{"url_path":"/sec/tghl/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Additional Information.**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2024114/0001493152-26-023959-index.html","accession_number":"0001493152-26-023959","cik":"0002024114","ticker":"TGHL","issuer_name":"GrowHub Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2024114/0001493152-26-023959-index.html","primary_entity_key":"0002024114","primary_entity_name":"GrowHub Ltd"},"word_count":5186,"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 the description of our amended and restated memorandum and articles of association,\nExhibit 3.1, and the description of differences in corporate laws contained in our registration statement on Form F-1 (File No. 333-286923),\nas amended, initially filed with the SEC on May 2, 2025.\n\n \n\n**C.\nMaterial contracts.**\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” 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\n**E.\nTaxation.**\n\n \n\n*The\nfollowing are material Cayman Islands tax, Singapore tax and U.S. federal income tax considerations relevant to an investment in our\nClass A Ordinary Shares. This discussion does not address all of the tax consequences that may be relevant in light of the investor’s\nparticular circumstances. Investors and potential investors should consult their tax advisers regarding Singapore, U.S. federal, state\nand local, and non-U.S. tax consequences of owning and disposing of our Class A Ordinary Shares in their particular circumstances.*\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\nis no 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\nthe jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers of\nshares of, Cayman Islands companies (except those which hold interests in land in the Cayman Islands). There are no exchange control\nregulations or currency restrictions in the Cayman Islands.\n\n \n\nPayments\nof dividends and capital in respect of our Class A Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding\nwill be required on the payment of a dividend or capital to any holder of our Class A Ordinary Shares, nor will gains derived from the\ndisposal of our Class A Ordinary Shares be subject to Cayman Islands income or corporation tax.\n\n \n\n51\n\n \n\n \n\nNo\nstamp duty is payable in the Cayman Islands in respect of the issue of our Class A Ordinary Shares or on an instrument of transfer in\nrespect of our Class A Ordinary Shares so long as the instrument of transfer is not executed in, brought to, or produced before a court\nof the Cayman Islands.\n\n \n\nThe\nfollowing brief description of Singapore enterprise income taxation is designed to highlight the enterprise-level taxation on our earnings,\nwhich will affect the amount of dividends, if any, we are ultimately able to pay to our shareholders. See “Item 3. Key Information—Dividend\nDistributions, Cash Transfer, and Tax Consequences*.*” \n\n \n\n**Singapore\nTaxation**\n\n** **\n\n**Income\nTax**\n\n** **\n\n**Individual\nincome tax**\n\n** **\n\nAn\nindividual is considered a tax resident in Singapore for a particular year of assessment (“YA”) if, during the preceding\ncalendar year, he was physically present in Singapore or was employed in Singapore (other than as a director of a company) for 183 days\nor more, except for temporary absences.\n\n \n\nIndividual\ntaxpayers (both tax resident and non-tax resident of Singapore) are liable to pay Singapore individual income tax on income accruing\nin or derived from Singapore, with specific exemptions. Foreign-sourced income received or deemed received in Singapore by an individual\ntaxpayer is generally exempt from income tax in Singapore, irrespective of an individual’s tax residency status in Singapore, except\nwhen such income is acquired through a partnership in Singapore by the individual.\n\n \n\nBetween\ncalendar year 2016 to calendar year 2022 (i.e. YA 2017 to YA 2023), a Singapore tax resident individual is subject to tax at the progressive\nrates, ranging from 0% to 22%, after deducting qualifying personal reliefs where applicable. With effect from calendar year 2023 (i.e.\nYA 2024), a Singapore tax resident individual is subject to tax at the progressive rates, ranging from 0% to 24%. Non-Singapore tax resident\nindividuals generally face a flat tax rate of 15% on employment income or the progressive resident tax rates, whichever results in a\nhigher tax amount. All other income derived or accruing in Singapore (such as director’s fee, consultation fees, rental income\nand all other income) will be subject to a flat tax rate of 22% (up to calendar year 2022 or YA 2023), and 24% (from calendar year 2023\nor YA 2024 onwards).\n\n \n\n**Corporate\nincome tax**\n\n** **\n\nA\ncompany is considered a Singapore tax resident if the control and management of the company’s business is exercised in Singapore.\nA Singapore tax resident corporate taxpayer is liable to pay Singapore income tax on income accruing in or derived from Singapore and\nincome derived from outside Singapore (i.e. foreign-sourced income) which is received or deemed received in Singapore, unless otherwise\nexempted.\n\n \n\nTax\nexemption will be granted to a Singapore tax resident corporate taxpayer on its foreign-sourced dividends, foreign branch profits and\nforeign-sourced service income (“specified foreign income”) received or deemed to be received in Singapore, subject to satisfaction\nof the qualifying conditions.\n\n \n\nA\nnon-Singapore tax resident corporate taxpayer conducting trade or business in Singapore, is subject to Singapore income tax on income\naccruing in or derived from Singapore, and foreign-sourced income received or deemed received in Singapore.\n\n \n\nThe\nprevailing corporate tax rate in Singapore is 17% and taxpayers are entitled to claim partial tax exemption on the first S$200,000 of\na company’s normal chargeable income as follows:\n\n \n\n \n●\n75%\non the first S$10,000 of normal chargeable income; and\n\n \n \n \n\n \n●\n50%\non the next S$190,000 of normal chargeable income.\n\n \n\n52\n\n \n\n \n\nAdditionally,\nnew start-up companies will, subject to certain conditions, be eligible for partial tax exemption on the first S$200,000 of normal chargeable\nincome in their first three consecutive years of assessment as follows:\n\n \n\n \n●\n75%\nexemption on the first S$100,000 of normal chargeable income; and\n\n \n \n \n\n \n●\n50%\nexemption on the next S$100,000 of normal chargeable income.\n\n \n\n**Capital\nGains Tax**\n\n \n\nSingapore\ncurrently does not impose tax on capital gains. Any gains derived from the disposal of our Class A Ordinary Shares which are considered\nto be capital in nature will not be subject to tax in Singapore. However, gains arising from the disposal of investments may be considered\nincome in nature and if they arise from or are otherwise connected with the activities of a trade or business carried on in Singapore,\nthey may consequently be subject to Singapore income tax. There are no specific laws or regulations governing whether a gain should be\ncharacterised as income or capital in nature. The characterization of gains arising from the disposal of our Class A Ordinary Shares\nwill depend primarily on the facts and circumstances of each Shareholder. Given that the facts and circumstances of each Shareholder\nwill differ, it is recommended that Shareholders seek advice from their own tax advisers regarding the Singapore tax implications relevant\nto their individual circumstances.\n\n \n\nSingapore\noffers certainty on the non-taxability of gains derived by a corporate taxpayer from the disposal of ordinary shares (with certain exceptions)\nbetween 1 June 2012 and 31 December 2027 (both dates inclusive) where the divesting company has held at least 20% of the ordinary shares\nin the investee company for a continuous period of at least 24 months immediately preceding the disposal.\n\n \n\nAll\nShareholders and investors are advised to consult their own tax advisers concerning the Singapore income tax implications associated\nwith their subscription for, purchase, holding and disposal of our Shares.\n\n \n\nMoreover,\nShareholders who have adopted, or are required to adopt, the Singapore Financial Reporting Standards (International) (“SFRS (I)”)\n9 (Financial Instruments) may be required to recognize gains or losses in accordance with the provisions of SFRS (I) 9 irrespective of\nwhether there is any disposal of our Class A Ordinary Shares. If such is the case, any gain or loss on the Class A Ordinary Shares, if\nheld on revenue account, may be subject to taxation or deductible for Singapore income tax purposes notwithstanding such gain or loss\nbeing unrealized. Gains or losses (whether realized or unrealized) arising from our Class A Ordinary Shares held on capital account will\nnot be subject to tax or deductible. Shareholders potentially subjected to such tax treatment should seek advice from their own accounting\nand tax advisers regarding the Singapore income tax implications that may arise from the adoption of SFRS (I) 9 in relation to their\nsubscription for, purchase, holding and disposal of our Class A Ordinary Shares.\n\n \n\n**Goods\nand Services Tax (“GST”)**\n\n** **\n\nThe\nsale of our Class A Ordinary Shares by a GST-registered investor belonging in Singapore to another person belonging in Singapore is an\nexempt supply and is therefore not subject to GST. Any input GST (e.g. GST on brokerage) incurred by the GST-registered investor in making\nsuch an exempt supply is generally not recoverable from the Comptroller of GST and constitutes an additional cost to the investor, unless\ncertain conditions specified under the GST legislation or certain GST concessions are met by the investor. Where our Class A Ordinary\nShares are sold by a GST-registered investor to a person belonging outside Singapore, and the supply directly benefits:\n\n \n\n \n●\na\nperson who belongs in a country other than Singapore and who is outside Singapore at the time of the sale; or\n\n \n \n \n\n \n●\na\nGST-registered person who belongs in Singapore,\n\n \n\nthe\nsale of the Class A Ordinary Shares qualifies for zero-rating (i.e. subject to GST at 0%). As a general rule, any input GST incurred\nby a GST-registered investor in the making of this zero-rated supply in the course of or furtherance of his business activities, may\nbe recovered from the Comptroller of GST as input tax credit, subject to the normal input tax recovery rules.\n\n \n\nInvestors\nare advised to seek their own tax advice regarding the recoverability of GST incurred on expenses related to the purchase and disposition\nof our Class A Ordinary Shares. Services consisting of arranging, broking, underwriting or advising on the issue, allotment or transfer\nof ownership of our Class A Ordinary Shares provided by a GST-registered person to an investor belonging in Singapore for GST purposes\nin connection with the investor’s purchase, sale or holding of our Shares should be subject to GST at the standard rate, presently\nat 9%. Such services should qualify for zero-rating if these services are contractually supplied to an investor belonging outside Singapore\nand the supply directly benefits:\n\n \n\n \n●\na\nperson who belongs in a country other than Singapore and who is outside Singapore at the time the services are performed; or\n\n \n \n \n\n \n●\na\nGST-registered person who belongs in Singapore.\n\n \n\n53\n\n \n\n \n\n**Dividend\nDistributions**\n\n** **\n\nSingapore\noperates under the one-tier corporate taxation system (“One-Tier System”). Under the One-Tier System, the tax paid by a Singapore\ntax resident company constitutes a final tax. All dividends disbursed by a Singapore tax resident company are exempted from tax in Singapore\nfor Shareholders regardless of their tax residency and whether the Shareholder is a company or an individual. Presently, Singapore does\nnot impose withholding tax on dividends.\n\n \n\nAll\nforeign Shareholders/investors are advised to consult their own tax advisers regarding the tax laws of their respective countries of\nresidence pertaining to the dividends received by them and the applicability of any double taxation agreement between their country of\nresidence and Singapore.\n\n \n\n**Material\nU.S. Federal Income Tax Considerations**\n\n** **\n\nThe\nfollowing discussion is a summary of U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) of\nthe ownership and disposition of our Class A Ordinary Shares. This summary applies only to U.S. Holders that hold our Class A Ordinary\nShares as capital assets (generally, property held for investment) and that have the U.S. dollar as their functional currency. This summary\nis based on U.S. tax laws in effect as of the date of this annual report, on U.S. Treasury regulations in effect or, in some cases, proposed\nas of the date of this annual report, and judicial and administrative interpretations thereof available on or before such date. All of\nthe foregoing authorities are subject to change, which could apply retroactively and could affect the tax consequences described below.\nNo ruling has been sought from the Internal Revenue Service (“IRS”) with respect to any U.S. federal income tax considerations\ndescribed below, and there can be no assurance that the IRS or a court will not take a contrary position. Moreover, this summary does\nnot address the U.S. federal estate, gift, backup withholding, and alternative minimum tax considerations, or any state, local, and non-U.S.\ntax considerations, relating to the ownership and disposition of our Class A Ordinary Shares. The following summary does not address\nall aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances\nor to persons in special tax situations such as:\n\n \n\n \n●\nfinancial\ninstitutions or financial services entities;\n\n \n \n \n\n \n●\nunderwriters;\n\n \n \n \n\n \n●\ninsurance\ncompanies;\n\n \n \n \n\n \n●\npension\nplans;\n\n \n \n \n\n \n●\ncooperatives;\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●\ngrantor\ntrusts;\n\n \n \n \n\n \n●\nbroker-dealers;\n\n \n \n \n\n \n●\ntraders\nthat elect to use a mark-to-market method of accounting;\n\n \n \n \n\n \n●\ngovernments\nor agencies or instrumentalities thereof;\n\n \n\n54\n\n \n\n \n\n \n●\ncertain\nformer U.S. citizens or long-term residents;\n\n \n \n \n\n \n●\ntax-exempt\nentities (including private foundations);\n\n \n \n \n\n \n●\npersons\nliable for alternative minimum tax;\n\n \n \n \n\n \n●\npersons\nholding stock as part of a straddle, hedging, conversion or other integrated transaction;\n\n \n \n \n\n \n●\npersons\nwhose functional currency is not the U.S. dollar;\n\n \n \n \n\n \n●\npassive\nforeign investment companies;\n\n \n \n \n\n \n●\ncontrolled\nforeign corporations;\n\n \n \n \n\n \n●\nthe\nCompany’s officers or directors;\n\n \n \n \n\n \n●\nholders\nwho are not U.S. Holders;\n\n \n \n \n\n \n●\npersons\nthat actually or constructively own 5% or more of the total combined voting power of all classes of our voting stock; or\n\n \n \n \n\n \n●\npartnerships\nor other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding Class A Ordinary Shares through\nsuch entities.\n\n \n\nFor\npurposes of this discussion, a “U.S. Holder” is a beneficial owner of our Class A Ordinary Shares that is, for U.S. federal\nincome tax purposes:\n\n \n\n \n●\nan\nindividual who is a citizen or resident of the United States;\n\n \n \n \n\n \n●\na\ncorporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States\nor under the laws of the United States, any state thereof or the District of Columbia;\n\n \n \n \n\n \n●\nan\nestate, the income of which is subject to U.S. federal income taxation regardless of its source; or\n\n \n \n \n\n \n●\na\ntrust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons\nfor all substantial decisions, or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as\na U.S. person.\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 our 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\nthe partnership. Partnerships holding our Class A Ordinary Shares and their partners are urged to consult their tax advisors regarding\nan investment in our Class A Ordinary Shares.\n\n \n\n**INVESTORS\nAND Persons considering an investment in our Class A Ordinary Shares should consult their own tax advisors as to the particular tax consequences\napplicable to them relating to the purchase, ownership and disposition of our Class A Ordinary Shares including the applicability of\nU.S. federal, state and local tax laws and non-U.S. tax laws.**\n\n** **\n\n**Taxation\nof Dividends and Other Distributions on Our Class A Ordinary Shares**\n\n** **\n\nAs\ndiscussed under “*Dividend Policy*” above, we do not anticipate that any dividends will be paid in the foreseeable future.\nSubject to the PFIC rules discussed below, a U.S. Holder generally will be required to include in gross income, in accordance with such\nU.S. Holder’s method of accounting for United States federal income tax purposes, as dividends the amount of any distribution paid\non the Class A Ordinary Shares to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined\nunder United States federal income tax principles). Such dividends paid by us will be taxable to a corporate U.S. Holder as dividend\nincome and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends\nreceived from other domestic corporations. Dividends received by certain non-corporate U.S. Holders (including individuals) may be “qualified\ndividend income,” which is taxed at the lower capital gains rate, provided that our Class A Ordinary Shares are readily tradable\non an established securities market in the United States and the U.S. Holder satisfies certain holding periods and other requirements.\nIn this regard, Class A Ordinary Shares generally are considered to be readily tradable on an established securities market in the United\nStates if they are listed on Nasdaq, as our Class A Ordinary Shares are expected to be.\n\n \n\n55\n\n \n\n \n\nDistributions\nin excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its Class A Ordinary\nShares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Class\nA Ordinary Shares. In the event that we do not maintain calculations of our earnings and profits under United States federal income tax\nprinciples, a U.S. Holder should expect that all cash distributions will be reported as dividends for United States federal income tax\npurposes. U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for any cash dividends paid\nwith respect to our Class A Ordinary Shares.\n\n \n\nDividends\nwill generally be treated as income from foreign sources for U.S. foreign tax credit purposes and will generally constitute passive category\nincome. Depending on the U.S. Holder’s individual facts and circumstances, a U.S. Holder may be eligible, subject to a number of\ncomplex limitations, to claim a foreign tax credit not in excess of any applicable treaty rate in respect of any foreign withholding\ntaxes imposed on dividends received on our Class A Ordinary Shares. A U.S. Holder who does not elect to claim a foreign tax credit for\nforeign tax withheld may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholding, but only for\na year in which such U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit\nare complex and their outcome depends in large part on the U.S. Holder’s individual facts and circumstances. Accordingly, U.S.\nHolders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.\n\n \n\n**Taxation\nof Sale or Other Disposition of Class A Ordinary Shares**\n\n** **\n\nSubject\nto the discussion below under “Passive Foreign Investment Company Rules,” a U.S. Holder will generally recognize capital\ngain or loss upon the sale or other disposition of Class A Ordinary Shares in an amount equal to the difference between the amount realized\nupon the disposition and the U.S. Holder’s adjusted tax basis in such Class A Ordinary Shares. Any capital gain or loss will be\nlong term if the Class A Ordinary Shares have been held for more than one year and will generally be U.S.-source gain or loss for U.S.\nforeign tax credit purposes. Long-term capital gains of non-corporate taxpayers are currently eligible for reduced rates of taxation.\nThe deductibility of a capital loss may be subject to limitations. U.S. Holders are urged to consult their tax advisors regarding the\ntax consequences if a foreign tax is imposed on a disposition of our Class A Ordinary Shares, including the availability of the foreign\ntax credit under their particular circumstances.\n\n \n\n**Passive\nForeign Investment Company Rules**\n\n** **\n\nA\nnon-U.S. corporation, such as our company, will be classified as a PFIC, for U.S. federal income tax purposes for any taxable year, if\neither (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more\nof the value of its assets (determined on the basis of a quarterly average) during such year is attributable to assets that produce or\nare held for the production of passive income. For this purpose, cash and cash equivalents are categorized as passive assets and the\ncompany’s goodwill and other unbooked intangibles are taken into account as non-passive assets. Passive income generally includes,\namong other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning\na proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly\nor indirectly, more than 25% (by value) of the stock.\n\n \n\nNo\nassurance can be given as to whether we may be or may become a PFIC, as this is a factual determination made annually that will depend,\nin part, upon the composition of our income and assets. Furthermore, the composition of our income and assets may also be affected by\nhow, and how quickly, we use our liquid assets and the cash raised in our initial public offering. Under circumstances where our revenue\nfrom activities that produce passive income significantly increase relative to our revenue from activities that produce non-passive income,\nor where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a PFIC may substantially\nincrease. In addition, because there are uncertainties in the application of the relevant rules, it is possible that the Internal Revenue\nService may challenge our classification of certain income and assets as non-passive or our valuation of our tangible and intangible\nassets, each of which may result in our becoming a PFIC for the current or subsequent taxable years. If we were classified as a PFIC\nfor any year during which a U.S. Holder held our Class A Ordinary Shares, we generally would continue to be treated as a PFIC for all\nsucceeding years during which such U.S. Holder held our Class A Ordinary Shares even if we cease to be a PFIC in subsequent years, unless\ncertain elections are made. Our U.S. counsel expresses no opinion with respect to our PFIC status for any taxable year.\n\n \n\n56\n\n \n\n \n\nIf\nwe are classified as a PFIC for any taxable year during which a U.S. Holder holds our Class A Ordinary Shares, and unless the U.S. Holder\nmakes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules that have a penalizing\neffect, regardless of whether we remain a PFIC, on (i) any excess distribution that we make to the U.S. Holder (which generally means\nany distribution paid during a taxable year to a U.S. Holder that is greater than 125 percent of the average annual distributions paid\nin the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the Class A Ordinary Shares), and (ii)\nany gain realized on the sale or other disposition of Class A Ordinary Shares. Under these rules,\n\n \n\n \n●\nthe\nU.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class\nA Ordinary Shares;\n\n \n \n \n\n \n●\nthe\namount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable\nyear in which we are classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income;\n\n \n\n \n●\nthe\namount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect\nfor individuals or corporations, as appropriate, for that year; and\n\n \n \n \n\n \n●\nan\nadditional tax equal to the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable\nto each prior taxable year, other than a pre-PFIC year, of the U.S. Holder.\n\n \n\nIf\nwe are treated as a PFIC for any taxable year during which a U.S. Holder holds our Class A Ordinary Shares, or if any of our subsidiaries\nis also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of any lower-tier PFICs for\npurposes of the application of these rules. U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC\nrules to any of our subsidiaries.\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 such stock, provided that such stock is “regularly traded” within the meaning of applicable U.S. Treasury regulations.\nIf our Class A Ordinary Shares qualify as being regularly traded, and an election is made, the U.S. Holder will generally (i) include\nas ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Class A Ordinary Shares held\nat the end of the taxable year over the adjusted tax basis of such Class A Ordinary Shares and (ii) deduct as an ordinary loss the excess,\nif any, of the adjusted tax basis of the Class A Ordinary Shares over the fair market value of such Class A Ordinary Shares held at the\nend of the taxable year, but such deduction will only be allowed to the extent of the amount previously included in income as a result\nof the mark-to-market election. The U.S. Holder’s adjusted tax basis in the Class A Ordinary Shares would be adjusted to reflect\nany income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of a corporation\nclassified as a PFIC and such corporation ceases to be classified as a PFIC, the U.S. Holder will not be required to take into account\nthe gain or loss described above during any period that such corporation is not classified as a PFIC. If a U.S. Holder makes a mark-to-market\nelection, any gain such U.S. Holder recognizes upon the sale or other disposition of our Class A Ordinary Shares in a year when we are\na PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary\nloss to the extent of the net amount previously included in income as a result of the mark-to-market election.\n\n \n\nBecause\na mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC\nrules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest\nin a PFIC for U.S. federal income tax purposes.\n\n \n\nFurthermore,\nas an alternative to the foregoing rules, a U.S. Holder that owns stock of a PFIC generally may make a “qualified electing fund”\nelection regarding such corporation to elect out of the PFIC rules described above regarding excess distributions and recognized gains.\nHowever, we do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available,\nwould result in tax treatment different from the general tax treatment for PFICs described above.\n\n \n\n57\n\n \n\n \n\nIf\na U.S. Holder owns our Class A Ordinary Shares during any taxable year that we are a PFIC, the U.S. Holder must generally file an annual\nInternal Revenue Service Form 8621 and provide such other information as may be required by the U.S. Treasury Department, whether or\nnot a mark-to-market election is or has been made. If we are or become a PFIC, you should consult your tax advisor regarding any reporting\nrequirements that may apply to you.\n\n \n\nYou\nshould consult your tax advisors regarding how the PFIC rules apply to your investment in our Class A Ordinary Shares.\n\n \n\n**Information\nReporting and Backup Withholding**\n\n** **\n\nCertain\nU.S. Holders are required to report information to the Internal Revenue Service relating to an interest in “specified foreign financial\nassets,” including shares issued by a non-United States corporation, for any year in which the aggregate value of all specified\nforeign financial assets exceeds $50,000 (or a higher dollar amount prescribed by the Internal Revenue Service), subject to certain exceptions\n(including an exception for shares held in custodial accounts maintained with a U.S. financial institution). These rules also impose\npenalties if a U.S. Holder is required to submit such information to the Internal Revenue Service and fails to do so.\n\n \n\nIn\naddition, dividend payments with respect to our Class A Ordinary Shares and proceeds from the sale, exchange or redemption of our Class\nA Ordinary Shares may be subject to additional information reporting to the IRS and possible U.S. backup withholding. Backup withholding\nwill not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification\non IRS Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally\nmust provide such certification on IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the\nU.S. information reporting and backup withholding rules.\n\n \n\nBackup\nwithholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability,\nand you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund\nwith the IRS and furnishing any required information. We do not intend to withhold taxes for individual Shareholders. However, transactions\neffected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such\nbrokers or intermediaries may be required by law to withhold such taxes.\n\n \n\n**EACH\nINVESTOR AND POTENTIAL INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX\nCONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR CLASS A ORDINARY SHARES, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN\nAPPLICABLE LAWS.**\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\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. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements,\nand other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer,\nwe are exempt from the rules of the Exchange Act prescribing, among other things, the furnishing and content of proxy statements to shareholders,\nand our executive officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained\nin Section 16 of the Exchange Act.\n\n \n\n58\n\n \n\n \n\n**I.\nSubsidiary Information.**\n\n \n\nNot\napplicable.\n\n** **\n\n**J.\nAnnual Report to Security Holders.**\n\n \n\nNot\napplicable."}