{"url_path":"/sec/nwgl/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 **","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1948294/0001493152-26-019023-index.html","accession_number":"0001493152-26-019023","cik":"0001948294","ticker":"NWGL","issuer_name":"CL Workshop Group Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1948294/0001493152-26-019023-index.html","primary_entity_key":"0001948294","primary_entity_name":"CL Workshop Group Ltd"},"word_count":13051,"has_tables":true,"body_markdown":"**ITEM\n10.**\n**ADDITIONAL\nINFORMATION**\n\n \n\n**10.A.\nShare Capital**\n\n \n\nOn\nDecember 16, 2025, the shareholders of the Company passed and approved at the annual general meeting of the Company the redesignation\nand reclassification of the shares of the Company from ordinary shares of a single class to (i) Class A ordinary shares with 1 vote per\nshare at a general meeting of the Company or on any shareholders’ resolutions and the other rights attached to it; and (ii) Class\nB ordinary shares with 50 votes per share at a general meeting of the Company or on any shareholders’ resolutions and the other\nrights attached to it. As of the date of this annual report, the number of maximum authorized shares of our Company is 8,000,000,000\nshares each with a par value of US$0.001 divided into (i) 7,520,000,000 Class A ordinary shares with a par value of US$0.001 each; and\n(ii) 480,000,000 Class B ordinary shares with a par value of US$0.001 each. As of the date of this report, 132,425,321 ordinary shares\nare issued and outstanding, including\n\n92,932,850 Class B ordinary shares and 39,492,471 Class A ordinary shares. All of our issued and outstanding ordinary shares are fully\npaid.\n\n \n\n**10.B.\nMemorandum and Articles of Association**\n\n \n\nWe\nare a business company with limited liability incorporated in the British Virgin Islands and our affairs are governed by our memorandum\nand articles of association (as amended and restated from time to time), and the BVI Business Companies Act of 2004 (as amended) which\nis referred to as the BVI Act below and the common law of the British Virgin Islands.\n\n \n\nOn\nDecember 16, 2025, the shareholders of the Company passed and approved at the annual general meeting of the Company the adoption of the\nsecond amended and restated memorandum and articles of association which has become effective upon registration with the Registrar of\nCorporate Affairs of the British Virgin Islands on December 22, 2025.\n\n \n\nThe\nfollowing are summaries of material provisions of the second amended and restated memorandum and articles of association (which shall\nbe referred to as the “memorandum” and the “articles” each and collectively the “memorandum and articles”\nhereinafter), and of the of the BVI Act and the common law of the British Virgin Islands, insofar as they relate to the material terms\nof our ordinary shares.\n\n \n\n**Ordinary\nShares**\n\n* *\n\n*General*\n\n \n\nThe\nmaximum number of ordinary shares we are authorized to issue is 8,000,000,000 ordinary shares each with a par value of US$0.001, divided\ninto (i) 7,520,000,000 Class A Ordinary Shares with par value of US$0.001 and (ii) 480,000,000 Class B Ordinary Shares with par value\nof US$0.001. To the extent they are issued, certificates representing the Class A Ordinary Shares and the Class B Ordinary Shares are\nissued in registered form. Our shareholders who are non-residents of the BVI may freely hold and vote their ordinary shares.\n\n \n\n*Distributions*\n\n* *\n\nThe\nholders of our Class A Ordinary Shares and Class B Ordinary Shares are entitled to an equal share in any dividend paid by our company\non the ordinary shares as may be declared by our board of directors subject to the BVI Act.\n\n* *\n\n*Voting\nRight*\n\n \n\nAny\naction required or permitted to be taken by the shareholders of our company must be effected at a duly called meeting of members of our\ncompany (including an annual general meeting) entitled to vote on such action and may be effected by a resolution in writing. At each\nmeeting of members, each shareholder of Class A Ordinary Shares who is present in person or by proxy (or, in the case of a shareholder\nbeing a corporation, by its duly authorized representative) will have one (1) vote for each Class A Ordinary Share which such shareholder\nholds; while each shareholder of Class B Ordinary Shares who is present in person or by proxy (or, in the case of a shareholder being\na corporation, by its duly authorized representative) will have fifty (50) votes for each Class B Ordinary Share which such shareholder\nholds. There are no prohibitions to cumulative voting under the laws of the BVI, but our memorandum and articles do not provide for cumulative\nvoting.\n\n \n\n53\n\n \n\n \n\n*Conversion\nRight*\n\n* *\n\nClass\nA Ordinary Shares are not convertible into Class B Ordinary Shares at any time. Each Class B Ordinary Share shall be converted at the\noption of the holder, at any time after issue and without the payment of any additional sum, into one fully paid Class A Ordinary Shares.\n\n \n\n*Qualification*\n\n* *\n\nThere\nis no shareholding qualification for directors under our memorandum and articles.\n\n \n\n*Meetings*\n\n* *\n\nWe\nmust provide written notice of all meetings of members stating the time, date and place and, in the case of a special meeting of members,\nthe purpose or purposes thereof, at least seven days before the date of the proposed meeting. Our board of directors shall call a meeting\nof members upon the written request of shareholders holding not less than 30% of the voting rights in respect of the matter for which\nthe meeting is requested. In addition, our board of directors may call a meeting of members on its own motion. At any meeting of shareholders,\na quorum will be present if there are shareholders present in person or by proxy representing not less than 50% of the votes of the ordinary\nshares entitled to vote on the resolutions to be considered at the meeting. Such quorum may be represented by only a single shareholder\nor proxy. If no quorum is present within two hours of the start time of the meeting, the meeting shall be dissolved if it was requested\nby shareholders; in any other case, the meeting shall be adjourned to the next business day in the jurisdiction in which the meeting\nwas to have been held at the same time and place or to such other time and place as the board of directors may determine, and if at the\nadjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third\nof the votes of the ordinary shares or each class or series of ordinary shares entitled to vote on the matters to be considered by the\nmeeting, those present shall constitute a quorum but otherwise the meeting shall either be dissolved or stand further adjourned at the\ndiscretion of the chairman of the board of directors or, if different, the chairman of the meeting. No business may be transacted at\nany general meeting unless a quorum is present at the commencement of business. If present, the chairman of our board of directors shall\nbe the chair presiding at any meeting of members. If there is no chairman of the board or if the chairman of our board is not present\nthen the shareholders present shall choose a shareholder to chair the meeting of members. If the shareholders are unable to choose a\nchairman for any reason, then the person representing the greatest number of voting shares present in person or by proxy at the meeting\nshall preside as chairman.\n\n \n\nA\ncorporation that is a shareholder shall be deemed for the purpose of our memorandum and articles to be present in person if represented\nby its duly authorized representative. This duly authorized representative shall be entitled to exercise the same powers on behalf of\nthe corporation which he represents as that corporation could exercise if it were our individual shareholder.\n\n \n\n*Protection\nof minority shareholders*\n\n* *\n\nThe\nBVI Act offers some limited protection of minority shareholders. The principal protection under statutory law is that shareholders may\napply to the BVI court for an order directing the company or its director(s) to comply with, or restraining the company or a director\nfrom engaging in conduct that contravenes, the BVI Act or the company’s memorandum and articles of association. Under the BVI Act,\nthe minority shareholders have a statutory right to bring a derivative action in the name of and on behalf of the company in circumstances\nwhere a company has a cause of action against its directors. This remedy is available at the discretion of the BVI court. A shareholder\nmay also bring an action against the company for breach of duty owed to him as a member. A shareholder who considers that the affairs\nof the company have been, are being or likely to be, conducted in a manner that is, or any act or acts of the company have been, or are,\nlikely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the BVI court for an\norder to remedy the situation.\n\n \n\nThere\nare common law rights for the protection of shareholders that may be invoked, largely dependent on English company law. Under the general\nrule pursuant to English company law known as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management\nof a company at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company’s\naffairs by the majority or the board of directors. However, every shareholder is entitled to have the affairs of the company conducted\nproperly according to BVI law and the constituent documents of the company. As such, if those who control the company have persistently\ndisregarded the requirements of company law or the provisions of the company’s memorandum and articles of association, then the\ncourts may grant relief. Generally, the areas in which the courts will intervene are the following: (1) an act complained of which is\noutside the scope of the authorized business or is illegal or not capable of ratification by the majority; (2) acts that constitute fraud\non the minority where the wrongdoers control the company; (3) acts that infringe or are about to infringe on the personal rights of the\nshareholders, such as the right to vote; and (4) where the company has not complied with provisions requiring approval of a special or\nextraordinary majority of shareholders.\n\n* *\n\n**\n\n54\n\n \n\n* *\n\n*Pre-emptive\nrights*\n\n* *\n\nThere\nare no pre-emptive rights applicable to the issue by us of new ordinary shares under either the BVI Act or our memorandum and articles.\n\n* *\n\n*Transfer\nof Ordinary Shares*\n\n* *\n\nSubject\nto the relevant provisions in our memorandum and articles, certificated ordinary shares may be transferred by a written instrument of\ntransfer signed by the transferor and containing the name and address of the transferee, which shall be sent to our Company for registration.\nFor so long as the ordinary shares of any class are listed on a designated stock exchange, such ordinary shares may be transferred without\nthe need for a written instrument of transfer if the transfer is carried out in accordance with the laws, rules, procedures and other\nrequirements applicable to shares registered on the designated stock exchange.\n\n \n\nUpon\nany sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof to any person or entity which is not a designated\nperson of such holder, such Class B Ordinary Shares validly transferred to the new holder shall be automatically and immediately converted\ninto Class A Ordinary Shares calculated at a one-for-one basis. Pursuant to memorandum and articles, designated person means TUTU Business\nService Limited, a BVI business company incorporated under the laws of the British Virgin Islands with business company number 2166977\nand Ms. Wang Liying.\n\n \n\nThe\ntransfer of an ordinary share is effective when the name of the transferee is entered on the register of members and/or the listed shareholder\nlist of our company.\n\n \n\n*Liquidation*\n\n \n\nAs\npermitted by the BVI Act and our memorandum and articles, our Company may be voluntarily liquidated by a resolution of members or, if\npermitted under section 199(2) of the BVI Act, by a resolution of directors provided that the shareholders have approved, by resolution\nof members, a liquidation plan approved by the directors and if we have no liabilities or we are able to pay our debts as they fall due\nand the value of our assets equals or exceeds our liabilities. On a liquidation, on winding up or other return of assets of our company\nto shareholders (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders\nof ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis.\n\n \n\n*Calls\non Ordinary Shares and forfeiture of Ordinary Shares*\n\n* *\n\nOur\nboard of directors, on the terms established at the time of the issuance of such ordinary shares or as otherwise agreed, may make calls\nupon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least fourteen days prior\nto the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture. For the\navoidance of doubt, if the issued ordinary shares have been fully paid in accordance with the terms of its issuance and subscription,\nthe board of directors shall not have the right to make calls on such fully paid ordinary shares and such fully paid ordinary shares\nshall not be subject to forfeiture.\n\n \n\n*Redemption\nof Ordinary Shares*\n\n* *\n\nSubject\nto the provisions of the BVI Act, we may issue shares on terms that are subject to redemption, at our option or at the option of the\nholders, on such terms and in such manner as may be determined by our memorandum and articles and subject to any applicable requirements\nimposed from time to time by, the BVI Act, the SEC, the Nasdaq Capital Market, or by any designated stock exchange on which our ordinary\nshares are listed.\n\n \n\n*Variation\nof Rights of Shares*\n\n \n\nThe\nrights attached to any class of ordinary shares as specified in our memorandum may only, whether or not our company is being wound up,\nbe varied by a resolution of members, provided that only the holders of the relevant class of ordinary shares shall be entitled to vote\nthereon, unless otherwise provided by the terms of issue of such class.\n\n \n\n55\n\n \n\n \n\n*Changes\nin the number of shares we are authorized to issue and those in issue*\n\n \n\nWe\nmay from time to time by a resolution of members or resolution of directors:\n\n \n\n \n●\namend\nour memorandum and articles to increase or decrease the maximum number of ordinary shares we are authorized to issue;\n\n \n●\nsubject\nto our memorandum and articles, sub-divide our authorized and issued shares into a larger number of shares than our existing number\nof shares; and\n\n \n●\nsubject\nto our memorandum and articles, consolidate our authorized and issued shares into a smaller number of shares.\n\n \n\n*Untraceable\nshareholders*\n\n* *\n\nOur\nmemorandum and articles do not entitle us to sell the ordinary shares of a shareholder who is untraceable.\n\n* *\n\n*Inspection\nof books and records*\n\n \n\nUnder\nthe BVI Act, holders of our ordinary shares are entitled, upon giving written notice to us, to inspect (i) our memorandum and articles,\n(ii) the register of members, (iii) the register of directors and (iv) minutes of meetings of members and resolutions of members, and\nto make copies and take extracts from the documents and records. However, our board of directors can refuse access if they are satisfied\nthat to allow such access would be contrary to our interests.\n\n \n\n*Rights\nof non-resident or foreign shareholders*\n\n \n\nThere\nare no limitations imposed by our memorandum and articles on the rights of non-resident or foreign shareholders to hold or exercise voting\nrights on our ordinary shares. In addition, there are no provisions in our memorandum and articles governing the ownership threshold\nabove which shareholder ownership must be disclosed.\n\n \n\n*Issuance\nof additional Ordinary Shares*\n\n* *\n\nOur\nmemorandum and articles authorizes our board of directors to issue additional ordinary shares from authorized but unissued ordinary shares,\nto the extent available, from time to time as our board of directors shall determine.\n\n \n\n**Differences\nin Corporate Law**\n\n** **\n\nThe\nBVI Act and the laws of the BVI affecting BVI companies like us and our shareholders differ from laws applicable to U.S. corporations\nand their shareholders. Set forth below is a summary of the significant differences between the provisions of the laws of the BVI applicable\nto us and, for illustrative purposes only, the Delaware General Corporation Law, which governs companies incorporated in the state of\nDelaware.\n\n* *\n\n*Mergers\nand similar arrangements*\n\n \n\nUnder\nthe BVI Act two or more companies, each a “constituent company”, may merge or consolidate in accordance with Part IX of the\nBVI Act. A merger means the merging of two or more constituent companies into one of the constituent companies and a consolidation means\nthe uniting of two or more constituent companies into a new company. In order to merge or consolidate, the directors of each constituent\ncompany must approve a written plan of merger or consolidation, which must be authorized by a resolution of members. While a director\nmay vote on the plan of merger or consolidation even if he has a financial interest in the plan, the interested director must disclose\nthe interest to all other directors of the company promptly upon becoming aware of the fact that he is interested in a transaction entered\ninto or to be entered into by the company.\n\n \n\nA\ntransaction entered into by our Company in respect of which a director is interested (including a merger or consolidation) is voidable\nby us unless the director’s interest was (a) disclosed to the board prior to the transaction or (b) the transaction or proposed\ntransaction is (i) between the director and the company and (ii) the transaction or proposed transaction is or is to be entered into\nis in the ordinary course of the company’s business and on usual terms and conditions. Notwithstanding the above, a transaction\nentered into by the company is not voidable if (a) the material facts of the interest of the director in the transaction are known to\nthe shareholders entitled to vote at a meeting of members and the transaction is approved or ratified by a resolution of members; or\n(b) the company received fair value for the transaction.\n\n \n\n56\n\n \n\n \n\nShareholders\nnot otherwise entitled to vote on the merger or consolidation may still acquire the right to vote if the plan of merger or consolidation\ncontains any provision that, if proposed as an amendment to the memorandum or articles of association, would entitle them to vote as\na class or series on the proposed amendment. In any event, all shareholders must be given a copy of the plan of merger or consolidation\nirrespective of whether they are entitled to vote at the meeting to approve the plan of merger or consolidation. The shareholders of\nthe constituent companies are not required to receive shares of the surviving or consolidated company but may receive debt obligations\nor other securities of the surviving or consolidated company, other assets, or a combination thereof. Further, some or all of the shares\nof a class or series may be converted into a kind of asset while the other shares of the same class or series may receive a different\nkind of asset. As such, not all the shares of a class or series must receive the same kind of consideration. After the plan of merger\nor consolidation has been approved by the directors and authorized by a resolution of the shareholders, articles of merger or consolidation\nare executed by each company and filed with the Registrar of Corporate Affairs in the BVI. A shareholder may dissent from a mandatory\nredemption of his shares pursuant to an arrangement (if permitted by the court), a merger (unless the shareholder was a shareholder of\nthe surviving company prior to the merger and continues to hold the same or similar shares after the merger) or a consolidation. A shareholder\nproperly exercising his dissent rights is entitled to a cash payment equal to the fair value of his shares.\n\n \n\nA\nshareholder dissenting from a merger or consolidation must object in writing to the merger or consolidation before the vote by the shareholders\non the merger or consolidation, unless notice of the meeting was not given to the shareholder. If the merger or consolidation is approved\nby the shareholders, the company must give notice of this fact to each shareholder who gave written objection within 20 days immediately\nfollowing the date of the shareholders’ approval. These shareholders then have 20 days from the date of such notice to give to\nthe company their written election in the form specified by the BVI Act to dissent from the merger or consolidation, provided that in\nthe case of a merger, the 20 days starts when the plan of merger is delivered to the shareholder. Upon giving notice of his election\nto dissent, a shareholder ceases to have any shareholder rights except the right to be paid the fair value of his shares. As such, the\nmerger or consolidation may proceed in the ordinary course notwithstanding his dissent. Within 7 days of the later of the delivery of\nthe notice of election to dissent and the effective date of the merger or consolidation, the company must make a written offer to each\ndissenting shareholder to purchase his shares at a specified price per share that the company determines to be the fair value of the\nshares. The company and the shareholder then have 30 days to agree upon the price. If the company and a shareholder fail to agree on\nthe price within the 30 days, then the company and the shareholder shall, within 20 days immediately following the expiration of the\n30-day period, each designate an appraiser and these two appraisers shall designate a third appraiser. These three appraisers shall fix\nthe fair value of the shares as of the close of business on the day prior to the shareholders’ approval of the transaction without\ntaking into account any change in value as a result of the transaction.\n\n \n\n*Shareholders’\nSuits*\n\n* *\n\nThere\nare both statutory and common law remedies available to our shareholders as a matter of BVI law. These are summarized below.\n\n \n\n*Prejudiced\nmembers*\n\n \n\nA\nshareholder who considers that the affairs of a company have been, are being, or are likely to be, conducted in a manner that is, or\nany act or acts of the company have been, or are, likely to be oppressive, unfairly discriminatory or unfairly prejudicial to him in\nthat capacity, can apply to the court under Section 184I of the BVI Act, inter alia, for an order that his shares be acquired, that he\nbe provided compensation, that the Court regulate the future conduct of the company, or that any decision of the company which contravenes\nthe BVI Act or our memorandum and articles be set aside. There is no similar provision under Delaware law.\n\n \n\n*Derivative\nactions*\n\n \n\nSection\n184C of the BVI Act provides that a shareholder of a company may, with the leave of the Court, bring an action in the name of the company\nto redress any wrong done to it. We would normally expect BVI courts to follow English case law precedents, which permit a minority shareholder\nto commence a representative action, or derivative action in our name, to challenge (1) an act which is ultra vires or illegal, (2) an\nact which constitutes a fraud against the minority by parties in control of us, (3) the act complained of constitutes an infringement\nof individual rights of shareholders, such as the right to vote and pre-emptive rights and (4) an irregularity in the passing of a resolution\nwhich requires a special or extraordinary majority of the shareholders. Under Delaware law, a stockholder is eligible to bring a derivative\naction if the holder held stock at the time of the challenged wrongdoing and continues from that time to hold stock throughout the course\nof the litigation. This is the “continuous ownership” rule, which is a requirement for a stockholder to bring and maintain\na derivative action. The law also requires the stockholder first to demand the board of directors of the corporation to assert the claims\nor the stockholder must state in the derivative action particular reasons why making such a demand would be futile.\n\n* *\n\n**\n\n57\n\n \n\n* *\n\n*Just\nand equitable winding up*\n\n \n\nIn\naddition to the statutory remedies outlined above, shareholders can also petition for the winding up of a company on the grounds that\nit is just and equitable for the court to so order. Save in exceptional circumstances, this remedy is only available where the company\nhas been operated as a quasi-partnership and trust and confidence between the partners has broken down. Under Delaware law the court\ncan use its equitable power of dissolution and appoint a receiver when fraud and gross mismanagement by corporate officers cause real\nimminent danger of great loss, and cannot be otherwise prevented.\n\n \n\n*Indemnification\nof Directors and Executive Officers and Limitation of Liability*\n\n* *\n\nBVI\nlaw does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers\nand directors, except to the extent any provision providing indemnification may be held by the BVI courts to be contrary to public policy\n(e.g. for purporting to provide indemnification against civil fraud or the consequences of committing a crime). Under our memorandum\nand articles, we may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement\nand reasonably incurred in connection with legal, administrative or investigative proceedings any person who:\n\n \n\n \n●\nis\nor was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal,\nadministrative or investigative, by reason of the fact that the person is or was a director of our company; or\n\n \n●\nis\nor was, at the request of our company, serving as a director of, or in any other capacity is or was acting for, another company or\na partnership, joint venture, trust or other enterprise.\n\n \n\nThese\nindemnities only apply if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal\nproceedings, the person had no reasonable cause to believe that his conduct was unlawful.\n\n \n\nThis\nstandard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.\n\n \n\nInsofar\nas indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling\nus under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy\nas expressed in the Securities Act and is therefore unenforceable.\n\n \n\n*Anti-takeover\nprovisions in our Memorandum and Articles of Association*\n\n* *\n\nSome\nprovisions of our memorandum and articles may discourage, delay or prevent a change in control of our company or management that shareholders\nmay consider favourable, including provisions that authorise the directors of our company to issue authorised but unissued ordinary shares\nwithout further actions of our shareholders. However, under BVI law, our directors may only exercise the rights and powers granted to\nthem under our memorandum and articles, as amended and restated from time to time, as they believe in good faith to be in the best interests\nof our Company.\n\n \n\n*Directors’\nFiduciary Duties*\n\n* *\n\nUnder\nDelaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty\nhas two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care\nthat an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and\ndisclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires\nthat a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate\nposition for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation\nand its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by\nthe shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and\nin the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by\nevidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director\nmust prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation.\n\n \n\nUnder\nBVI law, our directors owe the company certain statutory and fiduciary duties including, among others, a duty to act honestly, in good\nfaith, for a proper purpose and with a view to what the directors believe to be in the best interests of the company. Our directors are\nalso required, when exercising powers or performing duties as a director, to exercise the care, diligence and skill that a reasonable\ndirector would exercise in comparable circumstances, taking into account without limitation, the nature of the company, the nature of\nthe decision and the position of the director and the nature of the responsibilities undertaken. In the exercise of their powers, our\ndirectors must ensure neither they nor the company acts in a manner that contravenes the BVI Act or our memorandum and articles, as amended\nand restated from time to time. A shareholder has the right to seek damages for breaches of duties owed to us by our directors.\n\n \n\n58\n\n \n\n \n\n*Shareholder\nAction by Written Consent*\n\n* *\n\nUnder\nthe Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to\nits certificate of incorporation. BVI law provides that shareholders may approve corporate matters by way of a written resolution without\na meeting signed by or on behalf of shareholders sufficient to constitute the requisite majority of shareholders who would have been\nentitled to vote on such matter at a meeting of members; provided that if the consent is less than unanimous, notice must be given to\nall non-consenting shareholders. Our memorandum and articles do permit shareholders to act by written consent.\n\n \n\n*Shareholder\nProposals*\n\n* *\n\nUnder\nthe Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided\nit complies with the notice provisions in the governing documents. A general meeting may be called by the board of directors or any other\nperson authorized to do so in the governing documents, but shareholders may be precluded from calling general meetings. The BVI law and\nour memorandum and articles allow our shareholders holding not less than 30% of the voting rights in respect of the matter for which\nthe meeting is requested to requisition a meeting of members. We are not obliged by law to call shareholders’ annual general meetings,\nbut our memorandum and articles do permit the directors to call such a meeting. The location of any meeting of members can be determined\nby the board of directors and can be held anywhere in the world\n\n \n\n*Cumulative\nVoting*\n\n \n\nUnder\nthe Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate\nof incorporation specifically provides for it. As a result, our shareholders are not afforded any less protections or rights on this\nissue than shareholders of a Delaware corporation. The BVI law does not expressly permit cumulative voting for directors, our memorandum\nand articles do not provide for cumulative voting either. Cumulative voting potentially facilitates the representation of minority shareholders\non a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single\ndirector, which increases the shareholder’s voting power with respect to electing such director.\n\n \n\n*Removal\nof Directors*\n\n \n\nUnder\nthe Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval\nof a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our memorandum\nand articles, directors may be removed with or without cause, by a resolution of members passed at a meeting of members called for the\npurpose of removing the director or for purposes including the removal of the director or by written resolution passed by at least 75\npercent of the members of our company entitled to vote; or by a resolution of directors.\n\n \n\n*Transactions\nwith Interested Shareholders*\n\n* *\n\nThe\nDelaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the\ncorporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited\nfrom engaging in certain business combinations with an “interested shareholder” for three years following the date that such\nperson becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15% or\nmore of the target’s outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential\nacquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if,\namong other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either\nthe business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential\nacquirer of a Delaware public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.\n\n \n\n59\n\n \n\n \n\nBVI\nlaw has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination\nstatute. However, although BVI law does not regulate transactions between a company and its significant shareholders, it does provide\nthat such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a\nfraud on the minority shareholders.\n\n \n\nDissolution;\nWinding up.\n\n \n\nUnder\nthe Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by\nshareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors\nmay it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to\ninclude in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.\nUnder the BVI Act and our memorandum and articles, we may appoint a voluntary liquidator by a resolution of members or resolution of\ndirectors.\n\n \n\n*Variation\nof Rights of Shares*\n\n \n\nUnder\nthe Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding\nshares of such class, unless the certificate of incorporation provides otherwise. Under BVI law and our memorandum and articles, the\nrights attached to any class of ordinary shares as specified in the memorandum may only, whether or not our company is being wound up,\nbe varied by a resolution of members, provided that only the holders of the relevant class of ordinary shares shall be entitled to vote\nthereon, unless otherwise provided by the terms of issue of such class.\n\n \n\n*Amendment\nof governing documents*\n\n* *\n\nAs\npermitted by BVI law, our memorandum and articles may be amended by a resolution of members and, subject to certain exceptions, by a\nresolution of directors. Any amendment is effective from the date it is registered at the Registry of Corporate Affairs in the BVI. Under\nthe Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the\noutstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.\n\n \n\n**10.C.\nMaterial Contracts**\n\n \n\nFor\nthe two years immediately preceding the date of this report, we have not entered into any material contracts other than in the ordinary\ncourse of business and other than those described below and in Item 6 “Directors, Senior Management and Employees”, Item\n7 “Major Shareholders and Related Party Transactions” or filed (or incorporated by reference) as exhibits to this annual\nreport or otherwise described or referenced in this annual report.\n\n \n\nOn\nJune 30, 2025, the Company and Bright Sunrise Limited (the “Purchaser”), a limited liability company incorporated under the\nlaws of the British Virgin Islands which is wholly-owned by Mr. Hau Hung Vincent Ho, entered into a sale and purchase agreement (the\n“Sale and Purchase Agreement”), pursuant to which the Company has agreed to dispose of and the Purchaser has agreed to acquire\nthe entire issued share capital of Peru Forestry Management Co., Limited, which was then a wholly-owned subsidiary of the Group. Details\nof the disposal was described in the Company’s Current Report on Form 6-K filed with the Securities and Exchange Commission on\nJuly 3, 2025 and a copy of the Sale and Purchase Agreement is filed as an exhibit to this annual report.\n\n \n\n**10.D.\nExchange Controls**\n\n \n\nNo\nforeign exchange controls exist in the BVI. See “Item 4. Information on the Company—B. Business Overview—Regulations”.\n\n \n\n**10.E.\nTaxation**\n\n \n\n**BVI\nTaxation**\n\n \n\nOur\nCompany and all distributions, interest and other amounts paid by our Company to persons who are not resident in the BVI are exempt from\nthe Income Tax Ordinance in the BVI. No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons\nwho are not resident in the BVI with respect to any shares, debt obligation or other securities of our Company. All instruments relating\nto transfers of property to or by our Company and all instruments relating to transactions in respect of the shares, debt obligations\nor other securities of our Company and all instruments relating to other transactions relating to the business of our Company are exempt\nfrom payment of stamp duty in the BVI provided that they do not relate to real estate in the BVI. There are currently no withholding\ntaxes or exchange control regulations in the BVI applicable to our Company or its shareholders.\n\n \n\n60\n\n \n\n \n\n**Taxation\nin Peru**\n\n \n\nThe\nfollowing is a general summary of material Peruvian tax matters under Peruvian law, as in effect on the date of this report. It describes\nthe principal Peruvian tax consequences of the ownership of ADSs issued by The Bank of New York Mellon, as the depositary, representing\nthe Ordinary Shares of the Company, which directly or indirectly holds shares in one or more Peruvian entities (the “**Peruvian\nSubsidiaries**”). The ADSs are held by non-resident individuals or entities (“**Non-Peruvian Holders**”) and trade\non the Nasdaq Stock Market. For purposes of this summary, relevant Peruvian tax consequences may arise not only at the level of the Peruvian\nSubsidiaries — including when the Peruvian Subsidiaries distribute dividends or profits to the Issuer or when shares in the Peruvian\nSubsidiaries are disposed of — but also at the level of the Issuer and the ADS holders in cases where the Peruvian Income Tax Law\ntreats gains derived from the transfer of shares, participations or equivalent equity instruments of a non-domiciled entity as Peruvian-source\nincome under the indirect transfer rules. This summary does not describe the Peruvian tax consequences of a structure in which ADSs are\nissued directly over shares of a Peruvian entity, which would require a separate analysis.\n\n \n\nFor\npurposes of Peruvian taxation:\n\n \n\n \n●\nindividuals\nare residents of Peru, if they are Peruvian nationals who have established their place of residence in Peru or if they are foreign\nnationals with a permanence of one hundred eighty three (183) days in Peru in any twelve (12)-month period (in the latter case, the\ncondition of Peruvian resident can only be acquired as of the 1st of January of the year following the fulfillment of residence conditions);\nand,\n\n \n \n \n\n \n●\nlegal\nentities are residents of Peru if they are established or incorporated in Peru.\n\n \n\n**Cash\nDividends and Other Distributions**\n\n \n\nCash\ndividends and other profit distributions paid by the Peruvian Subsidiaries to the Issuer are subject to Peruvian withholding income tax\nat a rate of five percent (5%) of the gross amount distributed. This withholding is applied at the level of the Peruvian Subsidiaries.\nDistributions subsequently made by the Issuer to Non-Peruvian Holders at the ADS level should not, as a general rule, be independently\nsubject to Peruvian withholding income tax solely because the Issuer received dividends or other profit distributions from the Peruvian\nSubsidiaries, since the Issuer is not a Peruvian-domiciled entity for purposes of the Peruvian Income Tax Law. Notwithstanding the foregoing,\nPeruvian law treats certain dividends and other distributions made by a non-domiciled entity as Peruvian-source income in the specific\ncases described in Article 10(f) of the Peruvian Income Tax Law.\n\n \n\nAs\na general rule, the capitalization of profits, reserves, share premiums, revaluation surplus or any other equity account resulting in\nthe issuance of additional shares, carried out on a pro rata basis among all shareholders, will not be treated as a dividend or other\nprofit distribution for Peruvian income tax purposes.\n\n \n\n**Capital\nGains**\n\n \n\nPursuant\nto Article 6 of the Peruvian Income Tax Law, individuals and entities resident in Peru are subject to Peruvian income tax on their worldwide\nincome while Non-Peruvian Holders are subject to Peruvian income tax only on their Peruvian source income.\n\n \n\nPeruvian\nincome tax law provides that income derived from the disposal of securities issued by Peruvian entities is considered Peruvian source\nincome and is therefore subject to income tax. Peruvian Income Tax Law also provides that the taxable income resulting from the disposal\nof securities is equal to the difference between the sale price of the securities (which may not be less than their fair market value)\nand their tax basis.\n\n \n\n61\n\n \n\n \n\nPeruvian\nincome tax law also sources in Peru the capital gains resulting from certain indirect transfers of ordinary shares issued by Peruvian\nentities. Among the cases where capital gains resulting from the transfer of ordinary shares of foreign entities are considered Peruvian\nsource income are the following:\n\n \n\n \n●\nWhere\na seller, on a standalone basis or with its related parties, transfers, in a twelve (12)-month period, a number of ordinary shares\nof a foreign company representing ten percent (10%) or more of its capital stock, provided that the value of those ordinary shares\nderives, in fifty percent (50%) or more, of the value of ordinary shares of Peruvian companies.\n\n \n \n \n\n \n●\nWhere\nthe value of the shares of Peruvian companies which were indirectly disposed of by a seller on a standalone basis, or together with\nits related parties, exceed, in a twelve (12)-month period, the equivalent of 40,000 tax units (Unidades Impositivas Tributarias\nor “UITs”). The UIT is set annually by the Peruvian government; for fiscal year 2026, the UIT has been established at\nS/ 5,500 pursuant to Supreme Decree No. 301-2025-EF, resulting in a threshold of S/ 220,000,000 for the current year. Prospective\ninvestors should verify the UIT value in effect at the time of any relevant transaction.\n\n \n\nNotwithstanding\nthe foregoing, capital gains resulting from the disposal of ADSs are generally not deemed to be sourced in Peru and, therefore, are generally\nnot subject to Peruvian income tax. The ADSs represent Ordinary Shares of the Issuer — a BVI entity — held by the depositary,\nand do not represent shares issued directly by any Peruvian entity. As such, the transfer of ADSs involves two intermediary layers between\nthe ADS holder and the Peruvian Subsidiaries — the depositary and the Issuer — neither of which is a Peruvian entity. Accordingly,\nthe transfer of ADSs does not, in and of itself, constitute a direct transfer of securities issued by a Peruvian-domiciled entity for\npurposes of the Peruvian Income Tax Law, without prejudice to the possible application of the indirect transfer rules described above.\nIn particular, gains derived from the disposal of ADSs may be treated as Peruvian-source income if the transfer falls within Article\n10(e) of the Peruvian Income Tax Law, including where: (i) in any of the twelve (12) months preceding the transfer, the market value\nof the shares or participations of one or more Peruvian-domiciled entities owned directly or indirectly by the non-domiciled entity whose\nshares, participations or equivalent equity instruments are being transferred equals fifty percent (50%) or more of the market value\nof such non-domiciled entity; and (ii) in any twelve (12)-month period, the transferor and its related parties transfer, in one or more\ntransactions, shares, participations or equivalent equity instruments representing ten percent (10%) or more of the capital of such non-domiciled\nentity. An indirect transfer may also arise if, in any twelve (12)-month period, the total value of the shares or participations of the\nPeruvian-domiciled entities indirectly transferred equals or exceeds 40,000 tax units. In addition, special rules apply where the non-domiciled\nentity whose shares, participations or equivalent equity instruments are transferred is resident in a non-cooperative or low- or no-tax\njurisdiction, including the British Virgin Islands.\n\n \n\nIf\na Non-Peruvian Holder that is a non-domiciled legal entity were to acquire and subsequently dispose of ordinary shares issued by a Peruvian\nSubsidiary, capital gains derived therefrom would generally be subject to Peruvian income tax at a rate of five percent (5%) if the disposal\nis deemed to be carried out within Peru, and at a rate of thirty percent (30%) if the disposal is deemed to be carried out outside Peru.\nFor these purposes, under Article 30-B of the Regulations of the Peruvian Income Tax Law, a disposal of securities is deemed to be carried\nout within Peru when the relevant securities are registered in the Public Registry of the Peruvian Securities Market (Registro Público\ndel Mercado de Valores or the “RPMV”) and are traded through a centralized trading mechanism in Peru, including the Lima\nStock Exchange (Bolsa de Valores de Lima or the “BVL”), as applicable. If those conditions are not met, the disposal is deemed\nto be carried out outside Peru.\n\n \n\nFor\nthe avoidance of doubt, the income tax exemption previously established by Law No. 30341 (as amended) for capital gains derived from\nthe transfer of certain securities — including ordinary shares, ADRs, and GDRs — through the BVL expired on December 31,\n2023 and has not been renewed by the Peruvian Congress. Accordingly, all transfers of ordinary shares of Peruvian entities occurring\non or after January 1, 2024 are subject to income tax at the applicable rates described herein, regardless of whether the securities\nqualify as exchange-listed under the former exemption criteria.\n\n \n\nThe\ntax basis (costo computable) of ordinary shares acquired by a Non-Peruvian Holder shall be determined in accordance with Articles 20\nand 21 of the Peruvian Income Tax Law and Article 11 of its Regulations, which establish specific rules depending on the manner of acquisition.\nIn cases where ordinary shares are transferred outside the BVL, the deductibility of the tax basis is subject to the accreditation and\nwithholding mechanics established under the Peruvian Income Tax Law and its regulations, as applicable to the specific transaction structure.\nWhere the purchaser is a Peruvian-domiciled entity, such purchaser will act as withholding agent and the tax basis must be duly evidenced\nin accordance with applicable SUNAT procedures prior to payment. Failure to properly support the tax basis may result in the thirty percent\n(30%) income tax applying to the gross sale price rather than the net capital gain. Non-Peruvian Holders should consult their Peruvian\ntax advisors regarding the specific procedures applicable to their transaction.\n\n \n\n62\n\n \n\n \n\nIn\nany transaction relating to Peruvian securities through the BVL, CAVALI (the Peruvian clearing house) will act as withholding agent of\nthe Peruvian income tax. If the purchaser is domiciled in Peru and the sale is not performed through the BVL, the purchaser will act\nas withholding agent. In other cases, the transferor shall be obliged to self-assess the tax and pay it to the Peruvian tax authorities\nwithin the first twelve (12) business days of the month following the transfer.\n\n \n\nFor\nthe avoidance of doubt, the issuance of ADSs by the depositary in connection with any public offering — including any follow-on\noffering — does not constitute a disposal of Peruvian securities or a distribution of profits by a Peruvian entity, and therefore\ndoes not give rise to any Peruvian income tax obligation at the time of such issuance.\n\n \n\n**Taxation\nin France**\n\n \n\nThe\nfollowing brief description of French corporate income taxation is designed to highlight the corporate-level taxation on our earnings,\nwhich will affect the amounts of dividends, if any, we are ultimately able to pay to our shareholders.\n\n \n\n \nØ\n**Corporate\nincome Tax in France (“CIT”)**\n\n \n\nThe\nmain legislation that governs the corporate income tax in France is the “Code Général des Impôts” (French\ntax code, hereafter “FTC”). The regulatory body implementing and enforcing the FTC is the “Direction Générale\ndes Finances Publiques”.\n\n \n\nThe\ntax year is generally the calendar year, although a company may choose a different tax year-end date. The tax year is 12 months but can\nbe shorter or longer in certain cases.\n\n \n\nCIT\nbase is territorial, which means that a French resident company is subject to CIT on its French-source income (i.e., deriving from business\ncarried on in France, real estate located in France, capital gains, dividends or interests).\n\n \n\nA\ncompany is French tax resident if its registered office or place of effective management is in France (generally defined as the place\nwhere the directors’ meetings concerning management and control of the company are held). A company incorporated under French commercial\nlaw is deemed to be tax resident.\n\n \n\nTaxable\nincome corresponds to the business net profit (i.e., on the corporate’s income less its deductible expenses).\n\n \n\nThe\nstandard CIT rate is 25%. A reduced rate of 15% applies to small and medium corporations for their net taxable profits below €38,120.\nIn addition to corporation tax, a social surtax of 3.3% applies to taxpayers, where their corporate tax liability of the relevant fiscal\nyear exceeds €763,000. The surtax is assessed on the amount of the corporation tax due.\n\n \n\nDividends\nand capital gains are generally considered as ordinary income and are subject to CIT at the standard rate. However, dividends paid by\nqualifying subsidiaries and capital gains derived from the sale of qualifying shareholdings may benefit from an exemption regime.\n\n \n\n \nØ\n**Foreign-Sourced\nIncome**\n\n \n\nAs\nindicated above, CIT base is territorial. Foreign-source income is generally not subject to CIT, except in case of application of anti-avoidance\nrules apply, which concerns (notably):\n\n \n\n \n-\nThe\ntransfer pricing, under which French entities that are controlled by entities established outside France (or that control such entities\n– NA in the present case) are subject to CIT on profits transferred, directly or indirectly, to an entity located abroad through\nan increase or decrease in purchase or sales prices, or by any other means).\n\n \n-\nThe\nprofits made by subsidiaries or establishments located in a NCST (NA in the present case),\n\n \n-\nThe\npayments made from France in a Non-Cooperative States or Territories (NCST) (see our developments below on that point).\n\n \n\n \nØ\n**Profit\nDistribution and Withholding Tax**\n\n \n\nPursuant\nto Article 119 bis 2 of the FTC, dividends distributed by corporations which have their registered office in France to non-French tax\nresidents (individuals or legal entities), are subject to withholding tax in France (being specified that this French domestic law provision\napplies unless provided otherwise by a tax treaty provision, which may reduce the withholding tax rate, or even abolish it altogether.\nHowever, there is no double taxation agreement signed between France and BVI).\n\n \n\n63\n\n \n\n \n\nAccording\nto paragraph 1 of Article 187 of the FTC, the tax rate applicable depends on the beneficiary status and his place of location. When the\nbeneficial owner is a corporation, the applicable withholding tax rate correspond to the standard corporate tax rate (i.e., 25%). A tax\nexemption regime may apply for distributions made to entities established in a Member State of the European Union.\n\n \n\nHowever,\nparagraph 2 of the Article 187 of the FTC provides that the withholding tax rate is increased to 75%, when the distributed income is\npaid in an NCST, regardless of the tax domicile or place of location of the beneficiary. Thus, this increased tax rate does not apply\nwhen the payment is made in an account opened with a bank located in a cooperative State, even though the beneficial owner is himself\nestablished in an NCST. Moreover, pursuant to the safeguard clause provided by paragraph 2 of Article 187 of the FTC, even in case of\npayment in a NCST to a beneficiary established in a NCST, the 75% tax rate does not apply if the debtor manages to prove that the distributions\nhave neither the purpose nor the effect of allowing their location in an NCST for tax evasion purposes.\n\n** **\n\n**Taxation\nin the PRC**\n\n \n\nUnder\nthe PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with a “de facto management\nbody” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on\nits global income. The implementation rules define the term “de facto management body” as the body that exercises full and\nsubstantial control over and overall management of the business, production, personnel, accounts and properties of an enterprise. In\nApril 2009, the State Administration of Taxation issued the Circular Regarding the Determination of Chinese-Controlled Offshore Incorporated\nEnterprises as PRC Tax Resident Enterprise on the Basis of De Facto Management Bodies, known as Circular 82, which was last amended on\nDecember 29, 2017 and provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled\nenterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled\nby PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular\nmay reflect the State Administration of Taxation’s general position on how the “de facto management body” test should\nbe applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise\ncontrolled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto\nmanagement body” in China only if all of the following conditions are met: (i) the primary location of the day-to-day operational\nmanagement is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject\nto approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company\nseals, and board and shareholder resolutions are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior\nexecutives habitually reside in the PRC.\n\n \n\nWe\nbelieve that we do not meet some of the conditions outlined in the immediately preceding paragraph. For example, as a holding company,\nthe key assets and records of the Company, including the resolutions and meeting minutes of our board of directors and the resolutions\nand meeting minutes of our shareholders, are located and maintained outside the PRC; decisions relating to the offshore subsidiaries’\nhuman resource matters are made mainly by themselves at their own discretion, without review or approval by organizations or personnel\nin the PRC. In addition, we are not aware of any offshore holding companies with a corporate structure similar to ours that has been\ndeemed a PRC “resident enterprise” by the PRC tax authorities. Accordingly, we believe that the Company and its offshore\nsubsidiaries should not be treated as a “resident enterprise” for PRC tax purposes if the criteria for “de facto management\nbody” as set forth in Circular 82 were deemed applicable to us. However, as the tax residency status of an enterprise is subject\nto determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management\nbody” as applicable to our offshore entities, we will continue to monitor our tax status.\n\n \n\n**U.S.\nFederal Income Taxation**\n\n \n\n**General**\n\n \n\nThe\nfollowing is a summary of the material U.S. federal income tax consequences of owning and disposing of our ordinary shares. The discussion\nbelow of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of our shares that is\nfor U.S. federal income tax purposes:\n\n \n\n \n1.\nan\nindividual citizen or resident of the U.S.;\n\n \n2.\na\ncorporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under\nthe laws of the U.S., any state thereof or the District of Columbia;\n\n \n3.\nan\nestate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or\n\n \n4.\na\ntrust if:\n\n \na)\na\nU.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to\ncontrol all substantial decisions of the trust; or\n\n \nb)\nit\nhas a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.\n\n \n\n64\n\n \n\n \n\nIf\na beneficial owner of our shares is not described as a U.S. Holder and is not an entity treated as a partnership or other pass-through\nentity for U.S. federal income tax purposes, such owner will be considered a “Non-U.S. Holder.” The U.S. federal income tax\nconsequences applicable specifically to non-U.S. Holders is described below under the heading “Tax Consequences to Non-U.S. Holders\nof Ordinary Shares.”\n\n \n\nThis\nsummary is based on the Internal Revenue Code of 1986, as amended, or the Code, its legislative history, existing and proposed Treasury\nregulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject\nto change or different interpretations, possibly on a retroactive basis.\n\n \n\nThis\ndiscussion does not address all aspects of U.S. federal income taxation that may be relevant to us or to any particular Holder of our\nshares based on such Holder’s individual circumstances. In particular, this discussion considers only Holders that own our shares\nas capital assets within the meaning of Section 1221 of the Code. This discussion also does not address the potential application of\nthe alternative minimum tax or the U.S. federal income tax consequences to Holders that are subject to special rules, including:\n\n \n\n \n1.\nfinancial\ninstitutions or financial services entities;\n\n \n \n \n\n \n2.\nbroker-dealers;\n\n \n \n \n\n \n3.\ntaxpayers\nwho have elected mark-to-market accounting;\n\n \n \n \n\n \n4.\ntax-exempt\nentities;\n\n \n \n \n\n \n5.\ngovernments\nor agencies or instrumentalities thereof;\n\n \n \n \n\n \n6.\ninsurance\ncompanies;\n\n \n \n \n\n \n7.\nregulated\ninvestment companies;\n\n \n \n \n\n \n8.\nreal\nestate investment trusts;\n\n \n \n \n\n \n9.\ncertain\nexpatriates or former long-term residents of the U.S.;\n\n \n \n \n\n \n10.\npersons\nthat actually or constructively own 5% or more of our voting shares;\n\n \n \n \n\n \n11.\npersons\nthat acquired our shares pursuant to the exercise of employee stock options, in connection with employee stock incentive plans or\notherwise as compensation;\n\n \n \n \n\n \n12.\npersons\nthat hold our shares as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or\n\n \n \n \n\n \n13.\npersons\nwhose functional currency is not the U.S. Dollars.\n\n \n\nThis\ndiscussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, or state, local or non-U.S.\ntax laws. Additionally, this discussion does not consider the tax treatment of partnerships or other pass-through entities or persons\nwho hold our securities through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income\ntax purposes) is the beneficial owner of our shares, the U.S. federal income tax treatment of a partner in the partnership will generally\ndepend on the status of the partner and the activities of the partnership. This discussion also assumes that any distribution made (or\ndeemed made) regarding our shares and any consideration received (or deemed received) by a Holder connected with selling or other disposition\nof such shares will be in U.S. Dollars.\n\n \n\n65\n\n \n\n \n\nWe\nhave not sought, and will not seek, a ruling from the Internal Revenue Service (the “**IRS**”), or an opinion of counsel\nas to any U.S. federal income tax consequence described herein. The IRS may disagree with one or more aspects of the discussion herein,\nand its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative\nrulings or court decisions will not adversely affect the accuracy of the statements in this discussion.\n\n \n\nBECAUSE\nOF THE COMPLEXITY OF THE TAX LAWS AND BECAUSE THE TAX CONSEQUENCES TO THE COMPANY OR TO ANY PARTICULAR HOLDER OF OUR SECURITIES MAY BE\nAFFECTED BY MATTERS NOT DISCUSSED HEREIN, EACH HOLDER OF OUR SECURITIES IS URGED TO CONSULT WITH ITS TAX ADVISOR REGARDING THE SPECIFIC\nTAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND NON-U.S.\nTAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND APPLICABLE TAX TREATIES.\n\n** **\n\n**Tax\nConsequences to U.S. Holders of Ordinary Shares**\n\n \n\n**Taxation\nof Distributions Paid on Ordinary Shares**\n\n \n\nSubject\nto the passive foreign investment company, or PFIC, rules discussed below, a U.S. Holder generally will be required to include in gross\nincome as ordinary income the amount of any cash dividend paid on our ordinary shares. A cash distribution on such shares will be treated\nas a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of our current or accumulated earnings\nand profits (as determined for U.S. federal income tax purposes). Such dividend will not be eligible for the dividends-received deduction\ngenerally allowed to domestic corporations regarding dividends received from other domestic corporations. Any distributions in excess\nof such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its ordinary shares and, to\nthe extent in excess of such basis, will be treated as gain from the sale or exchange of such ordinary shares.\n\n \n\nRegarding\nnon-corporate U.S. Holders for taxable years beginning before January 1, 2013, dividends may be taxed at the lower applicable long-term\ncapital gains rate (see “Item 10.E. — Additional Information — Taxation — Dividends on ADSs or Common Shares”\nbelow) provided that:\n\n \n\n \n1.\nour\nordinary shares are readily tradable on an established securities market in the U.S. or, in the event we are deemed to be a Chinese\n“resident enterprise” under the EIT Law, we are eligible for the benefits of the Agreement between the Government of\nthe United States of America and the Government of the People’s Republic of China for the Avoidance of Double Taxation and\nthe Prevention of Tax Evasion regarding Taxes on Income, or the “U.S.-PRC Tax Treaty;”\n\n \n \n \n\n \n2.\nwe\nare not a PFIC, as discussed below, for either the taxable year in which the dividend was paid or the preceding taxable year; and\n\n \n \n \n\n \n3.\ncertain\nholding period requirements are met. Under published IRS authority, shares are considered for purposes of clause (1) above to be\nreadily tradable on an established securities market in the U.S. only if they are listed on certain exchanges, which presently include\nthe NASDAQ Stock Market but do not include the OTC Bulletin Board.\n\n \n\nIf\nwe are not able to maintain listing on Nasdaq, it is anticipated that our ordinary shares will be quoted and traded only on the OTC Bulletin\nBoard. In that case, any dividends paid on our ordinary shares would not qualify for the lower rate unless we are deemed to be a Chinese\n“resident enterprise” under the EIT Law and are eligible for the benefits of the U.S.-PRC Tax Treaty.\n\n \n\nUnless\nthe special provisions described above, dealing with the taxation of qualified dividend income at the lower long-term capital gains rate,\nare extended, this favorable treatment will not apply to dividends in taxable years beginning on or after January 1, 2013. U.S. Holders\nshould consult their own tax advisors regarding the availability of the lower rate for any dividends paid regarding our ordinary shares.\n\n \n\nIf\nPRC taxes apply to dividends paid to a U.S. Holder on our ordinary shares, such U.S. Holder may be entitled to a reduced rate of PRC\ntax under the U.S-PRC Tax Treaty. In addition, such PRC taxes may be treated as foreign taxes eligible for credit against such Holder’s\nU.S. federal income tax liability (subject to certain limitations). U.S. Holders should consult their own tax advisors regarding the\ncreditability of any such PRC tax and their eligibility for the benefits of the U.S.-PRC Tax Treaty.\n\n \n\n66\n\n \n\n \n\n**Dividends\non ADSs or Common Shares**\n\n \n\nSubject\nto the “Passive Foreign Investment Company” discussion below, if we make distributions and you are a U.S. Holder, the gross\namount of any distributions with respect to your ADSs or common shares (including the amount of any taxes withheld therefrom) will be\nincludible in your gross income on the day you actually or constructively receive such income as dividend income if the distributions\nare made from our current or accumulated earnings and profits, calculated according to U.S. federal income tax principles. With respect\nto non-corporate U.S. holders, certain dividends received from a qualified foreign corporation may be subject to a reduced capital gains\nrate of taxation. A non-U.S. corporation (other than passive foreign investment corporation) is treated as a qualified foreign corporation\nwith respect to dividends from that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established\nsecurities market in the United States. U.S. Treasury Department guidance indicates that our ADSs, which are listed on Nasdaq, but not\nour common shares, will be readily tradable on an established securities market in the United States. You should consult your own tax\nadvisor as to the rate of tax that will apply to you with respect to dividend distributions, if any, that you receive from us.\n\n \n\nSubject\nto the “Passive Foreign Investment Company” discussion below, to the extent, if any, that the amount of any distribution\nby us on ADSs or common shares exceeds our current and accumulated earnings and profits as determined under U.S. federal income tax principles,\nit will be treated first as a tax-free return of the U.S. Holder’s adjusted tax basis in the ADSs or common shares and thereafter\nas capital gain. However, we do not intend to calculate our earnings and profits according to U.S. federal income tax principles. Accordingly,\ndistributions on our ADSs or common shares, if any, will generally be reported to you as dividend distributions for U.S. tax purposes.\nCorporations will not be entitled to claim a dividends-received deduction with respect to distributions made by us. Dividends may constitute\nforeign source passive income for purposes of the U.S. foreign tax credit rules. You should consult your own tax advisors as to your\nability, and the various limitations on your ability, to claim foreign tax credits in connection with the receipt of dividends.\n\n \n\n**Sales\nand Other Dispositions of ADSs or Common Shares**\n\n \n\nSubject\nto the “Passive Foreign Investment Company” discussion below, when you sell or otherwise dispose of ADSs or common shares,\nyou will recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other disposition\nand your adjusted tax basis in the ADSs or common shares. Any such gains or losses that you recognize will be treated as U.S. source\nincome for foreign tax credit purposes. Your adjusted tax basis will equal to the amount you paid for the ADSs or common shares. Any\ngain or loss you recognize will be long-term capital gain or loss if your holding period in our ADSs or common shares is more than one\nyear at the time of disposition. If you are a non-corporate U.S. Holder, including an individual, any such long-term capital gain will\nbe taxed at preferential rates. Your ability to deduct capital losses will be subject to various limitations.\n\n \n\n**Passive\nForeign Investment Company**\n\n \n\nWe\nbelieve that we were not a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for our taxable year ended\nDecember 31, 2025. However, PFIC status is tested each year and depends on the composition of our assets and income and the value of\nour assets from time to time. Since we currently hold, and expect to continue to hold, a substantial amount of cash and other passive\nassets and, since the value of our assets is to be determined in large part by reference to the market prices of our ADSs and common\nshares, which is likely to fluctuate over time, there can be no assurance that we will not be a PFIC for any taxable year.\n\n \n\nWe\nnote that the portion of our assets that consisted of cash and other passive assets was more significant during the period between our\nsale of ATA Online Business in 2018, and our acquisition of the 100% equity interest in Huanqiuyimeng in 2019, than before or after this\nperiod, although we believe this did not result in our becoming a PFIC for either the taxable year ended December 31, 2018 or the taxable\nyear ended December 31, 2019. There is a change of business exception to PFIC status that, in general terms, applies if a foreign corporation\notherwise would be a PFIC for a year because it has disposed of one or more active businesses, so long as the foreign corporation is\nnot a PFIC during the two succeeding years, and that might apply to us if we were found to have been a PFIC for either (but not both)\nof the taxable years ended December 31, 2018 and December 31, 2019. There is limited guidance as to the application of this exception,\nincluding regulations that were promulgated in July 2019 and were finalized in January 2021, and it is unclear whether this exception\nwould apply to us, if it were determined, absent this exception, that we were a PFIC for either the taxable year ended December 31, 2018\nor the taxable year ended December 31, 2019.\n\n \n\nWe\nwill be classified as a PFIC in any taxable year, in general, if either: (a) the average quarterly value of our gross assets that produce\npassive income or are held for the production of passive income is at least 50% of the average quarterly value of our total gross assets\nor (b) 75% or more of our gross income for the taxable year is passive income (such as certain dividends, interest or royalties). For\npurposes of the first test: (a) any cash and cash invested in short-term, interest bearing, debt instruments, or bank deposits that are\nreadily convertible into cash will count as producing passive income or held for the production of passive income, and (b) the total\nvalue of our assets is calculated based on our market capitalization. However, various exceptions can apply.\n\n \n\n67\n\n \n\n \n\nWe\nwill be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation\nin which we own, directly or indirectly, at least 25% (by value) of the stock.\n\n \n\nIf\nwe were a PFIC for any taxable year during which you held ADSs or common shares, certain adverse U.S. federal income tax rules would\napply. You would be subject to additional taxes and interest charges on certain “excess distributions” we make and on any\ngain realized on the disposition or deemed disposition of your ADSs or common shares, regardless of whether we continue to be a PFIC\nin the year in which you receive an “excess distribution” or dispose of or are deemed to dispose of your ADSs or common shares.\nDistributions in respect of your ADSs or common shares during a taxable year would constitute “excess distributions” if,\nin the aggregate, they exceed 125% of the average amount of distributions with respect to your ADSs or common shares over the three preceding\ntaxable years or, if shorter, the portion of your holding period before such taxable year.\n\n \n\nTo\ncompute the tax on “excess distributions” or any gain, (a) the “excess distribution” or the gain would be allocated\nratably to each day in your holding period, (b) the amount allocated to the current year and any tax year prior to the first taxable\nyear in which we were a PFIC would be taxed as ordinary income in the current year, (c) the amount allocated to other taxable years would\nbe taxable at the highest applicable marginal rate in effect for that year, and the interest charge generally applicable to underpayments\nof tax will be imposed on the resulting tax attributable to each such year. In addition, if we were a PFIC, no distribution that you\nmight receive from us would qualify for taxation at the preferential rate discussed in the Item 10.E. “Additional Information —\nTaxation — Dividends on ADSs or Common Shares” section above.\n\n \n\nUnder\ncertain attribution rules, if we are a PFIC, you will be deemed to own your proportionate share of lower-tier PFICs, and will be subject\nto U.S. federal income tax on (a) a distribution on the shares of a lower-tier PFIC and (b) a disposition of shares of a lower-tier PFIC,\nboth as if you directly held the shares of such lower-tier PFIC.\n\n \n\nEach\nU.S. Holder of a PFIC is required to file an annual report containing such information as the U.S. Treasury may require and may be required\nto file Internal Revenue Service Form 8621 regarding distributions received on the ADSs or common shares and any gain realized on the\ndisposition of the ADSs or common shares. You should consult with your own tax advisor regarding reporting requirements with regard to\nyour ADSs and common shares.\n\n \n\nIf\nwe were a PFIC in any year, you would generally be able to avoid the “excess distribution” rules described above by making\na timely so-called “mark-to-market” election with respect to your ADSs provided our ADSs are “marketable.” Our\nADSs will be “marketable” as long as they remain regularly traded on a national securities exchange, such as Nasdaq. If you\nmade this election in a timely fashion, you would recognize as ordinary income or ordinary loss the difference between the fair market\nvalue of the ADSs as of the close of your taxable year over your adjusted basis in such ADSs. Any ordinary income resulting from this\nelection would be taxed as ordinary income rates and would not be eligible for the reduced rate of tax applicable to qualified dividend\nincome. Any ordinary losses would be limited to the extent of the net amount of previously included income as a result of the mark-to-market\nelection, if any. Your basis in the ADSs would be adjusted to reflect any such income or loss. You should consult your own tax advisor\nregarding potential advantages and disadvantages to you of making a “mark-to-market” election with respect to your ADSs.\nThe mark-to-market election will not be available for any lower tier PFIC that is deemed owned pursuant to the attribution rules discussed\nabove. We do not intend to provide you with the information you would need to make or maintain a “Qualified Electing Fund”\nelection and therefore, you will not be able to make or maintain such an election with respect to your ADSs or common shares.\n\n \n\n**U.S.\nInformation Reporting and Backup Withholding Rules**\n\n \n\nDividend\npayments with respect to the ADSs or common shares and the proceeds received on the sale or other disposition of ADSs or common shares\nmay be subject to information reporting to the IRS and to backup. Backup withholding will not apply, however, if you (a) are a corporation\nor come within certain other exempt categories and, when required, can demonstrate that fact or (b) provide a taxpayer identification\nnumber, certify as to no loss of exemption from backup withholding and otherwise comply with the applicable backup withholding rules.\nTo establish your status as an exempt person, you will be required to provide certification on IRS Form W-9. Backup withholding is not\nan additional tax. The amount of any backup withholding will generally be allowed as a refund or a credit against your U.S. federal income\ntax liability, provided that you furnish the required information to the IRS. Certain individuals holding the ADSs or common shares other\nthan in an account at a U.S. financial institution may be subject to additional information reporting requirements.\n\n \n\nPROSPECTIVE PURCHASERS\nOF OUR ADSS AND COMMON SHARES SHOULD CONSULT THEIR OWN TAX ADVISOR REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR\nPARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES RESULTING FROM PURCHASING, HOLDING OR DISPOSING OF OUR ADSS AND COMMON SHARES,\nINCLUDING THE APPLICABILITY AND EFFECT OF THE TAX LAWS OF ANY STATE, LOCAL OR NON-US JURISDICTION AND INCLUDING ESTATE, GIFT AND INHERITANCE\nLAWS.\n\n \n\n68\n\n \n\n \n\n**10.F.\nDividends and Paying Agents**\n\n \n\nNot\napplicable.\n\n \n\n**10.G.\nStatement by Experts**\n\n \n\nNot\napplicable.\n\n \n\n**10.H.\nDocuments on Display**\n\n \n\nWe\nhave filed this annual report on Form 20-F with the SEC under the Exchange Act. Statements made in this report as to the contents of\nany document referred to are not necessarily complete. With respect to each such document filed as an exhibit to this report, reference\nis made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its\nentirety by such reference.\n\n \n\nWe\nare subject to the informational requirements of the Exchange Act as a foreign private issuer and file reports and other information\nwith the SEC. Reports and other information filed by us with the SEC including this report, may be inspected and copied at the public\nreference room of the SEC at 100 F Street, N.E., Washington D.C. 20549. You can also obtain copies of this report by mail from the Public\nReference Section of the SEC, 100 F. Street, N.E., Washington D.C. 20549, at prescribed rates. Additionally, copies of this material\nmay be obtained from the SEC’s Internet site at www.sec.gov. The SEC’s telephone number is 1-800-SEC-0330. In accordance\nwith NASDAQ Stock Market Rule 5250(d), we will also post this annual report on Form 20-F on our website at www.nature-wood.com.\n\n \n\nAs\na foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports\nand proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery\nprovisions contained in Section 16 of the Exchange Act.\n\n \n\n**10.I.\nSubsidiary Information**\n\n \n\nPlease\nsee Item 4.A “Information on the Company – History and Development of the Company – Our Subsidiaries” above.\n\n \n\n**10.J.\nAnnual Report to Security Holders**\n\n \n\nNot\napplicable."}