{"url_path":"/sec/raasy/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1804583/0001493152-26-021875-index.html","accession_number":"0001493152-26-021875","cik":"0001804583","ticker":"RAASY","issuer_name":"Cloopen Group Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1804583/0001493152-26-021875-index.html","primary_entity_key":"0001804583","primary_entity_name":"Cloopen Group Holding Ltd"},"word_count":5808,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n \n\n**A.\nShare Capital**\n\n \n\nNot\napplicable.\n\n \n\n**B.\nMemorandum and Articles of Association**\n\n \n\nWe\nincorporate by reference into this annual report our eighth amended and restated memorandum and articles of association filed as Exhibit\n1.1 to this annual report and description of securities filed as Exhibit 2.6 to this annual report.\n\n \n\n**C.\nMaterial Contracts**\n\n \n\nMaterial\ncontracts other than in the ordinary course of business are described in “Item 4. Information on the Company” and “Item\n7. Major Shareholders and Related Party Transactions” or elsewhere in this annual report.\n\n \n\n**D.\nExchange Controls**\n\n \n\nSee\n“Item 4. Information on the Company—B. Business Overview—Regulations—Regulations relating to foreign exchange.”\n\n \n\n126\n\n \n\n \n\n**E.\nTaxation**\n\n \n\n**Cayman\nIslands Taxation**\n\n \n\nAs\nadvised by Maples and Calder (Hong Kong) LLP, our Cayman Islands legal counsel, the Cayman Islands currently levies no taxes on individuals\nor corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate\nduty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which\nmay be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. The Cayman Islands\nis not party to any double tax treaties applicable to payments to or by our company. There are no exchange control regulations or currency\nrestrictions in the Cayman Islands.\n\n \n\nPayments\nof dividends and capital in respect of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required\non the payment of a dividend or capital to any holder of the Shares, nor will gains derived from the disposal of the shares be subject\nto Cayman Islands income or corporate tax.\n\n \n\nPursuant\nto Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, we have obtained an undertaking from the Financial Secretary\nof the Cayman Islands that:\n\n \n\n \n●\nno\nlaw which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply\nto us or our operations; and\n\n \n \n \n\n \n●\nthe\naforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on or in respect of our shares, debentures\nor other obligations, or by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions\nAct.\n\n \n\nThe\nabovementioned concessions shall be for a period of 30 years from April 5, 2020.\n\n \n\n**PRC\nTaxation**\n\n \n\nUnder\nthe EIT Law and its implementation rules, an enterprise established outside of the PRC with a “*de facto* management body”\nwithin the PRC is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global\nincome. The implementation rules define the term “*de facto* management body” as the body that exercises full and substantial\ncontrol over and overall management of the business, productions, personnel, accounts and properties of an enterprise. In April 2009,\nSAT issued SAT Circular 82, which provides certain specific criteria for determining whether the “*de facto* management body”\nof a 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 SAT Circular 82 may reflect the general position of SAT 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\nfacto* management body” in China only if all of the following conditions are met: (1) the primary location of the day-to-day\noperational management is in the PRC; (2) decisions relating to the enterprise’s financial and human resource matters are made\nor are subject to approval by organizations or personnel in the PRC; (3) the enterprise’s primary assets, accounting books and\nrecords, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (4) at least 50% of voting board\nmembers or senior executives habitually reside in the PRC.\n\n \n\nWe\ndo not believe that our Cayman Islands holding company meets all of the conditions above. Our Cayman Islands holding company is not a\nPRC resident enterprise for PRC tax purposes. As a holding company, its key assets are its ownership interests in its subsidiaries, and\nits key assets are located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders)\nare maintained, outside the PRC. For the same reasons, we believe our other entities outside of China are not PRC resident enterprises\neither. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain\nwith respect to the interpretation of the term “*de facto* management body.” Therefore, there can be no assurance that\nthe PRC government will ultimately take a view that is consistent with ours.\n\n \n\n127\n\n \n\n \n\nCM Law Firm, our legal counsel as to\nPRC law, has advised us that if the PRC tax authorities determine that our Cayman Islands holding company is a PRC resident enterprise\nfor enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that\nare non-resident enterprises, including the holders of the ADSs. In addition, non-resident enterprise shareholders (including the ADS\nholders) may be subject to a 10% PRC tax on gains realized on the sale or other disposition of ADSs or ordinary shares, if such income\nis treated as sourced from within the PRC. It is unclear whether our non-PRC individual shareholders (including the ADS holders) would\nbe subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be\na PRC resident enterprise. If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20% unless\na reduced rate is available under an applicable tax treaty. However, it is also unclear whether non-PRC shareholders of our Cayman Islands\nholding company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event\nthat our Cayman Islands holding company is treated as a PRC resident enterprise.\n\n \n\nProvided\nthat our Cayman Islands holding company is not deemed to be a PRC resident enterprise, holders of the ADSs and ordinary shares who are\nnot PRC residents will not be subject to PRC income tax on dividends distributed by us or gains realized from the sale or other disposition\nof our shares or ADSs. However, under SAT Circular 7, where a non-resident enterprise conducts an “indirect transfer” by\ntransferring taxable assets, including, in particular, equity interests in a PRC resident enterprise, indirectly by disposing of the\nequity interests of an overseas holding company, the non-resident enterprise, being the transferor, or the transferee or the PRC entity\nwhich directly owned such taxable assets may report to the relevant tax authority such indirect transfer. Using a “substance over\nform” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial\npurpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect\ntransfer may be subject to PRC enterprise income tax, and the transferee obligated to withhold the applicable taxes, currently at a rate\nof 10% for the transfer of equity interests in a PRC resident enterprise. We and our non-PRC resident investors may be at risk of being\nrequired to file a return and being taxed under SAT Circular 7, and we may be required to expend valuable resources to comply with SAT\nCircular 7, or to establish that we should not be taxed thereunder. See “Item 3. Key Information—D. Risk Factors—Risks\nRelated to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification\ncould result in unfavorable tax consequences to us and our non-PRC shareholders or the ADSs holders.”\n\n \n\n**U.S.\nFederal Income Taxation**\n\n \n\nThe\nfollowing discussion is a summary of U.S. federal income tax considerations relating to the ownership and disposition of the ADSs or\nordinary shares by a U.S. Holder, as defined below, that holds the ADSs or ordinary shares as “capital assets” (generally,\nproperty held for investment) under the United States Internal Revenue Code of 1986, as amended, or the Code.\n\n \n\nThis\ndiscussion is based upon existing United States federal income tax law, which is subject to differing interpretations or change, possibly\nwith retroactive effect. No ruling has been sought from the Internal Revenue Service, or the IRS, with respect to any United States federal\nincome tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position.\n\n \n\nThis\ndiscussion does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their\nindividual circumstances, including investors subject to special tax rules, including:\n\n \n\n \n●\nfinancial\ninstitutions;\n\n \n \n \n\n \n●\ninsurance\ncompanies;\n\n \n \n \n\n \n●\nregulated\ninvestment companies;\n\n \n \n \n\n \n●\nreal\nestate investment trusts;\n\n \n \n \n\n \n●\nbroker-dealers;\n\n \n \n \n\n \n●\ntraders\nin securities or other persons that elect mark-to-market treatment;\n\n \n \n \n\n \n●\npartnerships\nor other pass-through entities and their partners or investors;\n\n \n\n128\n\n \n\n \n\n \n●\ntax-exempt\norganizations (including private foundations);\n\n \n \n \n\n \n●\ninvestors\nthat own (directly, indirectly, or constructively) 10% or more of our stock by vote or value;\n\n \n \n \n\n \n●\ninvestors\nthat hold their ADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction;\n\n \n \n \n\n●investors\nholding their ADSs or ordinary shares in connection with a trade or business, fixed place\nof business, or permanent establishment outside the United States;\n\n   \n\n●persons\nwho acquired their ADSs or ordinary shares pursuant to any employee share option or otherwise\nas compensation;\n\n   \n\n \n●\ninvestors\nthat have a functional currency other than the U.S. dollar;\n\n \n \n \n\n \n●\nholders of Class B ordinary shares; or\n\n \n \n \n\n \n●\ninvestors\nrequired to accelerate the recognition of any item of gross income with respect to the ADSs or ordinary shares as a result\nof such income being recognized on an applicable financial statement.\n\n \n\nIn\naddition, this discussion does not address any state or local, alternative minimum tax, or non-U.S. tax considerations, or the Medicare\ncontribution tax on net investment income. Each potential investor is urged to consult its tax advisor regarding the U.S. federal, state\nor local and non-U.S. income and other tax considerations of an investment in the ADSs or ordinary shares.\n\n \n\n**General**\n\n \n\nFor\npurposes of this discussion, a “U.S. Holder” is a beneficial owner of the ADSs or ordinary shares that is, for United States\nfederal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or other entity\ntreated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States\nor any state thereof or the District of Columbia, (3) an estate the income of which is includible in gross income for United States federal\nincome tax purposes regardless of its source, or (4) a trust (a) the administration of which is subject to the primary supervision of\na United States court and which has one or more United States persons who have the authority to control all substantial decisions of\nthe trust or (b) that has otherwise elected to be treated as a United States person under the Code.\n\n \n\nIf\na partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of the ADSs or ordinary\nshares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership.\nPartnerships and partners of a partnership holding the ADSs or ordinary shares are urged to consult their tax advisors regarding an investment\nin the ADSs or ordinary shares.\n\n \n\nFor\nU.S. federal income tax purposes, a U.S. Holder of ADSs will generally be treated as the beneficial owner of the underlying shares represented\nby the ADSs. Accordingly, deposits or withdrawals of ordinary shares for ADSs will generally not be subject to U.S. federal income tax.\n\n \n\n**Passive\nforeign investment company considerations**\n\n \n\nA\nnon-U.S. corporation, such as our company, will be classified as a “passive foreign investment company,” or PFIC, for U.S.\nfederal income tax purposes, if, in the case of any particular taxable year, either (1) 75% or more of its gross income for such taxable\nyear consists of certain types of “passive” income or (2) 50% or more of the value of its assets (generally based on an average\nof the quarterly values of the assets) during such taxable year is attributable to assets that produce or are held for the production\nof passive income. For this purpose, cash is categorized as a passive asset and the company’s unbooked intangibles associated with\nactive business activities may generally be classified as active assets. Passive income generally includes, among other things, dividends,\ninterest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning our proportionate share of\nthe assets and earning our proportionate share of the income of any other non-U.S. corporation in which we own, directly or indirectly,\n25% or more (by value) of the stock.\n\n \n\nAlthough\nthe law in this regard is unclear, we treat the affiliated entities, as being owned by us for U.S. federal income tax purposes, not only\nbecause we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their\neconomic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements. Based on the market\nprice of the ADSs and the value and composition of our assets, we believe we were a PFIC for U.S. federal income tax purposes for our\ntaxable year ended December 31, 2025, and based on the current and anticipated composition of our income, assets and operations, we believe\nthere is significant risk that we will continue to be treated as a PFIC for future taxable years. However, there can be no assurances\nin this regard or any assurances with respect to our status as a PFIC in any future taxable year, as our status as a PFIC is a fact-intensive\ndetermination made on an annual basis.\n\n \n\n129\n\n \n\n \n\nThe\ndetermination of whether we were, are or will be a PFIC is a factual determination made annually that will depend, in part, upon\nthe composition of our income (which may differ from our historical results and current projections) and assets. Fluctuations in the\nmarket price of the ADSs may cause us to be more likely to be treated as a PFIC for the current or subsequent taxable years because the\nvalue of our assets for the purpose of the asset test, including the value of our goodwill and other unbooked intangibles, may be determined\nby reference to the market price of the ADSs from time-to-time (which may be volatile).\n\n \n\nFurthermore,\nthe determination of whether we will be or continue to be a PFIC may also depend, in part, on how, and how quickly, we use our liquid\nassets, including any remaining cash raised in our initial public offering. Under circumstances where we retain significant amounts of\nliquid assets, or if the affiliated entities were not treated as owned by us for U.S. federal income tax purposes, our risk of continuing\nto be classified as a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC\nstatus is a factual determination made annually after the close of each taxable year, there can be no assurance regarding our PFIC status\nfor the current taxable year or any future taxable year.\n\n \n\nIf\nwe are classified as a PFIC for any year during which a U.S. Holder held the ADSs or ordinary shares, we generally would continue to\nbe treated as a PFIC for all succeeding years during which such U.S. Holder held the ADSs or ordinary shares.\n\n \n\nThe\nU.S. federal income tax rules that apply if we are classified as a PFIC for the current taxable year or any subsequent taxable year are\ndiscussed below under “—Passive foreign investment company rules.”\n\n \n\n**Dividends**\n\n \n\nSubject\nto the PFIC rules described below, any cash distributions (including constructive distributions and the amount of any PRC tax withheld)\npaid on the ADSs or ordinary shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax\nprinciples, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively\nreceived by the U.S. Holder, in the case of ordinary shares, or by the depositary bank, in the case of ADSs. Because we do not intend\nto determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution will generally be treated\nas a “dividend” for U.S. federal income tax purposes. Dividends received on the ADSs or ordinary shares will not be eligible\nfor the dividends received deduction allowed to corporations under the Code in respect of dividends received from U.S. corporations.\n\n \n\nUnder\ncurrent law, a non-corporate recipient of a dividend from a “qualified foreign corporation” will generally be subject to\ntax on the dividend income at the lower applicable net capital gains rate rather than the marginal tax rates generally applicable to\nordinary income provided that certain holding period and other requirements are met. A non-U.S. corporation (other than a\ncorporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) will\ngenerally be considered to be a qualified foreign corporation (1) if it is eligible for the benefits of a comprehensive tax treaty\nwith the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this\nprovision and which includes an exchange of information program, or (2) with respect to any dividend it pays on stock (or ADSs in\nrespect of such stock) which is readily tradable on an established securities market in the United States. The ADSs are currently\nquoted and tradeable on the OTC market, which we do not believe is considered to be an established securities market in the United\nStates, and therefore we do not believe that we are a qualified foreign corporation with respect to dividends paid on the ADSs.\nSince we do not expect that our ordinary shares will be listed on established securities markets, dividends that we pay on our\nordinary shares that are not backed by ADSs will not meet the conditions required for the reduced tax rate. Regardless, as discussed\nabove under “—Passive foreign investment company considerations,” we believe we were classified as a PFIC for our\ntaxable year ended December 31, 2025. Accordingly, we do not expect that dividends paid on the ADSs or ordinary shares will meet the\nconditions required for such reduced tax rates.\n\n \n\n130\n\n \n\n \n\nFor\nU.S. foreign tax credit purposes, dividends paid on the ADSs or ordinary shares will generally be treated as income from foreign sources\nand will generally constitute passive category income. In the event that we are deemed to be a PRC resident enterprise under the EIT\nLaw, a U.S. Holder may be subject to PRC withholding taxes on dividends paid, if any, on the ADSs or ordinary shares. A U.S. Holder may\nbe eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed\non dividends received on the ADSs or ordinary shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax\nwithheld may instead claim a deduction for U.S. federal income tax purposes in respect of such withholding, but only for a year in which\nsuch holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. Holders\nare urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.\n\n \n\n**Sale\nor other disposition of ADSs or ordinary shares**\n\n \n\nSubject\nto the PFIC rules discussed below, a U.S. Holder will generally recognize capital gain or loss, if any, upon the sale or other\ndisposition of ADSs or ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the\nholder’s adjusted tax basis in such ADSs or ordinary shares. Any capital gain or loss will be long-term gain or loss if the\nADSs or ordinary shares have been held for more than one year. Long-term capital gains of non-corporate taxpayers are currently\neligible for reduced rates of taxation. The\ndeductibility of capital losses is subject to limitations.\n\n \n\nGain or loss from the disposition of the ADSs or\nordinary shares will generally be U.S. source gain or loss for U.S. foreign tax credit purposes. However, in the event that we are treated\nas a PRC resident enterprise under the EIT Law, and gain from the disposition of the ADSs or ordinary shares is subject to tax in the\nPRC, a U.S. Holder that is eligible for the benefits of the United States-PRC income tax treaty may be able to elect to treat such gain\nas PRC source gain for foreign tax credit purposes under the United States-PRC income tax treaty. A U.S. Holder that is not eligible\nfor the benefits of the United States-PRC income tax treaty or that fails to treat any such gain as PRC-source would generally not be\nable to use any foreign tax credit arising from any PRC tax imposed on the disposition of the ADSs or ordinary shares unless such credit\ncan be applied (subject to applicable limitations) against United States federal income tax due on other foreign source income in the\nappropriate category for foreign tax credit purposes. U.S. Holders are urged to consult their tax advisors regarding the tax consequences\nif a foreign tax is imposed on a disposition of the ADSs or ordinary shares, including the availability of the foreign tax credit under\ntheir particular circumstances.\n\n \n\n**Passive\nforeign investment company rules**\n\n \n\nAs discussed above, we believe we were a PFIC for U.S. federal income tax purposes for our taxable year ended December\n31, 2025, and there is a risk that we will continue to be treated as a PFIC for future taxable years. If\nwe are classified as a PFIC for any taxable year during which a U.S. Holder holds the ADSs or ordinary shares, unless the U.S. Holder\nmakes a mark-to-market election (as described below), the U.S. Holder will, except as discussed below, be subject to special tax rules\nthat have a penalizing effect, regardless of whether we remain a PFIC, on (1) any excess distribution that we make to the U.S. Holder\n(which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions\npaid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the ADSs or ordinary shares), and\n(2) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of ADSs or ordinary shares.\nUnder the PFIC rules:\n\n \n\n \n●\nthe\nexcess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares;\n\n \n \n \n\n \n●\nthe\namount of the excess distribution or gain allocated to the taxable year of the distribution or disposition 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, or a pre-PFIC year,\nwill be taxable as ordinary income; and\n\n \n \n \n\n \n●\nthe\namount of the excess distribution or gain allocated to each taxable year other than the taxable year of the distribution or disposition\nor a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to such U.S. Holder, and the interest charge\ngenerally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.\n\n \n\nIf we are a PFIC for any taxable year\nduring which a U.S. Holder holds the ADSs or ordinary shares and any of our non-United States subsidiaries is also a PFIC, such U.S.\nHolder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application\nof these rules. Each U.S. Holder is advised to consult its own tax advisors regarding the application of the PFIC rules to any of our\nsubsidiaries.\n\n \n\n131\n\n \n\n  \n\nIf\nwe are a PFIC at any time when a U.S. Holder holds the ADSs or ordinary shares we will generally continue to be treated as a PFIC\nwith respect to the U.S. Holder for all succeeding years during which the U.S. Holder holds the ADSs or ordinary shares even if we\ncease to be a PFIC. However, if we cease to be a PFIC, provided that a U.S. Holder has not made a mark-to-market election (described\nbelow), such U.S. Holder can avoid the continuing impact of the PFIC rules by making a special election, a “Purging\nElection”, to recognize gain in the manner described above as if the ADSs or ordinary shares had been sold on the last day of\nthe last taxable year during which we were a PFIC. In addition, for a U.S. Holder making such an election, a new holding period\nwould be deemed to begin for the ADSs or ordinary shares for purposes of the PFIC rules. After the Purging Election, the ADSs or\nordinary shares with respect to which the Purging Election was made will not be treated as shares in a PFIC, and, as a result, the\nU.S. Holder will not be subject to the rules described above with respect to any “excess distribution” the U.S. Holder\nreceives from us or any gain from an actual sale or other disposition of the ADSs or ordinary shares, unless we subsequently become\na PFIC. The rules dealing with the Purging Election are very complex, and each U.S. Holder should consult its tax advisers\nregarding the possibility and considerations of making a Purging Election.\n\n \n\nIf\nthe ADSs were “regularly traded” on a “qualified exchange,” as defined in applicable Treasury Regulations, a\nU.S. Holder could make a mark-to-market election that would result in tax treatment different from the general tax treatment for PFICs\ndescribed above. However, because the prices of the ADSs are currently quoted on the OTC market, we do not believe\nmark-to-market treatment of the ADSs is available for as long as the ADSs continue to be delisted from, or not regularly traded on, the\nNYSE or any other qualified stock exchange. U.S. Holders that made (or wish to make) a mark-to-market election with respect to a taxable\nyear for which the election may be available should consult their tax advisers regarding the availability and advisability of making\nthe election in their particular circumstances and the effect the election would have on their income inclusion with respect to, and\nthe tax basis in, their ADSs.\n\n \n\nIf\na mark-to-market election is able to be made and is made, the U.S. Holder will generally (1) include as ordinary income for each taxable\nyear that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax\nbasis of such ADSs and (2) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the ADSs over the fair market\nvalue of such ADSs held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result\nof the mark-to-market election. The U.S. Holder’s adjusted tax basis in the ADSs would be adjusted to reflect any income or loss\nresulting from the mark-to-market election. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC,\nany gain recognized upon the sale or other disposition of the ADSs will be treated as ordinary income and loss will be treated as ordinary\nloss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. Because our\nordinary shares are not listed on a stock exchange, U.S. Holders will not be able to make a mark-to-market election with respect to our\nordinary shares.\n\n \n\nIf\na U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified\nas a PFIC, the U.S. Holder will not be required to take into account the mark-to-market gain or loss described above during any period\nthat such corporation is not classified as a PFIC.\n\n \n\nBecause\na mark-to-market election cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market election\nwith respect to the ADSs may continue to be subject to the general PFIC rules with respect to such U.S. Holder’s indirect interest\nin any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.\n\n \n\n132\n\n \n\n \n\nWe\ndo not intend to provide information necessary for U.S. Holders to make qualified electing fund elections, which, if available, would\nresult in tax treatment different from the general tax treatment for PFICs described above.\n\n \n\nIn\naddition, if a U.S. Holder owns the ADSs or ordinary shares during any taxable year that we are a PFIC, the holder must file an annual\ninformation return with the IRS. Each U.S. Holder is urged to consult its tax advisor concerning the U.S. federal income tax consequences\nof holding and disposing of ADSs or ordinary shares if we are or become a PFIC, including the possibility of making a mark-to-market\nelection and the unavailability of the qualified electing fund election.\n\n \n\n**Information\nreporting and backup withholding**\n\n \n\nCertain\nU.S. Holders are required to report information to the IRS relating to an interest in “specified foreign financial assets,”\nincluding shares issued by a non-United States corporation, for any year in which the aggregate value of all specified foreign financial\nassets exceeds US$50,000 (or a higher dollar amount prescribed by the IRS), subject to certain exceptions (including an exception for\nshares held in custodial accounts maintained with a United States financial institution). These rules also impose penalties if a U.S.\nHolder is required to submit such information to the IRS and fails to do so.\n\n \n\nIn\naddition, U.S. Holders may be subject to information reporting to the IRS and backup withholding with respect to dividends on and proceeds\nfrom the sale or other disposition of the ADSs or ordinary shares. Information reporting will apply to payments of dividends on, and\nto proceeds from the sale or other disposition of, ordinary shares or ADSs by a paying agent within the United States to a U.S. Holder,\nother than U.S. Holders that are exempt from information reporting and properly certify their exemption. A paying agent within the United\nStates will be required to withhold at the applicable statutory rate, currently 24%, in respect of any payments of dividends on, and\nthe proceeds from the disposition of, ordinary shares or ADSs within the United States to a U.S. Holder (other than U.S. Holders that\nare exempt from backup withholding and properly certify their exemption) if the holder fails to furnish its correct taxpayer identification\nnumber or otherwise fails to comply with applicable backup withholding requirements. U.S. Holders who are required to establish their\nexempt status generally must provide a properly completed IRS Form W-9.\n\n \n\nBackup\nwithholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal\nincome tax liability. A U.S. Holder generally may obtain a refund of any amounts withheld under the backup withholding rules by filing\nthe appropriate claim for refund with the IRS in a timely manner and furnishing any required information. Each U.S. Holder is advised\nto consult with its tax advisor regarding the application of the United States information reporting rules to its particular circumstances.\n\n \n\n**F.\nDividends and Paying Agents**\n\n \n\nNot\napplicable.\n\n \n\n**G.\nStatement by Experts**\n\n \n\nNot\napplicable.\n\n \n\n**H.\nDocuments on Display**\n\n \n\nWe\nhave previously filed with the SEC our registration statement on Form F-1 (File No. 333-252205), as amended, and a prospectus under the\nSecurities Act with respect to our Class A ordinary shares represented by the ADSs.\n\n \n\nWe\nare subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required\nto file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after\nthe end of each fiscal year. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained\nat prescribed rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.\nThe public may obtain information regarding the Washington, D.C. Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC\nalso maintains a website at *www.sec.gov* that contains reports, proxy and information statements, and other information regarding\nregistrants that make electronic filings with the SEC using its EDGAR system.\n\n \n\n133\n\n \n\n \n\nAs\na foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of quarterly reports\nand proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing\nprofit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file\nperiodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered\nunder the Exchange Act.\n\n \n\nWe\nwill furnish the Bank of New York Mellon, the depositary, with our annual reports, which include a review of operations and annual audited\nconsolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meeting and other reports\nand communications that are made generally available to our shareholders. The depositary makes such notices, reports and communications\navailable to holders of ADSs and, upon our request, mails to all record holders of ADSs the information contained in any notice of a\nshareholders’ meeting received by the depositary from us.\n\n \n\n**I.\nSubsidiary Information**\n\n \n\nNot\napplicable.\n\n \n\n**J.\nAnnual Reports to Security Holders**\n\n \n\nNot\napplicable."}