional registry, a certificate of ownership or other documents granted\nin a place outside Hong Kong similar or equivalent in effect thereto. Under sections 108 and 109 of the MSO, the Director of Marine may\nunder certain conditions detain a ship pending satisfaction of legal provisions. If the ship proceeds or attempts to proceed to sea before\nhaving been released by the competent authority, the master of the ship, the owner or agent, any person who sends the ship to sea, and\nany agent or person who is a party or privy to the offense, shall be guilty of an offense and shall be liable on conviction to a fine\nof HK$50,000 and imprisonment for two years.\n\n \n\n*Merchant\nShipping (Registration) Ordinance (Chapter 415 of the Laws of Hong Kong)*\n\n \n\nThe\nMerchant Shipping (Registration) Ordinance (the “MSRO”) provides for the registration of ships in Hong Kong and for related\nmatters. A “qualified person” under the MSRO includes Hong Kong residents, registered non-Hong Kong companies as well as\nany body corporate incorporated in Hong Kong. Pursuant to section 11 of the MSRO, a ship is registrable if a majority interest in the\nship is owned by one or more qualified persons or the ship is operated under a demise charter by a body corporate being a qualified person.\n\n \n\nSection\n24 of the MSRO provides that upon the registration of a ship, the Registrar of Ships shall grant a certificate of registry containing\nthe particulars relating to the ship entered in the register. Pursuant to sections 54 and 55 of the MSRO, the owner of a registered ship\nshall notify the Registrar of Ships within 30 days after a change in address of the owner, dissolution or deregistration etc. of the\nbody corporate owner, the failure to comply with which commits an offence and is liable to a fine of HK$5,000.\n\n \n\n*Merchant\nShipping (Safety) Ordinance (Chapter 369 of the Laws of Hong Kong)*\n\n \n\nThe\nMerchant Shipping (Safety) Ordinance (the “MSSO”) and its subsidiary legislation provides for the safety of Hong Kong ships\nand persons, equipment and operations on board these ships, and gives effect to provisions of relevant international agreement(s) applicable\nto Hong Kong. Under the MSSO, any ship carrying more than 12 passengers qualifies as a “passenger ship” and is required to\nbe surveyed annually.\n\n \n\nOn\ncompliance of requirements of ship construction, life-saving appliance, fire-fighting appliances, radio and navigational equipment regulations,\nships will be issued with a safety certificate. Failure to keep up-to-date such certificate after alteration to the ship or additional\nsurveys, keep readily available for inspection on board the ship such certificate, and proceed to sea without appropriate certificates\nconstitute an offence and the owner or master of the ship shall be liable to a fine of HK$10,000 and imprisonment of six months, a fine\nof HK$5,000, and a fine of HK$10,000, respectively.\n\n \n\n*Merchant\nShipping (Collision Damage Liability and Salvage) Ordinance (Chapter 508 of the Laws of Hong Kong)*\n\n \n\nThe\nMerchant Shipping (Collision Damage Liability and Salvage) Ordinance (the “MSCDLSO”) provides for matters relating to collision\ndamage and salvage operations and implements the International Convention on Salvage 1989 in Hong Kong.\n\n \n\nSection\n3 of the MSCDLSO provides that where damage or loss is caused to a vessel, its cargoes or freight or any property on board, by the fault\nof two or more vessels, the liability to make good the damage or loss shall be in proportion to the degree in which each vessel was in\nfault. Section 4 of the MSCDLSO provides that where a loss of life or personal injuries are suffered by a person on board a vessel owing\nto the fault of that vessel and of any other vessel or vessels, the liability of the owners of the vessels shall be joint and several.\n\n \n\n58\n\n  \n\n****\n\n \n\n**Regulations\nRelated to the PRC**\n\n \n\n**Permissions\nfrom the PRC Authorities to Issue Our Ordinary Shares to Foreign Investors**\n\n \n\nRecently,\nthe PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations\nin China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over\nChina-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly\nenforcement. As of the date of this Annual Report, we do not believe that we are not directly subject to these regulatory actions or\nstatements, as we have not implemented any monopolistic behavior and our business does not involve collection of user data, implicate\ncybersecurity, or involve any other type of restricted industry in the Mainland China.\n\n \n\nAs\nof the date of the Annual Report, neither we nor any of our subsidiaries are currently required to obtain regulatory approvals or permissions\nfrom the CSRC, the CAC, or any other relevant Mainland China regulatory authorities of Mainland China for their business operations,\nour offering (including the sales of securities to foreign investors) and our listing in the U.S. under any existing PRC law, regulations\nor rules, nor have we received any inquiry, notice, warning, sanctions or regulatory objection to our business operations, our offering\nand listing in the U.S. from the CSRC, the CAC, or other PRC regulatory authorities.\n\n \n\nOn\nNovember 14, 2021, CAC released the Regulations on Network Data Security (draft for public comments) and accepted public comments until\nDecember 13, 2021. The draft Regulations on Network Data Security provide that data processors refer to individuals or organizations\nthat autonomously determine the purpose and the manner of processing data. If a data processor that processes personal data of more than\none million users intends to list overseas, it shall apply for a cybersecurity review. In addition, data processors that process important\ndata or are listed overseas shall carry out an annual data security assessment on their own or by engaging a data security services institution,\nand the data security assessment report for the prior year should be submitted to the local cyberspace affairs administration department\nbefore January 31 of each year. On December 28, 2021, the Measures for Cybersecurity Review (2021 version) was promulgated and took effect\non February 15, 2022, which iterates that any “online platform operator” controlling personal information of more than one\nmillion users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review. We do not believe that\nwe are an “operator of critical information infrastructure” or “large-scale data processor” as mentioned above.\nHowever, PRC regulations relating to personal information protection and data protection, it has been clarified in the relevant provision\nthat the processing of PRC individual’s personal information outside Mainland China will also be under the jurisdiction of the\nPRC Personal Information Protection Law and if data processing outside Mainland China harms the national security, public interests or\nthe rights and interests of citizens or organizations of the PRC, legal responsibilities will also be investigated. In addition, neither\nthe Company nor its subsidiaries is an operator of any “critical information infrastructure” as defined under the PRC Cybersecurity\nLaw and the Security Protection Measures on Critical Information Infrastructure. However, Measures for Cybersecurity Review (2021 version)\nwas recently adopted and the Network Internet Data Protection Draft Regulations (draft for comments) is in the process of being formulated\nand the Opinions remain unclear on how it will be interpreted, amended and implemented by the relevant PRC governmental authorities.\n\n \n\nThere\nremains uncertainties as to when the final measures will be issued and take effect, how they will be enacted, interpreted or implemented,\nand whether they will affect us. If we inadvertently conclude that the Measures for Cybersecurity Review (2021 version) do not apply\nto us, or applicable laws, regulations, or interpretations change and it is determined in the future that the Measures for Cybersecurity\nReview (2021 version) become applicable to us, we may be subject to review when conducting data processing activities, and may face challenges\nin addressing its requirements and make necessary changes to our internal policies and practices. We may incur substantial costs in complying\nwith the Measures for Cybersecurity Review (2021 version), which could result in material adverse changes in our business operations\nand financial position. If we are not able to fully comply with the Measures for Cybersecurity Review (2021 version), our ability to\noffer or continue to offer securities to investors may be significantly limited or completely hindered, and our securities may significantly\ndecline in value or become worthless.\n\n \n\n59\n\n  \n\n \n\nOn\nFebruary 17, 2023, the China Securities Regulatory Commission, or the CSRC, announced the Circular on the Administrative Arrangements\nfor Filing of Securities Offering and Listing By Domestic Companies, or the Circular, and released a set of new regulations which consists\nof the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (“Trial Measures”),\nand five supporting guidelines. The Trial Measures came into effect on March 31, 2023 which refines the regulatory system by subjecting\nboth direct and indirect overseas offering and listing activities to the CSRC filing-based administration. A PRC domestic company that\nseeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC per the requirements of the Trial\nMeasures. Breaches of the Trial Measures, such as offering and listing securities overseas without fulfilling the filing procedures,\nshall bear legal liabilities, including a fine between RMB 1.0 million and RMB 10.0 million. Given that we are not a PRC domestic company,\nwe are not required to register with CSRC as required by the Trial Measure.\n\n \n\nOn\nFebruary 24, 2023, the CSRC, the Ministry of Finance of the PRC, the National Administration of State Secrets Protection and the National\nArchives Administration of China jointly published the Provisions on Strengthening the Confidentiality and Archives Management Work Relating\nto the Overseas Securities Offering and Listing by Domestic Enterprises, or the Confidentiality and Archives Administration, and, which\nbecame effective on March 31, 2023. The Confidentiality and Archives Administration requires that, in the process of overseas issuance\nand listing of securities by domestic entities, the domestic entities, and securities companies and securities service institutions that\nprovide relevant securities service shall strictly implement the provisions of relevant PRC laws and regulations and the requirements\nof these provisions, establish and improve rules on confidentiality and archives administration. Where the domestic entities provide\nwith or publicly disclose documents, materials or other items related to the state secrets and government work secrets to the relevant\nsecurities companies, securities service institutions, overseas regulatory authorities, or other entities or individuals, the entities\nshall apply for approval of competent departments with the authority of examination and approval in accordance with law and report the\nmatter to the secrecy administrative departments at the same level for record filing. Where there is unclear or controversial whether\nor not the concerned materials are related to state secrets, the materials shall be reported to the relevant secrecy administrative departments\nfor determination.\n\n \n\nAs\nfurther advised by our PRC counsel, as of the date of the Annual Report, no effective laws or regulations in the PRC explicitly require\nus to seek approval from the CSRC or any other PRC governmental authorities for our overseas listing or securities offering plans, nor\nhas our Company or any of our subsidiaries received any inquiry, notice, warning or sanctions regarding our overseas listing and offering\nof securities from the CSRC or any other PRC governmental authorities. However, since these statements and regulatory actions by the\nPRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain\nwhat the potential impact such modified or new laws and regulations will have on us. The Standing Committee of the National People’s\nCongress (the “SCNPC”) or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing\nrules that requires our Company, or any of our subsidiaries to obtain regulatory approval from Chinese authorities before conducting\nsecurities offerings in the U.S. If any of our subsidiaries or the holding company were required to obtain approval in the future and\nwere denied permission from PRC authorities to conduct securities offerings in the U.S., our ability to conduct our business may be materially\nimpacted, we will not be able to continue listing on any U.S. exchange, continue to offer securities to investors, the interest of the\ninvestors may be materially adversely affected and our ordinary shares may significantly decrease in value or become worthless.\n\n \n\n**Regulations\nRelated to the British Virgin Islands**\n\n \n\n**Regulations\nrelated to the British Virgin Islands Data Protection Act, 2021**\n\n \n\nThe\nData Protection Act, 2021 (the “BVI DPA”) came into force in the BVI on July 9, 2021. The DPA establishes a framework of\nrights and duties designed to safeguard individuals’ personal data, balanced against the need of public authorities, businesses\nand organizations to collect and use personal data for lawful purposes. The BVI DPA is centered around seven data protection principles\n(the General Principle, the Notice and Choice Principle, the Disclosure Principle, the Security Principle, the Retention Principle, the\nData Integrity Principle and the Access Principle) which require among other things that:\n\n \n\n \n●\npersonal\ndata must not be processed without consent unless specific conditions are met and must not be transferred outside the BVI, unless\nthere is proof of adequate data protection safeguards or consent from the data subject;\n\n \n\n60\n\n  \n\n \n\n \n\n \n●\nwhere\nconsent has been given to processing of personal data, the data subject may at any time withdraw his or her consent;\n\n \n \n \n\n  \n●\na\ndata controller must inform a data subject of specific matters, for instance the purposes for which it is being collected and further\nprocessed;\n\n \n \n \n\n  \n●\npersonal\ndata must not be disclosed for any purpose other than the purpose for which it was to be disclosed at the time of collection or a\npurpose directly related thereto or to any party other than a third party of a class previously notified to the data subject;\n\n \n \n \n\n  \n●\na\ndata controller shall, when processing personal data, take practical steps to protect personal data from loss, misuse, modification,\nunauthorized or accidental access or disclosure, alteration or destruction;\n\n \n \n \n\n  \n●\npersonal\ndata must not be kept for longer than is necessary for the purpose;\n\n \n \n \n\n  \n●\npersonal\ndata must be accurate, complete, not misleading and kept up to date; and\n\n \n \n \n\n  \n●\na\ndata subject must be given access to his or her own personal data and be able to correct that data where it is inaccurate, incomplete,\nmisleading or not up to date, except where a request for such access or correction is refused under the BVI DPA.\n\n \n\nThe\nBVI DPA imposes specific obligations on data controllers, including the duty to (i) apply the data protection principles; and (ii) respond\nin a timely fashion to requests from data subjects in relation to their personal data.\n\n \n\nThe\nInformation Commissioner is the regulator responsible for the proper functioning and enforcement of the BVI DPA. Offences under the BVI\nDPA include:\n\n \n\n \n●\nprocessing\nsensitive personal data in contravention of the BVI DPA;\n\n \n \n \n\n \n●\nwillfully\nobstructing the Information Commissioner or an authorized officer in the conduct of his or her duties and functions;\n\n \n \n \n\n \n●\nwillfully\ndisclosing personal information in contravention of the BVI DPA; and\n\n \n \n \n\n \n●\ncollecting,\nstoring or disposing of personal information in a manner that contravenes the BVI DPA.\n\n \n\nOffences\ncommitted under the BVI DPA may result in fines (up to US$500,000 in certain cases) or imprisonment. Further, a data subject who suffers\ndamage or distress as a result of their data being processed in contravention of the BVI DPA may institute civil proceedings in the BVI\ncourts.\n\n \n\n61\n\n  \n\n \n\n**C.\nOrganizational Structure**\n\n \n\nThe\nfollowing diagram illustrates our corporate structure, including our principal subsidiaries and affiliated entities, as of the date of\nthis annual report\n\n \n\n \n\n**D.\nProperty, plants and equipment**\n\n \n\nSee\n“Item 4. Information on the Company-B. Business Overview-Facilities”"}