{"url_path":"/sec/tc/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/1743340/0001213900-26-053942-index.html","accession_number":"0001213900-26-053942","cik":"0001743340","ticker":"TC","issuer_name":"Token Cat Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1743340/0001213900-26-053942-index.html","primary_entity_key":"0001743340","primary_entity_name":"Token Cat Ltd"},"word_count":6819,"has_tables":true,"body_markdown":"** **\n\n**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\nare an exempted company with limited liability incorporated under the laws of the Cayman Islands and our affairs are governed by our\nmemorandum and articles of association, as amended and restated from time to time, and Companies Act (Revised) of the Cayman Islands,\nwhich we refer to as the Companies Act below, and the common law of the Cayman Islands.\n\n \n\nWe incorporate by reference\ninto this annual report our Ninth Amended and Restated Memorandum and Articles of Association, filed as Exhibit 99.1 of Form 6-K furnished\non February 3, 2026 to the Securities and Exchange Commission. Our shareholders adopted our eighth amended and restated memorandum and\narticles of association by a special resolution of the shareholders on February\n\n \n\n3, 2026.See Exhibit 2.4 to\nthis annual report for a summary description of material rights and obligations of our securities provided under the currently effective\nmemorandum and articles of association.\n\n**  **\n\n87\n\n \n\n** **\n\n**C.\nMaterial Contracts**\n\n \n\nWe entered into a securities purchase agreement with certain accredited\ninvestors on November 21, 2022 to offer and sell (1) 3,654,546 ADSs, (2) the Pre-Funded Warrants to purchase 1,800,000 ADSs in lieu of\nthe ADSs at an exercise price of US$0.001 per ADS, and (3) the Warrants to purchase up to 5,454,546 ADSs at an exercise price of US$2.75\nper ADS (the “November 2022 Offering”). Each Pre-Funded Warrant is exercisable for one ADS at an exercise price of US$0.001.\nThe combined purchase price of each Pre-Funded Warrant and the accompanying Warrants is US$2.749. The Pre-Funded Warrants are exercisable\nimmediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. Each Warrant is exercisable for\none ADS at an exercise price of US$2.75 per ADS. The Warrants will be immediately exercisable and will expire on the fifth anniversary\nof the original issuance date. As of December 31, 2025, 1,800,000 pre-funded warrants had been exercised.\n\n \n\nWe entered into a securities purchase agreement with certain accredited\ninvestors on October 24, 2024 to offer and sell (1) 241,677 ADSs and 520,042 pre-funded warrants to purchase ADSs (“Pre-Funded Warrant”)\nand (2) 761,719 ADSs warrants to purchase ADSs(“Warrant”) (the “October 2024 Offering”). Each Warrant is exercisable\nto purchase one ADS for $1.45 and each Pre-Funded Warrant is exercisable to purchase one ADS for $0.001. The Pre-Funded Warrants are exercisable\nimmediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Warrants will be immediately\nexercisable and will expire on the fifth anniversary of the original issuance date. As of December 31, 2025, 520,042 pre-funded warrants\nhad been exercised.\n\n \n\n We\nentered into a securities purchase agreement with certain non-U.S. persons (as defined in Regulation S under the Securities Act of 1933,\nas amended) on February 28, 2025 to offer and sell up to an aggregate of 7,357,500,000 Class A ordinary shares, par value US$0.0001 per\nshare, at a purchase price of US$0.0031317 per share, for an aggregate purchase price of approximately US$23.04 million (the “February\n2025 Offering”). The shares were offered and sold in a private placement conducted outside the United States in reliance on Regulation\nS under the Securities Act. The net proceeds from the offering are intended to be used for working capital and other general corporate\npurposes.\n\n \n\nWe\nhave not entered into any material contracts other than in the ordinary course of business and other than those described in “Item\n4. Information on the Company,” “Item 7. Major Shareholders and Related Party Transactions-B. Related Party Transactions,”\nin this “Item 10. Additional Information-C. Material Contracts” or elsewhere in this annual report on Form 20-F.\n\n** **\n\n**D.\nExchange Controls**\n\n \n\nSee “Item 4. Information\non the Company-B. Business Overview-Regulation-Regulations Relating to Foreign Currency Exchange”.\n\n \n\n**E.\nTaxation**\n\n \n\nThe\nfollowing discussion of material Cayman Islands, PRC and United States federal income tax consequences of an investment in the ADSs or\nClass A ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of\nwhich are subject to change. This discussion does not deal with all possible tax consequences relating to an investment in the ADSs or\nClass A ordinary shares, such as the tax consequences under state, local and other tax laws.\n\n** **\n\n**Cayman\nIslands Taxation**\n\n \n\nThe\nCayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is\nno taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government\nof the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the\njurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties applicable to payments to or by our company.\nThere are no exchange control regulations or currency restrictions 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 our shares, nor will gains derived from the disposal of the shares be subject\nto Cayman Islands income or corporation tax.\n\n \n\n88\n\n \n\n \n\nPursuant\nto Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, we may apply for an undertaking from the Financial Secretary\nof the Cayman Islands:\n\n \n\n \n●\nThat\nno law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income, gains or appreciations shall apply\nto us or our operations; and\n\n \n \n \n\n \n●\nin\naddition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance\ntax shall be payable (i) on or in respect of the shares, debentures or other obligations of the Company; or (ii) by way of the withholding\nin whole or in part of any relevant payment as defined in section 6(3) of the Tax Concessions Act (As Revised).\n\n** **\n\n**PRC\nTaxation**\n\n \n\nSee\n“Item 4. Information on the Company-B. Business Overview-Regulation-Regulations Relating to Tax.”\n\n** **\n\n**United\nStates Federal Income Taxation**\n\n \n\nThe\nfollowing discussion is a summary of material United States federal income tax considerations relating to the ownership and disposition\nof the ADSs, ordinary shares, the Warrants or the Pre-Funded Warrants by a U.S. Holder, as defined below, that holds the ADSs, ordinary\nshares, the Warrants or the Pre-Funded Warrants as “capital assets” (generally, property held for investment) under the United\nStates Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing United States federal\nincome tax law as of the date of this annual report, which is subject to differing interpretations or change, possibly with retroactive\neffect. No ruling has been sought from the Internal Revenue Service (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. This\ndiscussion does not address all aspects of United States federal income taxation that may be important to particular investors in light\nof their individual circumstances, including investors subject to special tax rules (such as, for example, financial institutions, insurance\ncompanies, regulated investment companies, real estate investment trusts, broker-dealers, traders in securities that elect mark-to-market\ntreatment, partnerships or other pass-through entities and their partners or investors, tax-exempt organizations (including private foundations)),\ninvestors who are subject to special tax accounting rules under Section 451(b) of the Code, investors who are not U.S. Holders, investors\nthat own (directly, indirectly, or constructively) the ADSs, ordinary shares, the Warrants or the Pre-Funded Warrants representing 10%\nor more of our stock (by vote or by value), investors that hold their ADSs, ordinary shares, Warrants or Pre-Funded Warrants as part\nof a straddle, hedge, conversion, constructive sale or other integrated transaction, or investors that have a functional currency other\nthan the U.S. dollar, persons who acquired the ADSs, ordinary shares, the Warrants or the Pre-Funded Warrants pursuant to the exercise\nof any employee share option or otherwise as compensation, or certain former citizens or long-term residents of the United States, all\nof whom may be subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not address\nany United States federal non-income, state or local, or non-United States tax considerations, the alternative minimum tax, or the Medicare\ncontribution tax on net investment income. Each potential investor is urged to consult its tax advisor regarding the United States federal,\nstate or local and non-United States income and other tax considerations of an investment in the ADSs, ordinary shares, the Warrants\nor the Pre-Funded Warrants.\n\n** **\n\n**General**\n\n \n\nFor\npurposes of this discussion, a “U.S. Holder” is a beneficial owner of the ADSs, ordinary shares, the Warrants or the Pre-Funded\nWarrants that is, for United States federal income tax purposes, (1) an individual who is a citizen or resident of the United States,\n(2) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under\nthe laws of, the United States or any state thereof or the District of Columbia, (3) an estate the income of which is includible in gross\nincome for United States federal income tax purposes regardless of its source, or (4) a trust (a) the administration of which is subject\nto the primary supervision of a United States court and which has one or more United States persons who have the authority to control\nall substantial decisions of the trust or (b) that has otherwise elected to be treated as a United States person under the Code.\n\n \n\n89\n\n \n\n \n\nIf\na partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of the ADSs,\nordinary shares, the Warrants or the Pre-Funded Warrants, the tax treatment of a partner in the partnership will depend upon the status\nof the partner and the activities of the partnership. Partnerships and partners of a partnership holding the ADSs, ordinary shares, the\nWarrants or the Pre-Funded Warrants are urged to consult their tax advisors regarding an investment in the ADSs, ordinary shares, the\nWarrants or the Pre-Funded Warrants.\n\n \n\nThe\ndiscussion below assumes the deposit agreement and any related agreement will be complied with in accordance with its terms.\n\n \n\nFor\nUnited States federal income tax purposes, a U.S. Holder of ADSs will generally be treated as the beneficial owner of the underlying\nshares represented by the ADSs. Accordingly, exchanges of ordinary shares for ADSs will generally not be subject to United States federal\nincome tax.\n\n** **\n\n**Passive\nforeign investment company considerations**\n\n \n\nA\nnon-United States corporation, such as our company, will be classified as a “passive foreign investment company,” or PFIC,\nfor United States federal income tax purposes, if, in the case of any particular fiscal year, either (1) 75% or more of its gross income\nfor such year consists of certain types of “passive” income or (2) 50% or more of its average quarterly assets during such\nyear is attributable to assets that produce or are held for the production of passive income. For this purpose, cash is categorized as\na passive asset and the company’s unbooked intangibles associated with active business activities may generally be classified as\nactive assets. 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 our proportionate share of the assets and earning our proportionate share of the income\nof any other non-United States corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.\n\n \n\nThe\ndetermination of whether we will be or become a PFIC will depend upon the composition of our income (which may differ from our historical\nresults and current projections) and assets and the value of our assets from time to time, including, in particular the value of our\ngoodwill and other unbooked intangibles (which may depend upon the market value of the ADSs or ordinary shares from time-to-time and\nmay be volatile). In addition, although the law in this regard is unclear, we historically treated the VIEs as being owned by us for\nUnited States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also\nbecause we are entitled to substantially all of their economic benefits, and, as a result, we combine and consolidate their operating\nresults in our consolidated financial statements. Assuming that we were the owner of the VIEs for United States federal income tax purposes\nin the applicable periods, based upon the historical and current value of our assets, composition of our income and assets and value\nof the ADSs and ordinary shares, we do not believe we were classified as a PFIC for the fiscal year ended December 31, 2024 and we do\nnot expect to be classified as a PFIC for the current fiscal year. Among other matters, if our market capitalization declines, we may\nbe classified as a PFIC for the current fiscal year or future fiscal years. It is also possible that the IRS, may challenge our classification\nor valuation of our goodwill and other unbooked intangibles, which may result in our company being, or becoming classified as, a PFIC\nfor the current fiscal year or one or more future fiscal years.\n\n \n\nThe\ndetermination of whether we will be or become a PFIC may also depend, in part, on how, and how quickly, we use our liquid assets and\ncash. Under circumstances where we retain significant amounts of liquid assets, or if the VIEs were not treated as owned by us for United\nStates federal income tax purposes for the applicable periods, our risk of being classified as a PFIC may substantially increase. Because\nthere are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close\nof each fiscal year, there can be no assurance that we will not be a PFIC for the fiscal year ended December 31, 2024 or any future fiscal\nyear or that the IRS will not take a contrary position. If we are classified as a PFIC for any year during which a U.S. Holder holds\nthe ADSs or ordinary shares, we generally would continue to be treated as a PFIC for all succeeding years during which such U.S. holder\nholds the ADSs or ordinary shares.\n\n \n\nThe\ndiscussion below under “Taxation of distributions on ADSs and ordinary shares” and “Sale or other disposition of ADSs\nor ordinary shares” is written on the basis that we will not be classified as a PFIC for United States federal income tax purposes.\n\n \n\nThe\nUnited States federal income tax rules that apply if we are classified as a PFIC for the current fiscal year or any subsequent fiscal\nyear are discussed below under “Passive foreign investment company rules.”\n\n \n\n90\n\n \n\n \n\n**Taxation\nof distributions on ADSs and ordinary shares**\n\n \n\nSubject\nto the PFIC rules described below, any cash distributions (including the amount of any PRC tax withheld) paid on the ADSs or ordinary\nshares out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, will\ngenerally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the\nU.S. Holder, in the case of ordinary shares, or by the depositary bank, in the case of ADSs. Because we do not intend to determine our\nearnings and profits on the basis of United States federal income tax principles, any distribution will generally be treated as a “dividend”\nfor United States federal income tax purposes. Under current law, a non-corporate recipient of dividend income will generally be subject\nto tax on dividend income from a “qualified foreign corporation” at the lower rates applicable to “qualified dividend\nincome” rather than the marginal tax rates generally applicable to ordinary income, provided that certain holding period and other\nrequirements are met.\n\n \n\nA\nnon-United States corporation (other than a corporation that is classified as a PFIC for the fiscal year in which the dividend is paid\nor the preceding fiscal year) will generally be considered to be a qualified foreign corporation (1) if it is eligible for the benefits\nof a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory\nfor purposes of this provision and which includes an exchange of information program, or (2) with respect to any dividend it pays on\nstock (or ADSs in respect of such stock) which is readily tradable on an established securities market in the United States. The ADSs\nare listed on NASDAQ. We believe, but cannot assure you, that the ADSs will be readily tradable on an established securities market in\nthe United States and that we will be a qualified foreign corporation with respect to dividends paid on the ADSs. Since we do not expect\nthat our ordinary shares will be listed on established securities markets, it is unclear whether dividends that we pay on our ordinary\nshares that are not backed by ADSs currently meet the conditions required for the reduced tax rate. There can be no assurance that the\nADSs will continue to be considered readily tradable on an established securities market in later years. In the event we are deemed to\nbe a PRC resident enterprise under the Enterprise Income Tax Law (see “-PRC Taxation”), we may be eligible for the benefits\nof the Agreement Between the Government of the United States of America and the Government of the People’s Republic of China for\nthe Avoidance of Double Taxation and the Prevention of Tax Evasion with Respect to Taxes on Income, or the United States-PRC income tax\ntreaty (which the Secretary of the Treasury of the United States has determined is satisfactory for this purpose), in which case we would\nbe treated as a qualified foreign corporation with respect to dividends paid on our ordinary shares (regardless of whether such shares\nare backed by ADSs) or ADSs. U.S. Holders are urged to consult their tax advisors regarding the availability of the reduced tax rate\non dividends in their particular circumstances. Dividends received on the ADSs or ordinary shares will not be eligible for the dividends\nreceived deduction allowed to qualifying corporations under the Code.\n\n \n\nFor\nUnited States foreign tax credit purposes, dividends paid on the ADSs or ordinary shares will generally be treated as income from foreign\nsources and will generally constitute passive category income. In the event that we are deemed to be a PRC resident enterprise under\nthe Enterprise Income Tax Law, a U.S. Holder may be subject to PRC withholding taxes on dividends paid, if any, on the ADSs or ordinary\nshares. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign\nwithholding taxes imposed on dividends received on the ADSs or ordinary shares. A U.S. Holder who does not elect to claim a foreign tax\ncredit for foreign tax withheld may instead claim a deduction for United States federal income tax purposes in respect of such withholding,\nbut only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax\ncredit are complex. U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their\nparticular circumstances.\n\n \n\n91\n\n \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 disposition\nof ADSs or ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the holder’s\nadjusted tax basis in such ADSs or ordinary shares. Any capital gain or loss will be long-term capital gain or loss if the ADSs or ordinary\nshares have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit\npurposes. Long-term capital gains of non-corporate U.S. Holders are currently eligible for reduced rates of taxation. In the event that\nwe are treated as a PRC resident enterprise under the EIT Law, and gain from the disposition of the ADSs or ordinary shares is subject\nto tax in the PRC (see “-PRC Taxation”), such gain may be treated as PRC source gain for foreign tax credit purposes under\nthe United States-PRC income tax treaty. The deductibility of a capital loss may be subject to limitations. U.S. Holders are urged to\nconsult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of the ADSs or ordinary shares,\nincluding the availability of the foreign tax credit under their particular circumstances.\n\n** **\n\n**Passive\nforeign investment company rules**\n\n \n\nIf\nwe are classified as a PFIC for any fiscal year during which a U.S. Holder holds the ADSs or ordinary shares, unless the U.S. Holder\nmakes one of certain elections (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 fiscal year to a U.S. Holder that is greater than 125% of the average annual distributions\npaid in the three preceding fiscal 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 fiscal year of distribution or gain and to any fiscal years in the U.S.\nHolder’s holding period prior to the first fiscal year in which we are classified as a PFIC (each such fiscal year, a pre-PFIC\nyear) will be taxable as ordinary income; and\n\n \n \n \n\n \n●\nthe\namount of the excess distribution or gain allocated to each prior fiscal year, other than the current fiscal year of distribution\nor gain or a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the individuals or corporations,\nas appropriate, for that other fiscal year, and will be increased by an additional tax equal to interest on the resulting tax deemed\ndeferred with respect to each such other fiscal year.\n\n \n\nIf\nwe are a PFIC for any fiscal year during which a U.S. Holder holds the ADSs or ordinary shares and any of our non-United States subsidiaries\nor other corporate entities in which we own equity interests is also a PFIC, such U.S. Holder would be treated as owning a proportionate\namount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. Each U.S. Holder is advised to\nconsult its tax advisors regarding the application of the PFIC rules to any of our lower-tier PFICs.\n\n \n\nIf\nwe are a PFIC for any fiscal year during which a U.S. Holder holds the ADSs or ordinary shares, we will continue to be treated as a PFIC\nwith respect to such U.S. Holder for all succeeding years during which the U.S. Holder holds the ADSs or ordinary shares, unless we were\nto cease to be a PFIC and the U.S. Holder makes a “deemed sale” election with respect to the ADSs or ordinary shares. If\nsuch election is made, the U.S. Holder will be deemed to have sold the ADSs or ordinary shares it holds at their fair market value and\nany gain from such deemed sale would be subject to the rules described in the preceding two paragraphs. After the deemed sale election,\nso long as we do not become a PFIC in a subsequent fiscal year, the ADSs or ordinary shares with respect to which such election was made\nwill not be treated as shares in a PFIC and, as a result, the U.S. Holder will not be subject to the rules described above with respect\nto any “excess distribution” the U.S. Holder receives from us or any gain from an actual sale or other disposition of the\nADSs or ordinary shares. Each U.S. Holder is strongly urged to consult its tax advisors as to the possibility and consequences of making\na deemed sale election if we are and then cease to be a PFIC and such an election becomes available to the U.S. Holder.\n\n \n\n92\n\n \n\n \n\nAs\nan alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with\nrespect to the ADSs, provided that the ADSs are “regularly traded” (as specially defined) on NASDAQ, which is a qualified\nexchange or other market for these purposes. No assurances may be given regarding whether the ADSs qualify, or will continue to qualify,\nas being regularly traded in this regard. If a mark-to-market election is made, the U.S. Holder will generally (1) include as ordinary\nincome for each fiscal year that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the fiscal year\nover the U.S. Holder’s adjusted tax basis in such ADSs and (2) deduct as an ordinary loss the excess, if any, of the U.S. Holder’s\nadjusted tax basis in the ADSs over the fair market value of such ADSs held at the end of the fiscal year, but only to the extent of\nthe net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in\nthe ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes an effective\nmark-to-market election, in each year that we are a PFIC any gain recognized upon the sale or other disposition of the ADSs will be treated\nas ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income\nas a result of the mark-to-market election. Because our ordinary shares, Warrants and Pre-Funded Warrants are not listed on a stock exchange,\nU.S. Holders will not be able to make a mark-to-market election with respect to our ordinary shares, Warrants and Pre-Funded Warrants.\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 of our non-United States subsidiaries or other corporate entities in which we own equity interests that is classified as a PFIC.\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\nAs\ndiscussed above under “Taxation of distributions on ADSs and ordinary shares,” dividends that we pay on the ADSs or ordinary\nshares will not be eligible for the reduced tax rate that applies to qualified dividend income if we are classified as a PFIC for the\nfiscal year in which the dividend is paid or the preceding fiscal year. In addition, if a U.S. Holder owns the ADSs or ordinary shares\nduring any fiscal year that we are a PFIC, the holder must file an annual information return with the IRS. Each U.S. Holder is urged\nto consult its tax advisor concerning the United States federal income tax consequences of purchasing, holding, and disposing ADSs or\nordinary shares if we are or become a PFIC, including the possibility of making a mark-to-market election and the unavailability of the\nqualified electing fund election.\n\n** **\n\n**Taxation\nof the Pre-Funded Warrants**\n\n \n\nAlthough\nthe law in this area is not completely settled, the Pre-Funded Warrants are generally expected to be treated as outstanding stock for\nU.S. federal income tax purposes. Accordingly, upon exercise, no income, gain or loss should be recognized upon the exercise of a Pre-Funded\nWarrants, and the holding period of a Pre-Funded Warrants should carry over to the ADS received. The tax basis of the Pre-Funded Warrants\nshould carry over to the ADS received upon exercise increased by the exercise price. U.S. Holders contemplating the acquisition of Pre-Funded\nWarrants should discuss with their personal tax advisor the consequences of the purchase, ownership and disposition of the Pre-Funded\nWarrants, as well as the exercise of, certain adjustments to, and any payments in respect of the Pre-Funded Warrants (including potential\nalternative characterizations).\n\n* *\n\n*Distributions*\n\n \n\nThe\ntaxation of a distribution received with respect to a Pre-Funded Warrants is unclear. It is possible such a distribution would be treated\nas a distribution as described above under “-Taxation of distributions on ADSs and ordinary shares” and “-Passive foreign\ninvestment company rules”, although other treatments may also be possible. Notwithstanding the foregoing, we do not believe that\nthe Pre-Funded Warrants will be readily tradable on an established securities market in the United States and therefore we will not be\na qualified foreign corporation with respect to distributions paid on the Pre-Funded Warrants, if any. U.S. Holders should consult their\ntax advisors regarding the proper treatment of any payments in respect of the Pre-Funded Warrants.\n\n \n\n93\n\n \n\n \n\n*Sale\nor other taxable disposition of Pre-Funded Warrants*\n\n \n\nUpon\nthe sale, exchange or other taxable disposition of a Pre-Funded Warrants, in general, a U.S. Holder will recognize taxable gain or loss\nmeasured by the difference, if any, between (1) the amount of cash and the fair market value of any property received upon such taxable\ndisposition, and (2) such U.S. Holder’s adjusted tax basis in the Pre-Funded Warrant. Such gain or loss generally will be taxed\nas described above under “-Sale or other disposition of ADSs or ordinary shares.” It is not entirely clear how various aspects\nof the rules described above in “-Passive foreign investment company rules” would apply to the sale of a Pre-Funded Warrants,\nincluding whether a U.S. Holder would be able to make a mark-to-market election or a qualified electing fund election with respect to\nits Pre-Funded Warrants. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to their ownership\nof Pre-Funded Warrants.\n\n* *\n\n*Exercise\nof Pre-Funded Warrants*\n\n \n\nIf\nwe are a PFIC for any fiscal year during which a U.S. Holder holds the Pre-Funded Warrants, we will continue to be treated as a PFIC\nwith respect to such U.S. Holder for all succeeding years during which the U.S. Holder holds the Pre-Funded Warrants or ADSs received\nupon exercise of the Pre-Funded Warrants. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules\nto their ownership of Pre-Funded Warrants.\n\n* *\n\n*Certain\nadjustments to the Pre-Funded Warrants*\n\n \n\nUnder\nSection 305 of the Code, an adjustment to the number of ADSs that will be issued on the exercise of the Pre-Funded Warrants, or an adjustment\nto the exercise price of the Pre-Funded Warrants, may be treated as a constructive distribution to U.S. Holders if, and to the extent\nthat, such adjustment has the effect of increasing the U.S. Holder’s proportionate interest in our earnings and profits or assets,\ndepending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other\nproperty to our stockholders). Any such constructive distribution would be taxable whether or not there is an actual distribution of\ncash or other property. See above under “-Taxation of distributions on ADSs and ordinary shares,” “-Passive foreign\ninvestment company rules” and “-Taxation of the Pre-Funded Warrants-Distributions.”\n\n** **\n\n**Taxation\nof the Warrants**\n\n* *\n\n*Sale\nor other taxable disposition of the Warrants*\n\n \n\nUpon\nthe sale, exchange or other taxable disposition of a Warrant, in general, a U.S. Holder will recognize taxable gain or loss measured\nby the difference, if any, between (1) the amount of cash and the fair market value of any property received upon such taxable disposition,\nand (2) such U.S. Holder’s adjusted tax basis in the Warrant. Such gain or loss generally will be taxed as described above under\n“-Sale or other disposition of ADSs or ordinary shares.” It is not entirely clear how various aspects of the rules described\nabove in “-Passive foreign investment company rules” would apply to the sale of a Warrant. However, a U.S. Holder may not\nmake a mark-to-market election or a qualified electing fund election with respect to its Warrants. As a result, if a U.S. Holder sells\nor otherwise disposes of Warrants and we were a PFIC at any time during the U.S. Holder’s holding period of such Warrants, any\ngain recognized generally would be treated as an excess distribution, taxed as described above. U.S. Holders should consult their tax\nadvisors regarding the application of the PFIC rules to their ownership of Warrants.\n\n* *\n\n*Exercise\nof Warrants*\n\n \n\nUpon\nthe exercise of a Warrant for cash, in general, U.S. holders will not recognize gain or loss for U.S. federal income tax purposes. A\nU.S. Holder’s initial tax basis in the ADSs received will equal such U.S. Holder’s adjusted tax basis in the Warrant exercised\nincreased by the exercise price. It is unclear whether U.S. Holder’s holding period for the ADSs received on exercise will commence\non the day of exercise or the following day; however, in either case, the holding period will not include the holding period of the Warrant.\nIf we are a PFIC for any fiscal year during which a U.S. Holder holds the Warrants, we will continue to be treated as a PFIC with respect\nto such U.S. Holder for all succeeding years during which the U.S. Holder holds the Warrants or ADSs received upon exercise of the Warrant.\nU.S. Holders should consult their tax advisors regarding the application of the PFIC rules to their ownership of Warrants.\n\n \n\n94\n\n \n\n \n\n*Expiration\nof Warrants*\n\n \n\nA\nU.S. Holder who allows a Warrant to expire will generally recognize a loss for U.S. federal income tax purposes equal to the adjusted\ntax basis of the Warrant. In general, such a loss will be a capital loss, and will be a short-term or long-term capital loss depending\non the holder’s holding period for the Warrant.\n\n* *\n\n*Certain\nadjustments to the Warrants*\n\n \n\nUnder\nSection 305 of the Code, an adjustment to the number of ADSs that will be issued on the exercise of the Warrants, or an adjustment to\nthe exercise price of the Warrants, may be treated as a constructive distribution to U.S. Holders if, and to the extent that, such adjustment\nhas the effect of increasing the U.S. Holder’s proportionate interest in our earnings and profits or assets, depending on the circumstances\nof such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to our stockholders).\nAdjustments to the exercise price of Warrants made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing\ndilution of the interest of the holders of the Warrants should generally not be considered to result in a constructive distribution.\nAny such constructive distribution would be taxable whether or not there is an actual distribution of cash or other property. See above\nunder “-Taxation of distributions on ADSs and ordinary shares” and “-Passive foreign investment company rules.”\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”\n(as defined in the Code), including shares issued by a non-United States corporation, for any year in which the aggregate value of all\nspecified foreign financial assets exceeds $50,000 (or a higher dollar amount prescribed by the IRS), subject to certain exceptions (including\nan exception for shares held in custodial accounts maintained with a United States financial institution). These rules also impose penalties\nif a U.S. Holder 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, ordinary shares, the Warrants or the Pre-Funded Warrants. Information reporting will\napply to payments of dividends on, and to proceeds from the sale or other disposition of the ADSs, ordinary shares, the Warrants or the\nPre-Funded Warrants by a paying agent within the United States to a U.S. Holder, other than U.S. Holders that are exempt from information\nreporting and properly certify their exemption. A paying agent within the United States will be required to withhold at the applicable\nstatutory rate, currently 24%, in respect of any payments of dividends on, and the proceeds from the disposition of, the ADSs, ordinary\nshares, the Warrants or the Pre-Funded Warrants within the United States to a U.S. Holder (other than U.S. Holders that are exempt from\nbackup withholding and properly certify their exemption) if the holder fails to furnish its correct taxpayer identification number or\notherwise fails to comply with applicable backup withholding requirements. U.S. Holders who are required to establish their exempt status\ngenerally must provide a properly completed IRS Form W-9. Backup withholding is not an additional tax. Amounts withheld as backup withholding\nmay be credited against a U.S. Holder’s United States federal income tax liability. A U.S. Holder generally may obtain a refund\nof any amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS in a timely manner\nand furnishing any required information. Each U.S. Holder is advised to consult with its tax advisor regarding the application of the\nUnited States information reporting rules to their 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\n95\n\n \n\n** **\n\n**H.\nDocuments on display**\n\n \n\nWe\nhave previously filed with the SEC our registration statement on Form F-1 (File Number 333-227940), as amended, to register our ordinary\nshares in relation to our initial public offering.\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 web site at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants\nthat make electronic filings with the SEC using its EDGAR system.\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 of the ADSs, with all notices of shareholders’ meetings and other reports\nand communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications\navailable to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of\na shareholders’ meeting received by the depositary from us. We will, upon request, furnish our shareholders with our annual reports,\nwhich will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP.\n\n** **\n\n**I.\nSubsidiary Information**\n\n \n\nFor\na list of our significant subsidiaries, see “Item 4. Information on the Company-C. Organizational Structure.”\n\n** **\n\n**J.\nAnnual Report to Security Holders**\n\n \n\nNot\napplicable."}