{"url_path":"/sec/pom/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1877971/0001213900-26-056576-index.html","accession_number":"0001213900-26-056576","cik":"0001877971","ticker":"POM","issuer_name":"POMDOCTOR Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1877971/0001213900-26-056576-index.html","primary_entity_key":"0001877971","primary_entity_name":"POMDOCTOR Ltd"},"word_count":12334,"has_tables":true,"body_markdown":"ITEM 10.ADDITIONAL INFORMATION\n\n \n\n10.A. Share Capital\n\n \n\nNot applicable.\n\n \n\n117\n\n \n\n \n\n10.B. Memorandum and Articles of Association\n\n \n\nWe are a Cayman Islands exempted\ncompany and our affairs are governed by our fourth amended and restated memorandum and articles of association, as amended from time to\ntime, the Companies Act (As Revised) of the Cayman Islands, which we refer to as the Companies Act below, and the common law of the Cayman\nIslands.\n\n \n\nWe incorporate by reference\ninto this annual report our fourth amended and restated memorandum and articles of association, the form of which was initially filed\nas Exhibit 3.2 to our registration statement on Form F-1 (File Number 333-285771) filed with the Securities and Exchange Commission on\nMarch 13, 2025. Our shareholders adopted our fourth amended and restated memorandum and articles of association by a special resolution\non February 18, 2025, which became effective immediately prior to completion of our initial public offering of ADSs representing our Class\nA ordinary shares.\n\n \n\nThe following are summaries\nof material provisions of our fourth amended and restated memorandum and articles of association and the Companies Act as they relate\nto the material terms of our ordinary shares.\n\n \n\n*Objects of Our\nCompany.*Under our fourth amended and restated memorandum and articles of association, the objects of our company are\nunrestricted and we have the full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.\n\n \n\n*Ordinary Shares.*Our\nordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of our Class A ordinary\nshares and Class B ordinary shares will have the same rights except for voting and conversion rights. Our Class B ordinary\nshares could only be held by Mr. Zhenyang Shi and Ms. Li Xu and their trust or any other entity established for bona fide\nestate planning purposes for the benefits of or on behalf of each immediate family member of Mr. Zhenyang Shi and Ms. Li Xu.\nOur ordinary shares are issued in registered form and are issued when registered in our register of members. We may not issue shares\nto bearer. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares. Under our fourth\namended and restated memorandum and articles of association, our directors may issue fractions of a share and, if so issued, a\nfraction of a share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par\nvalue, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights\n(including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole\nshare. If more than one fraction of a Class A ordinary share is issued to or acquired by the same shareholder, such fractions shall\nbe accumulated.\n\n \n\n*Conversion.*Each\nClass B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary\nshares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition\nof Class B ordinary shares by a holder thereof to any person other than holders of Class B ordinary shares or their affiliates,\nsuch Class B ordinary shares shall be automatically and immediately converted into the same number of Class A ordinary shares.\n\n \n\n*Dividends.*Our\ndirectors may from time to time declare dividends (including interim dividends) and other distributions on our shares in issue and authorize\npayment of the same out of the funds of our company lawfully available therefor. In addition, our shareholders may declare dividends by\nordinary resolution, but no dividend may exceed the amount recommended by our directors. Our fourth amended and restated memorandum and\narticles of association provide that dividends may be declared and paid out of the funds of our company lawfully available therefor. Under\nthe laws of the Cayman Islands, our company may pay a dividend out of either profit or share premium account or distributable capital\nreserve resulting from contributed surplus; provided that in no circumstances may a dividend be paid if this would result in our company\nbeing unable to pay its debts as they fall due in the ordinary course of business.\n\n \n\n*Voting Rights.*In\nrespect of all matters subject to a shareholders’ vote, on a vote done by show of hands, each shareholder is entitled to one\nvote and, on a vote done by poll, each holder of Class A ordinary shares is entitled to one vote per share and each holder of\nClass B ordinary shares is entitled to twenty votes per share on all matters subject to vote at our general meetings. Our\nClass A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of\nour shareholders, except as may otherwise be required by law. Voting at any meeting of shareholders is by show of hands unless a\npoll is demanded. A poll may be demanded by the chairman of such meeting or any one shareholder holding not less than 10% of the\nvotes attaching to the shares present in person or by proxy.\n\n \n\n118\n\n \n\n \n\nAn ordinary resolution to be\npassed at a meeting by the shareholders requires the affirmative vote of shareholders holding a simple majority of the votes which are\ncast thereon in person or by proxy at a quorate general meeting of the company. A special resolution requires the affirmative vote of\nshareholders holding no less than two-thirds of the votes which are cast thereon in person or by proxy at a quorate general meeting of\nthe company. Both an ordinary resolution and a special resolution can also be passed by way of unanimous written resolution of all shareholders\nentitled to vote on the subject matter at a meeting of the company. A special resolution will be required for important matters such as\na change of name or making changes to our fourth amended and restated memorandum and articles of association. Our shareholders may, among\nother things, divide or combine their shares by ordinary resolution.\n\n \n\n*General Meetings of\nShareholders.*As a Cayman Islands exempted company, we are not obliged by the Companies Act to hold an annual general meeting.\nOur fourth amended and restated memorandum and articles of association provide that we may (but are not obliged to) in each year\nhold a general meeting as our annual general meeting in which case we will specify the meeting as such in the notices calling it,\nand the annual general meeting will be held at such time and place as may be determined by our directors.\n\n \n\nShareholders’ general\nmeetings may be convened by the chairman of our board of directors or by our directors (acting by a resolution of our board). Advance\nnotice of at least seven days is required for the convening of our annual general shareholders’ meeting (if any) and any other\ngeneral meeting of our shareholders. A quorum required for any general meeting of shareholders consists of one or more of our shareholders\nholding shares which carry in aggregate (or representing by proxy) not less than one-third of all votes attaching to the issued and outstanding\nshares in our company entitled to vote at such general meeting.\n\n \n\nThe Companies Act provides\nshareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal\nbefore a general meeting. However, these rights may be provided in a company’s articles of association. Our fourth amended and restated\nmemorandum and articles of association provide that upon the requisition of any one or more of our shareholders holding shares which carry\nin aggregate not less than one-third of all votes attaching to all issued and outstanding shares of our company entitled to vote at general\nmeetings, our board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting.\nHowever, our fourth amended and restated memorandum and articles of association do not provide our shareholders with any right to put\nany proposals before annual general meetings or extraordinary general meetings not called by such shareholders.\n\n \n\n*Transfer of Ordinary\nShares.*Subject to the restrictions set out below, any of our shareholders may transfer all or any of his or her ordinary shares\nby an instrument of transfer in the usual or common form or any other form approved by our board of directors.\n\n \n\nOur board of directors may,\nin its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien.\nOur board of directors may also decline to register any transfer of any ordinary share unless:\n\n \n\n●the instrument of transfer is lodged with us, accompanied by\nthe certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require\nto show the right of the transferor to make the transfer;\n\n \n\n●the instrument of transfer is in respect of only one class of\nordinary shares;\n\n \n\n●the instrument of transfer is properly stamped, if required;\n\n \n\n●in the case of a transfer to joint holders, the number of joint\nholders to whom the ordinary share is to be transferred does not exceed four; and\n\n \n\n●a fee of such maximum sum as the Nasdaq Stock Market may determine\nto be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof.\n\n \n\nIf our directors refuse to\nregister a transfer they must, within three months after the date on which the instrument of transfer was lodged, send to each of\nthe transferor and the transferee notice of such refusal.\n\n \n\n119\n\n \n\n \n\nThe registration of transfers\nmay, on ten calendar days’ notice being given by advertisement in such one or more newspapers, by electronic means or by any\nother means in accordance with the rules of the Nasdaq Stock Market be suspended and the register closed at such times and for such periods\nas our board of directors may from time to time determine; provided, however, that the registration of transfers may not be suspended\nnor the register closed for more than 30 days in any year as our board may determine.\n\n \n\n*Liquidation. *On\nthe winding up of our company, if the assets available for distribution amongst our shareholders will be more than sufficient to repay\nthe whole of the share capital at the commencement of the winding up, the surplus will be distributed amongst our shareholders in proportion\nto the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect\nof which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution\nare insufficient to repay all of the paid-up capital, such assets will be distributed so that, as nearly as may be, the losses are borne\nby our shareholders in proportion to the par value of the shares held by them.\n\n \n\n*Calls on Shares and Forfeiture\nof Shares.*Our board of directors may from time to time make calls upon shareholders for any amounts unpaid\non their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares\nthat have been called upon and remain unpaid are subject to forfeiture.\n\n \n\n*Redemption, Repurchase and\nSurrender of Shares.*Subject to the provisions of the Companies Act and other applicable law, we may issue\nshares on terms that such shares are subject to redemption, at our option or at the option of the holders of these shares, on such terms\nand in such manner as may be determined, before the issue of such shares, by our board of directors or by our shareholders by special\nresolution. Our company may also repurchase any of our shares on such terms and in such manner as have been approved by our board of directors\nor by an ordinary resolution of our shareholders. Under the Companies Act, the redemption or repurchase of any share may be paid out of\nour company’s profits or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or\nout of capital (including share premium account and capital redemption reserve) if our company can, immediately following such payment,\npay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may be redeemed\nor repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding\nor (c) if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no\nconsideration.\n\n \n\n*Variation of Rights\nof Shares.*Whenever the capital of our company is divided into different classes, the rights attached to any such class may,\nsubject to any rights or restrictions for the time being attached to any class, only be materially adversely varied with the consent\nin writing of the holders of two-thirds of the issued shares of that class or with the approval of a resolution passed by a majority\nof not less than two-thirds of the votes cast at a separate meeting of the holders of the shares of that class. The rights conferred\nupon the holders of the shares of any class issued will not, unless otherwise expressly provided by the terms of issue of the shares\nof that class, be deemed to be varied by the creation, allotment, or issue of further shares ranking *pari passu* with such\nexisting class of shares.\n\n \n\n*Issuance of\nAdditional Shares.*Our fourth amended and restated memorandum and articles of association authorize our board of directors to\nissue additional ordinary shares from time to time as our board of directors may determine, to the extent of available authorized\nbut unissued shares.\n\n \n\nOur fourth amended and restated\nmemorandum and articles of association also authorize our board of directors to establish from time to time one or more series of preference\nshares and to determine, with respect to any series of preference shares, the terms and rights of that series, including:\n\n \n\n●the designation of the series;\n\n \n\n●the number of shares of the series;\n\n \n\n●the dividend rights, dividend rates, conversion rights, voting\nrights; and\n\n \n\n●the rights and terms of redemption and liquidation preferences.\n\n \n\nOur board of directors may\nissue preference shares without action by our shareholders to the extent authorized but unissued. Issuance of these shares may dilute\nthe voting power of holders of ordinary shares.\n\n \n\n120\n\n \n\n \n\n*Inspection of Books and\nRecords. *Holders of our ordinary shares will have no general right under Cayman Islands law to inspect\nor obtain copies of our list of shareholders or our corporate records (other than copies of our memorandum and articles of association,\nour register of mortgages and charges and any special resolutions passed by our shareholders). Under Cayman Islands law, the names of\nour current directors can, upon payment of a fee, be obtained from a search conducted at the Registrar of Companies. Our directors have\ndiscretion under our fourth amended and restated memorandum and articles of association to determine whether or not, and under what conditions,\nour corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. However, we\nintend to provide our shareholders with annual audited financial statements.\n\n \n\n*Anti-Takeover\nProvisions.*Some provisions of our fourth amended and restated memorandum and articles of association may discourage, delay or\nprevent a change of control of our company or management that shareholders may consider favorable, including provisions that:\n\n \n\n●authorize our board of directors to issue preference shares\nin one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without\nany further vote or action by our shareholders; and\n\n \n\n●limit the ability of shareholders to requisition and convene\ngeneral meetings of shareholders.\n\n \n\nHowever, under Cayman Islands\nlaw, our directors may only exercise the rights and powers granted to them under our fourth amended and restated memorandum and articles\nof association for a proper purpose and for what they believe in good faith to be in the best interests of our company.\n\n \n\n*Exempted Company.*We\nare an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident\ncompanies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the\nCayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same\nas for an ordinary company except that:\n\n \n\n●an exempted company (other than an exempted company holding\na license to carry on business in the Cayman Islands) does not have to file an annual return of its shareholders with the Registrar of\nCompanies;\n\n \n\n●an exempted company’s register of members is not open\nfor inspection;\n\n \n\n●an exempted company does not have to hold an annual general\nmeeting;\n\n \n\n●an exempted company may issue shares with no par value;\n\n \n\n●an exempted company may obtain an undertaking against the imposition\nof any future taxation;\n\n \n\n●an exempted company may register by way of continuation in another\njurisdiction and be deregistered in the Cayman Islands;\n\n \n\n●an exempted company may register as a limited duration company;\nand\n\n \n\n●an exempted company may register as a segregated portfolio company.\n\n \n\n“Limited liability”\nmeans that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in\nexceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other\ncircumstances in which a court may be prepared to pierce or lift the corporate veil).\n\n \n\n**Differences in Corporate Law**\n\n** **\n\nCayman Islands companies are\ngoverned by the Companies Act. The Companies Act is modeled on English law but does not follow recent English law statutory enactments.\nIn addition, the Companies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary\nof the material differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated\nin the United States and their shareholders.\n\n \n\n121\n\n \n\n \n\n*Mergers and Similar\nArrangements.*In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands\ncompanies, or between a Cayman Islands company and a company incorporated in another jurisdiction (provided that it is\nfacilitated by the laws of that other jurisdiction).\n\n \n\nWhere the merger or consolidation\nis between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing\ncertain prescribed information. That plan of merger or consolidation must then be authorized by (i) a special resolution of the shareholders\nof each company; and (ii) such other authorization, if any, as may be specified in such constituent company’s articles of association.\nNo shareholder resolution is required for a merger between a parent company (i.e., a company that holds issued shares that together represent\n90% of the votes at a general meeting of the subsidiary company) and its subsidiary company, if a copy of the plan of merger is given\nto every member of each subsidiary company to be merged unless that member agrees otherwise.\n\n \n\nThe consent of each holder\nof a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman\nIslands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities) have\nbeen complied with, the Registrar of Companies will register the plan of merger or consolidation.\n\n \n\nWhere the merger or consolidation\ninvolves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands\ncompany are also required to make a declaration to the effect that, having made due enquiry, they are of the opinion that certain requirements\nhave been met, including the following requirements: (i) that the merger or consolidation is permitted or not prohibited by the constitutional\ndocuments of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws\nand any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar\nproceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any\napplicable jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction\nand is acting in respect of the foreign company, its affairs or its property or any part thereof; (iv) that no scheme, order, compromise\nor other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company\nare and continue to be suspended or restricted; and (v) there is no other reason why it would be against the public interest to permit\nthe merger or consolidation.\n\n \n\nWhere the surviving company\nis the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration\nto the effect that, having made due enquiry, they are of the opinion that the following requirements have been met: (i) that the\nforeign company is able to pay its debts as they fall due and that the merger or consolidation is bona fide and not intended to defraud\nunsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign\ncompany to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the\ntransfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the\nlaws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; and (iii) that the\nforeign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws\nof the relevant foreign jurisdiction.\n\n \n\n122\n\n \n\n \n\nThe Companies Act provides\nfor a right of dissenting shareholders to be paid the fair value of their shares upon their dissenting to the merger or consolidation\nin certain circumstances if they follow a prescribed procedure. In essence, where such rights apply, that procedure is as follows: (i) the\nshareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or\nconsolidation, including a statement that the shareholder proposes to demand payment for their shares if the merger or consolidation is\nauthorized by the vote; (ii) within 20 days following the date on which the merger or consolidation is authorized by the shareholders,\nthe constituent company must give written notice to each shareholder who made a written objection; (iii) a shareholder who elects\nto dissent must within 20 days following receipt of such notice from the constituent company, give the constituent company a written\nnotice of his intention to dissent including, among other details, a demand for payment of the fair value of their shares; (iv) within\nseven days following the date of the expiration of the period set out in clause (iii) above or seven days following the\ndate on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the\nconsolidated company must make a written offer to each dissenting shareholder to purchase their shares at a price that the company determines\nis the fair value and if the company and the shareholder agree on the price within 30 days following the date on which the offer\nwas made, the company must pay the shareholder such amount; and (v) if the company and the shareholder fail to agree on a price within\nsuch 30 day period, within 20 days following the date on which such 30 day period expires, the company must (and any dissenting\nshareholder may) file a petition with the Grand Court of the Cayman Islands to determine the fair value of all dissenting shares and such\npetition by the company must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as\nto the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine\nthe fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be\nthe fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings\nuntil the determination of fair value is reached. A shareholder who dissents must do so in respect of all shares that that person holds\nin the constituent company. Upon the giving of a notice of dissent under clause (iii) above, the shareholder to whom the notice relates\nshall cease to have any of the rights of a shareholder except the right to be paid the fair value of that person’s shares and certain\nrights specified in the Companies Act. These rights of a dissenting shareholder are not available in certain circumstances, for example,\nto dissenting shareholders holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized\ninterdealer quotation system at the relevant date, where the consideration for such shares to be contributed are shares of any company\nlisted on a national securities exchange or shares of the surviving or consolidated company.\n\n \n\nSeparate from the statutory\nprovisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate the reconstruction\nor amalgamation of companies in certain circumstances, commonly referred to in the Cayman Islands as a “scheme of arrangement,”\nwhich may be tantamount to a merger. Schemes of arrangement will generally be more suited for complex mergers or other transactions involving\nwidely held companies. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous\nand take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question\nmust be approved (i) in relation to a compromise or arrangement between a company and its creditors or any class of them, a majority in\nnumber of such creditors or class of creditors with whom the arrangement is to be made and who must in addition represent 75% in value\nof such creditors or class of creditors, as the case may be, that are present and voting either in person or by proxy at a meeting summoned\nfor that purpose; and (ii) in relation to a compromise or arrangement between a company and its shareholders or any class of them, shareholders\nwho represent 75% in value of the company’s shareholders or class of shareholders, as the case may be, that are present and voting\neither in person or by proxy at a meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement\nmust be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court\nthe view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:\n\n \n\n●the company is not proposing to act illegally or beyond the\nscope of its corporate authority and the statutory provisions as to the required majority vote have been complied with;\n\n \n\n●the shareholders have been fairly represented at the meeting\nin question;\n\n \n\n●the arrangement is such as a businessman would reasonably approve;\nand\n\n \n\n●the arrangement is not one that would more properly be sanctioned\nunder some other provision of the Companies Act or that would amount to a “fraud on the minority.”\n\n \n\nThe Companies Act also contains\na statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient minority shareholders upon\na tender offer. When a tender offer is made and accepted by holders of not less than 90.0% in value of the shares affected, the offeror\nmay, at any time within a two-month period commencing after the approval by the said holders, require the holders of the remaining\nshares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands\nbut this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith, collusion\nor inequitable treatment of shareholders.\n\n \n\nIf an arrangement and reconstruction\nby way of scheme of arrangement is thus approved and sanctioned, or if a tender offer is made and accepted in accordance with the foregoing\nstatutory procedures, a dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be\navailable to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined\nvalue of the shares.\n\n \n\n123\n\n \n\n \n\n*Shareholders’\nSuits.*Appleby, our Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman\nIslands court.* *Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have\nconfirmed the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty\nowed to us, and a claim against (for example) our directors or officers usually may not be brought by a shareholder. However, based\nboth on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be\napplied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:\n\n \n\n●a company acts or proposes to act illegally or beyond the scope\nof its authority;\n\n \n\n●the act complained of, although not beyond the scope of the\nauthority, could only be effected if duly authorized by more than the number of votes which have actually been obtained; or\n\n \n\n●those who control the company are perpetrating a “fraud\non the minority.”\n\n* *\n\n*Indemnification of Directors\nand Executive Officers and Limitation of Liability. *Cayman Islands law does not limit the extent to which a\ncompany’s articles of association may provide for the indemnification of officers and directors, except to the extent any such provision\nmay be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default,\nfraud or the consequences of committing a crime. Our post-offering fourth amended and restated memorandum and articles of association\nprovides that we shall indemnify our directors and officers and their personal representatives to the maximum extent permitted by law,\nagainst all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such person, other\nthan by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or\naffairs (including as a result of any mistake of judgment) or in the execution or discharge of his/her duties, powers, authorities or\ndiscretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such\ndirector, officer or personal representative in defending (whether successfully or otherwise) any civil proceedings concerning our company\nor its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under\nthe Delaware General Corporation Law for a Delaware corporation.\n\n \n\nIn addition, we have entered\ninto indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond\nthat provided in our post-offering fourth amended and restated memorandum and articles of association.\n\n \n\nInsofar as indemnification\nfor liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing\nprovisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities\nAct and is therefore unenforceable.\n\n* *\n\n*Directors’ Fiduciary\nDuties.*Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation\nand its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director\nact in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director\nmust inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.\nThe duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He\nmust not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the\nbest interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling\nshareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed\nbasis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption\nmay be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by\na director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.\n\n \n\nAs a matter of Cayman Islands\nlaw, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered\nthat he owes the following duties to the company — a duty to act in good faith in what the director believes to be in\nthe best interests of the company as a whole, a duty not to make a personal profit based on his position as director (unless the company\npermits him to do so), a duty not to put himself in a position where the interests of the company conflict with his personal interest\nor his duty to a third party, a duty to exercise independent judgment, a duty to exercise powers for the purpose for which such powers\nwere intended and a duty to not improperly fetter the exercise of future discretion. A director of a Cayman Islands company owes to the\ncompany a duty to act with skill and care which is not fiduciary in nature. It was previously considered that a director need not exhibit\nin the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience.\nHowever, English and Commonwealth courts have moved toward an objective standard with regard to the required skill and care and these\nauthorities are likely to be followed in the Cayman Islands.\n\n \n\n124\n\n \n\n \n\n*Shareholder Action by Written\nConsent.*Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders\nto act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our post-offering memorandum and\narticles of association provide that our shareholders may approve corporate matters by way of a unanimous written resolution signed by\nor on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.\n\n \n\n*Shareholder Proposals. *Under\nthe Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders; provided\nthat it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any\nother person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.\n\n \n\nThe Companies Act provides\nshareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal\nbefore a general meeting. However, these rights may be provided in a company’s articles of association. Our post-offering memorandum\nand articles of association allow any one or more of our shareholders holding shares which carry in aggregate not less than one-third\nof the total number votes attaching to all issued and outstanding shares of our company as of the date of the deposit that are entitled\nto vote at general meetings to requisition an extraordinary general meeting of our shareholders, in which case our board is obliged to\nconvene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Other than this right\nto requisition a shareholders’ meeting, our post-offering memorandum and articles of association do not provide our shareholders\nwith any other right to put proposals before annual general meetings or extraordinary general meetings. As a Cayman Islands exempted company,\nwe are not obliged by law to call shareholders’ annual general meetings.\n\n \n\n*Cumulative Voting. *Under\nthe Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate\nof incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on\na 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. There are no prohibitions in relation\nto cumulative voting under the laws of the Cayman Islands, but our post-offering memorandum and articles of association do not provide\nfor cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of\na Delaware corporation.\n\n \n\n*Removal of Directors.*Under\nthe Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the\napproval of a majority of the issued and outstanding shares entitled to vote, unless the certificate of incorporation provides\notherwise. Under our post-offering memorandum and articles of association, directors may be removed with or without cause, by the\naffirmative vote of two-thirds of the directors then in office (except with regard to the removal of the chairman, who may only be\nremoved from office by the affirmative vote of all directors), or by an ordinary resolution of our shareholders (except with regard\nto the removal of the chairman, who may only be removed from office by a special resolution of our shareholders). A director will\nalso cease to be a director if he (i) becomes bankrupt or makes any arrangement or composition with his creditors;\n(ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing; (iv) without\nspecial leave of absence from our board, is absent from meetings of our board for three consecutive meetings and our board resolves\nthat his office be vacated; or (v) is removed from office pursuant to any other provision of our articles of association.\n\n \n\n*Transactions with Interested\nShareholders.*The Delaware General Corporation Law contains a business combination statute applicable to Delaware\ncorporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate\nof incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years\nfollowing the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who\nor which owns or owned 15% or more of the target’s outstanding voting shares within the past three years. This has the effect\nof limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders\nwould not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an\ninterested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person\nbecoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition\ntransaction with the target’s board of directors.\n\n \n\n125\n\n \n\n \n\nCayman Islands law has no comparable\nstatute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However,\nalthough Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such\ntransactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the\nminority shareholders.\n\n \n\n*Dissolution; Winding\nup.*Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution\nmust be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by\nthe board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a\nDelaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with\ndissolutions initiated by either an order of the courts of the Cayman Islands or by the board of directors.\n\n \n\nUnder Cayman Islands law, a\ncompany may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company\nis unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in\na number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Under the Companies\nAct and our post-offering fourth amended and restated articles of association, our company may be dissolved, liquidated, or wound up by\na special resolution of our shareholders.\n\n \n\n*Variation of Rights\nof Shares.*Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval\nof a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our\npost-offering memorandum and articles of association, if our share capital is divided into more than one class of shares, the rights\nattached to any such class may only be materially adversely varied with the consent in writing of the holders of two-thirds of the\nissued shares of that class or with the approval of a resolution passed by a majority of not less than two-thirds of the votes cast\nat a separate meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class\nissued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the shares of\nthat class, be deemed to be materially adversely varied by the creation, allotment or issue of further shares ranking* pari\npassu* with or subsequent to them or the redemption or purchase of any shares of any class by our company. The rights of the\nholders of shares shall not be deemed to be materially adversely varied by the creation or issue of shares with preferred or other\nrights including, without limitation, the creation of shares with enhanced or weighted voting rights.\n\n \n\n*Amendment of\nGoverning Documents.*Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with\nthe approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.\nUnder the Companies Act and our post-offering memorandum and articles of association, our memorandum and articles of association may\nonly be amended by a special resolution of our shareholders.\n\n \n\n*Rights of Non-resident or\nForeign Shareholders.*There are no limitations imposed by our post-offering memorandum and articles of association\non the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are\nno provisions in our post-offering memorandum and articles of association that require our company to disclose shareholder ownership above\nany particular ownership threshold.\n\n \n\n10.C. Material Contracts\n\n \n\nWe have not entered into any material contracts\nother than in the ordinary course of business and other than those described in this annual report.\n\n \n\n10.D. Exchange Controls\n\n \n\nThe Cayman Islands currently\nhas no exchange control regulations or currency restrictions. See “Item 4. Information on The Company—4.B. Business Overview—Regulation—Regulations\nrelating to Foreign Exchange.”\n\n \n\n126\n\n \n\n \n\n10.E. Taxation\n\n \n\nThe following summary of\nCayman Islands, PRC and U.S. federal income tax considerations of an investment in the ADSs or Class A ordinary shares is based upon laws\nand relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This summary\ndoes not deal with all possible tax considerations relating to an investment in the ADSs or Class A ordinary shares, such as the tax considerations\nunder U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands, the People’s Republic\nof China, and the United States. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion\nof Appleby, our Cayman Islands legal counsel; to the extent it relates to PRC tax law, it is the opinion of Han Kun Law Offices, our PRC\nlegal counsel.\n\n** **\n\n**Cayman Islands Taxation**\n\n** **\n\nThe Cayman Islands currently\nlevies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there is no taxation in the nature\nof inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands\nexcept for stamp duties, which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the\nCayman Islands. Payments of dividends and capital in respect of our ordinary shares (including ordinary shares represented by ADSs) will\nnot be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder\nof our ordinary shares, nor will gains derived from the disposal of our ordinary shares be subject to Cayman Islands income or corporation\ntax. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are\nno exchange control regulations or currency restrictions in the Cayman Islands.\n\n** **\n\n**PRC Taxation**\n\n** **\n\nUnder the PRC Enterprise Income\nTax Law and its implementation rules, an enterprise established outside China with “de facto management body” within China\nis considered a resident enterprise. The implementation rules define the term “de facto management body” as the body that\nexercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an\nenterprise. In April 2009, the SAT issued the Notice of the State Administration of Taxation on Issues Concerning the Determination\nof Chinese-Controlled Enterprises Registered Overseas as Resident Enterprises on the Basis of Their Bodies of Actual Management, known\nas SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of\na PRC-controlled enterprise that is incorporated offshore is located in China. Although SAT Circular 82 only applies to offshore enterprises\ncontrolled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth\nin the circular may reflect the SAT’s general position on how the “de facto management body” test should be applied\nin determining the tax resident status of all offshore enterprises. According to SAT 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\noperational management is in China; (ii) decisions relating to the enterprise’s financial and human resource matters are made\nor are subject to approval by organizations or personnel in China; (iii) the enterprise’s primary assets, accounting books\nand records, company seals, and board and shareholder resolutions, are located or maintained in China; and (iv) at least 50% of voting\nboard members or senior executives habitually reside in China.\n\n \n\nWe believe that POMDOCTOR LIMITED\nis not a PRC resident enterprise for PRC tax purposes. POMDOCTOR LIMITED is not controlled by a PRC enterprise or PRC enterprise group\nand we do not believe that POMDOCTOR LIMITED meets all of the conditions above. POMDOCTOR LIMITED is a company incorporated outside China.\nAs a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets are located, and its records\n(including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside China. However,\nthe tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect\nto the interpretation of the term “de facto management body.” There can be no assurance that the PRC government will ultimately\ntake a view that is consistent with ours.\n\n \n\n127\n\n \n\n \n\nIf the PRC tax authorities\ndetermine that POMDOCTOR LIMITED is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10%\nwithholding tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of our ADSs. In addition,\nnon-PRC resident enterprise shareholders (including our ADS holders) may be subject to a 10% PRC tax on gains realized on the sale or\nother disposition of ADSs or ordinary shares, if such income is treated as sourced from within China. It is unclear whether our non-PRC\nresident individual shareholders (including our ADS holders) would be subject to any PRC tax on dividends or gains obtained by such non-PRC\nresident individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to such\ndividends or gains, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However,\nit is also unclear whether non-PRC shareholders of POMDOCTOR LIMITED would be able to claim the benefits of any tax treaties between their\ncountry of tax residence and China in the event that POMDOCTOR LIMITED is treated as a PRC resident enterprise. See “Item 3. Key\nInformation—3.D.Risk Factors—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise\nfor PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.”\n\n** **\n\n**United States Federal Income Tax Considerations**\n\n** **\n\nThe following discussion is\na summary of the material U.S. federal income tax considerations generally applicable to the ownership and disposition of our ADSs\nor Class A ordinary shares by a U.S. Holder (as defined below) that acquires our ADSs and holds our ADSs as “capital assets”\n(generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This\ndiscussion is based upon existing U.S. federal tax law, which is subject to differing interpretations or change, possibly with retroactive\neffect. There can be no assurance that the IRS or a court will not take a contrary position. Except as described below, this discussion\ndoes not address any reporting obligations that may be applicable to persons holding ADSs or ordinary shares through a bank, financial\ninstitution or other entity, or a branch thereof, located, organized or resident outside the United States. This discussion, moreover,\ndoes not address the U.S. federal estate, gift, alternative minimum tax, and other non-income tax considerations, the Medicare tax\non certain net investment income, or any state, local or non-U.S. tax considerations, relating to the ownership or disposition of\nour ADSs or Class A ordinary shares. The following summary does not address all aspects of U.S. federal income taxation that\nmay be important to particular investors in light of their individual circumstances or to persons in special tax situations such as:\n\n \n\n●banks and other financial institutions;\n\n \n\n●insurance companies;\n\n \n\n●pension plans;\n\n \n\n●cooperatives;\n\n \n\n●regulated investment companies;\n\n \n\n●real estate investment trusts;\n\n \n\n●broker-dealers;\n\n \n\n●U.S. expatriates;\n\n \n\n●traders that elect to use a mark-to-market method of accounting;\n\n \n\n●certain former U.S. citizens or long-term residents;\n\n \n\n●entities subject to the United States anti-inversion rules;\n\n \n\n●persons subject to the alternative minimum tax provisions of\nthe Code;\n\n \n\n●tax-exempt entities (including private foundations);\n\n \n\n●holders who acquire their ADSs or Class A ordinary shares\npursuant to any employee share option or otherwise as compensation;\n\n \n\n●investors that will hold their ADSs or Class A ordinary\nshares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for U.S. federal income tax\npurposes;\n\n \n\n●investors that have a functional currency other than the U.S. dollar;\n\n \n\n128\n\n \n\n \n\n●investors required to accelerate the recognition of any item\nof gross income with respect to our ADSs or Class A ordinary shares as a result of such income being recognized on an applicable\nfinancial statement;\n\n \n\n●persons that actually or constructively own 10% or more of our\nstock (by vote or value); or\n\n \n\n●partnerships (or other entities treated as partnerships for\nU.S. federal income tax purposes), or persons holding ADSs or Class A ordinary shares through such entities.\n\n \n\nall of whom may be subject to tax rules\nthat differ significantly from those discussed below.\n\n \n\nEach U.S. Holder is urged\nto consult its tax advisor regarding the application of U.S. federal taxation to its particular circumstances, and the state, local,\nnon-U.S. and other tax considerations of the ownership and disposition of our ADSs or Class A ordinary shares.\n\n \n\n**General**\n\n** **\n\nFor purposes of this discussion,\na “U.S. Holder” is a beneficial owner of our ADSs or Class A ordinary shares that is, for U.S. federal income\ntax purposes:\n\n \n\n●an individual who is a citizen or resident of the United States;\n\n \n\n●a corporation (or other entity treated as a corporation for\nU.S. federal income tax purposes) created in, or organized under the law of the United States or any state thereof or the District\nof Columbia;\n\n \n\n●an estate the income of which is includible in gross income\nfor U.S. federal income tax purposes regardless of its source; or\n\n \n\n●a trust (A) the administration of which is subject to the\nprimary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial\ndecisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the Code.\n\n \n\nIf a partnership (or other\nentity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our ADSs or Class A ordinary\nshares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the\npartnership. Partnerships holding our ADSs or Class A ordinary shares and their partners are urged to consult their tax advisors\nregarding an investment in our ADSs or Class A ordinary shares.\n\n \n\nFor U.S. federal income\ntax purposes, it is generally expected that a U.S. Holder of ADSs will be treated as the beneficial owner of the underlying shares\nrepresented by the ADSs. The remainder of this discussion assumes that a U.S. Holder of our ADSs will be treated in this manner.\nAccordingly, deposits or withdrawals of Class A ordinary shares for ADSs generally are not expected to be subject to U.S. federal\nincome tax.\n\n \n\n**Passive Foreign Investment Company Considerations**\n\n** **\n\nA non-U.S. corporation,\nsuch as POMDOCTOR LIMITED, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year if, after applying\napplicable look-through rules, either (i) 75% or more of its gross income for such year consists of certain types of “passive”\nincome or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year is attributable\nto assets that produce or are held for the production of passive income (the “asset test”). For this purpose, cash and assets\nreadily convertible into cash are categorized as passive assets and the company’s goodwill and other unbooked intangibles are taken\ninto account. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition\nof passive assets. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of\nany other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock.\n\n \n\nAlthough the law in this regard\nis not entirely clear, we treat the VIE and its subsidiaries as being owned by us for U.S. federal income tax purposes because we\ncontrol their management decisions and are entitled to substantially all of the economic benefits associated with them. As a result, we\nconsolidated their results of operations in our consolidated U.S. GAAP financial statements.\n\n \n\n129\n\n \n\n \n\nAssuming that we are the\nowner of the VIE and its subsidiaries for U.S. federal income tax purposes, and based upon our current and anticipated market capitalization\nand the historical and current composition of our income and assets, including goodwill and other unbooked intangibles not reflected on\nour balance sheet, we do not expect to be a PFIC for the current taxable year. If it were determined, however, that we are not the owner\nof the VIE for U.S. federal income tax purposes, we may be treated as a PFIC for the current and future taxable years. While we do not\nexpect to be or become a PFIC, no assurance can be given in this regard because the determination of whether we will be or become a PFIC\nfor any taxable year is a fact intensive determination made annually. Changes in the composition of our income or composition of our assets\nmay cause us to be or become a PFIC for the current or subsequent taxable years. Fluctuations in the market price of our ADSs may also\ncause us to be or become classified as a PFIC for the current or future taxable years because the value of our assets for purposes\nof the asset test, including the value of our goodwill and unbooked intangibles, may be determined by reference to the market price of\nour ADSs from time to time (which may be volatile). In estimating the value of our goodwill and other unbooked intangibles, we have taken\ninto account our anticipated market capitalization following the listing of our ADSs on the Nasdaq. If our market capitalization is less\nthan anticipated or subsequently declines, we may be or become classified as a PFIC for the current taxable year or future taxable years\nbecause our liquid assets and cash (which are for this purpose considered assets that produce passive income) may then represent a greater\npercentage of our overall assets. Accordingly, there can be no assurance that we will not be a PFIC for the current taxable year or any\nfuture taxable year.\n\n \n\nIf we are classified as a PFIC\nfor any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares, the PFIC rules discussed below under\n“—Passive Foreign Investment Company Rules” may apply to such U.S. Holder for such taxable year, and unless the\nU.S. Holder makes certain elections, may apply in future years even if we cease to be a PFIC.\n\n \n\nThe discussion below under\n“—Dividends” and “—Sale or Other Disposition” is written on the basis that we will not be or become\nclassified as a PFIC for U.S. federal income tax purposes. The U.S. federal income tax rules that apply generally if we are\ntreated as a PFIC for any taxable year are discussed below under “—Passive Foreign Investment Company Rules.”\n\n \n\n**Dividends**\n\n** **\n\nAny cash distributions (including\nthe amount of any PRC tax withheld) paid on our ADSs or Class A ordinary shares out of our current or accumulated earnings and profits,\nas determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder as\ndividend income on the day actually or constructively received by the U.S. Holder, in the case of Class A ordinary shares,\nor by the depositary, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of U.S. federal\nincome tax principles, any distribution we pay will generally be treated as a “dividend” for U.S. federal income tax\npurposes. Dividends received on our ADSs or Class A ordinary shares will not be eligible for the dividends received deduction generally\nallowed to corporations with respect to certain dividends. A non-corporate U.S. Holder may be subject to tax at the lower capital\ngain tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (1) our\nADSs or ordinary shares on which the dividends are paid are readily tradeable on an established securities market in the United States,\nor, in the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law (see “— PRC Taxation”),\nwe are eligible for the benefits of the Agreement Between the Government of the United States of America and the Government of the People’s\nRepublic of China for the Avoidance of Double Taxation and the Prevention of Tax Evasion With Respect to Taxes on Income (the “Treaty”),\n(2) we are neither a PFIC nor treated as such with respect to such a U.S. Holder for the taxable year in which the dividend\nwas paid and the preceding taxable year, and (3) certain holding period requirements are met. We expect our ADSs (but not our\nClass A ordinary shares), will be listed on the Nasdaq, will be readily tradeable on an established securities market in the United States.\nThere can be no assurance, however, that our ADSs will be considered readily tradeable on an established securities market in later years.\nBased on existing guidance, it is unclear whether the ordinary shares will be considered to be readily tradable on an established securities\nmarket in the United States, because only the ADSs, and not the underlying ordinary shares, will be listed on a securities market in the\nUnited States.\n\n \n\n130\n\n \n\n \n\nDividends paid on our ADSs\nor ordinary shares, if any, will generally be treated as income from foreign sources and will generally constitute passive category income\nfor U.S. foreign tax credit purposes. Depending on the U.S. Holder’s individual facts and circumstances, a U.S. Holder\nmay be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any nonrefundable foreign withholding\ntaxes imposed on dividends received on our ADSs or Class A ordinary shares. However, a U.S. holder may in some circumstances be prohibited\nfrom claiming a foreign tax credit with respect to certain foreign taxes that are not creditable under the applicable tax treaty. A U.S. Holder\nwho does not elect to claim a foreign tax credit for foreign taxes withheld may instead claim a deduction, for U.S. federal income\ntax purposes, in respect of such withholding, but only for a year in which such holder elects to do so for all creditable foreign income\ntaxes. The rules governing the foreign tax credit are complex and their outcome depends in large part on the U.S. Holder’s\nindividual facts and circumstances. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the availability\nof the foreign tax credit under their particular circumstances.\n\n \n\n**Sale or Other Disposition**\n\n** **\n\nA U.S. Holder will generally\nrecognize capital gain or loss upon the sale or other disposition of ADSs or Class A ordinary shares in an amount equal to the difference\nbetween the amount realized upon the disposition and the holder’s adjusted tax basis in such ADSs or Class A ordinary shares.\nAny capital gain or loss will be long-term if the ADSs or Class A ordinary shares have been held for more than one year and will\ngenerally be U.S.-source gain or loss for U.S. foreign tax credit purposes. Long-term capital gain of non-corporate U.S. Holders\nwill generally be eligible for a reduced rate of taxation. In the event that gain from the disposition of the ADSs or Class A ordinary\nshares is subject to tax in China, a U.S. Holder that is eligible for the benefits of the Treaty may elect to treat such gain as\nPRC-source gain under the Treaty, subject to certain limitations. If a U.S. Holder is not eligible for the benefits of the Treaty\nor fails to treat any such gain as PRC-source, then such U.S. Holder would generally not be able to use the foreign tax credit arising\nfrom any PRC tax imposed on the disposition of the ADSs or Class A ordinary shares unless such credit can be applied (subject to\napplicable limitations) against U.S. federal income tax due on other income derived from foreign sources in the same income category\n(generally, the passive category). The deductibility of a capital loss may be subject to limitations. U.S. Holders are urged to consult\ntheir tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our ADSs or Class A ordinary shares,\nincluding the availability of the foreign tax credit under their particular circumstances.\n\n \n\n**Passive Foreign Investment Company Rules**\n\n** **\n\nIf we are classified as a PFIC\nfor any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares, and unless the U.S. Holder makes\na mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess\ndistribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder\nthat is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter,\nthe U.S. Holder’s holding period for the ADSs or Class A ordinary shares), and (ii) any gain realized on the sale\nor other disposition of ADSs or Class A ordinary shares. Under the PFIC rules:\n\n \n\n●the excess distribution or gain will be allocated ratably over\nthe U.S. Holder’s holding period for the ADSs or Class A ordinary shares;\n\n \n\n●the amount allocated to the current taxable year and any taxable years\nin the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC (each, a “pre-PFIC\nyear”), will be taxable as ordinary income;\n\n \n\n●the amount allocated to each prior taxable year, other than\na pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or corporations, as appropriate, for that year;\nand\n\n \n\n●an additional tax equal to the interest charge generally applicable\nto underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year.\n\n \n\nIf we are a PFIC for any taxable\nyear during which a U.S. Holder holds our ADSs or Class A ordinary shares and any of our subsidiaries, the VIE or any of their\nsubsidiaries is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier\nPFIC for purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors regarding the application\nof the PFIC rules to any of our subsidiaries, the VIE, or their subsidiaries.\n\n \n\n131\n\n \n\n \n\nAs an alternative to the\nforegoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such\nstock, provided that certain requirements are met. Marketable stock is stock that is regularly traded on a qualified exchange or other\nmarket, as defined in applicable Treasury Regulations. We expect that the ADSs, but not our ordinary shares, will be listed on the Nasdaq,\nwhich is a qualified exchange or other market for these purposes. We anticipate that our ADSs should qualify as being regularly traded,\nbut no assurances may be given in this regard. If a U.S. Holder makes this election, the holder will generally (i) include as\nordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable\nyear over the adjusted tax basis of such ADSs and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of\nthe ADSs over the fair market value of such ADSs held at the end of the taxable year, but such deduction will only be allowed to the extent\nof the amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis\nin the ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a\nmark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the holder\nwill not be required to take into account the gain or loss described above during any period that such corporation is not classified as\na PFIC.\n\n \n\nBecause a mark-to-market election\ncannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect\nto such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for\nU.S. federal income tax purposes.\n\n \n\nWe do not intend to provide\ninformation necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment\ndifferent from (and generally less adverse than) the general tax treatment for PFICs described above.\n\n \n\nIf a U.S. Holder owns\nour ADSs or Class A ordinary shares during any taxable year that we are a PFIC, such holder would generally be required to file an\nannual IRS Form 8621. Each U.S. Holder should consult its tax advisors regarding the U.S. federal income tax consequences of\nowning and disposing of our ADSs or Class A ordinary shares if we are or become a PFIC.\n\n \n\n**Information Reporting and Backup Withholding**\n\n** **\n\nCertain U.S. Holders are required\nto report information to the IRS relating to an interest in “specified foreign financial assets,” such as our ADSs and Class\nA ordinary shares, for any year in which the aggregate value of all specified foreign financial assets exceeds a certain threshold, subject\nto certain exceptions (including an exception for our ADSs and Class A ordinary shares held in accounts maintained by certain financial\ninstitutions).\n\n \n\nIn addition, payments of dividends\non and proceeds from the sale or other disposition of our ADSs and Class A ordinary shares by a U.S. paying agent or other intermediary\nwill be subject to information reporting to the IRS as may be required by applicable Treasury Regulations. Backup withholding may apply\nto these payments at a rate of 24% if a U.S. holder fails to provide an accurate taxpayer identification number or certification of exempt\nstatus or otherwise fails to comply with applicable certification requirements. Certain U.S. holders are not subject to backup withholding.\nU.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to\ntheir particular circumstances.\n\n \n\n10.F. Dividends and Paying Agents\n\n \n\nNot applicable.\n\n \n\n10.G. Statement by Experts\n\n \n\nNot applicable.\n\n \n\n10.H. Documents on Display\n\n \n\nWe previously filed with\nthe SEC registration statement on Form F-1 (File Number 333-285771), as amended to register our Class A ordinary shares in relation to\nour initial public offering. We also filed with the SEC related registration statement on Form F-6 (File Number 333-287259), as amended,\nto register the ADSs representing our Class A ordinary shares.\n\n \n\n132\n\n \n\n \n\nWe are subject to the periodic reporting and other informational requirements\nof the Exchange Act as applicable to foreign private issuers. Under the Exchange Act, we are required to file reports and other information\nwith the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year. Copies\nof reports and other information, when so filed with the SEC, can be inspected and copied at the public reference facilities maintained\nby the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating\nfee, by writing to the SEC. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the Commission\nat 1-800-SEC-0330. The SEC also maintains a web site at *www.sec.gov*that contains reports, proxy\nand information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.\nAs a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of quarterly reports\nand proxy statements. Our principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in\nSection 16 of the Exchange Act, and our executive officers and directors are exempt from the short-swing profit recovery provisions contained\nin Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements\nwith the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.\n\n \n\nWe will furnish Citibank,\nN.A, the depositary of the ADSs, with our annual reports, which will include a review of operations and annual audited consolidated financial\nstatements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings and other reports and communications\nthat are made generally available to our shareholders. The depositary will make such notices, reports and communications available to\nholders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’\nmeeting received by the depositary from us."}