{"url_path":"/sec/tjgc/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1969928/0001185185-26-003078-index.html","accession_number":"0001185185-26-003078","cik":"0001969928","ticker":"TJGC","issuer_name":"TJGC GROUP Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1969928/0001185185-26-003078-index.html","primary_entity_key":"0001969928","primary_entity_name":"TJGC GROUP Ltd"},"word_count":5584,"has_tables":true,"body_markdown":"**ITEM 10. ADDITIONAL INFORMATION**\n\n \n\n**A. Share Capital**\n\n \n\nNot applicable.\n\n \n\n64\n\n[Table of Contents](#toc)\n\n \n\n**B. Memorandum and Articles of Association**\n\n \n\n*The following represents a summary of certain key provisions\nof our memorandum and articles of association. The summary does not purport to be a summary of all of the provisions of our memorandum\nand articles. For more complete information you should read our memorandum and articles of association, each listed as an exhibit to this\nAnnual Report.*\n\n \n\n**Description of Ordinary Shares**\n\n \n\n**General**\n\n \n\nAll of our issued shares are fully paid and are issued in registered\nform. There are no limitations imposed by our memorandum and articles of association on the rights of non-resident or foreign shareholders\nto hold or exercise voting rights on our shares. In addition, there are no provisions governing the ownership threshold above which shareholder\nownership must be disclosed.\n\n \n\nUnder the BCA, the Ordinary Shares are deemed to be issued when\nthe name of the shareholder is entered in our register of members. If (a) information that is required to be entered in the register\nof members is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable delay in entering\ninformation in the register, a shareholder of the Company, or any person who is aggrieved by the omission, inaccuracy or delay, may apply\nto the BVI courts for an order that the register be rectified, and the court may either refuse the application or order the rectification\nof the register, and may direct the Company to pay all costs of the application and any damages the applicant may have sustained.\n\n \n\n**Dividends**\n\n \n\nThe holders of our Ordinary Shares are entitled to such dividends\nas may be declared by our board of directors (if any), subject to the BCA and our memorandum and articles of association.\n\n \n\n**Voting Rights**\n\n \n\nAny action required or permitted to be taken by the shareholders\nmust be effected at a duly called meeting of the shareholders entitled to vote on such action or may be effected by a resolution of members\nin writing, each in accordance with the memorandum and articles of association At each meeting of shareholders, each shareholder\nwho is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will\nhave one vote for each share that such shareholder holds.\n\n \n\n**Liquidation**\n\n \n\nAs permitted by the BCA and our memorandum and articles of association,\nwe may be voluntarily liquidated under Part XII of the BCA by resolution of directors and resolution of shareholders if our assets\nexceed our liabilities and we are able to pay our debts as they fall due. We may also be wound up in circumstances where we are insolvent\nin accordance with the terms of the BVI Insolvency Act, 2003 (as amended).\n\n \n\nIf we are wound up and the assets available for distribution among\nour shareholders are more than sufficient to repay all amounts paid to us on account of the issue of shares immediately prior to the winding\nup, the excess shall be distributable pari passu among those shareholders in proportion to the number of shares held by them.\n\n \n\n**General Meetings of Shareholders**\n\n \n\nUnder our memorandum and articles of association, a copy of the\nnotice of any meeting of shareholders shall be given not less than 7 days before the date of the proposed meeting to those persons\nwhose names appear as shareholders in the register of members on the record date set by the directors when the meeting is called. Our\nboard of directors shall call a meeting of shareholders upon the written request of shareholders holding at least 30% of our outstanding\nvoting shares. In addition, our board of directors may call a meeting of shareholders on its own motion. A meeting of shareholders may\nbe called on short notice if at least 90% of the shares entitled to vote on the matters to be considered at the meeting have agreed to\nshort notice of the meeting, or if all members holding shares entitled to vote on all or any matters to be considered at the meeting have\nwaived notice and presence at the meeting shall be deemed to constitute waiver for this purpose.\n\n \n\nAt any meeting of shareholders, a quorum will be present if there\nare shareholders present in person or by proxy representing not less than 50% of the shares entitled to vote on the resolutions to be\nconsidered at the meeting. Such quorum may be represented by only a single shareholder or proxy. If no quorum is present within two hours\nof the start time of the meeting, the meeting shall be dissolved if it was requested by shareholders. In any other case, the meeting shall\nbe adjourned to the next business day, and if shareholders representing not less than one-third of the votes of the common shares\nor each class of shares entitled to vote on the matters to be considered at the meeting are present within one hour of the start time\nof the adjourned meeting, a quorum will be present. If not, the meeting will be dissolved. No business may be transacted at any meeting\nof shareholders unless a quorum is present at the commencement of business. If present, the chair of our board of directors shall be the\nchair presiding at any meeting of the shareholders. If the chair of our board is not present then the members present shall choose a shareholder\nto act to chair the meeting of the shareholders. If the shareholders are unable to choose a chairman for any reason, then the person representing\nthe greatest number of voting shares present in present of by proxy shall preside as chairman, failing which the oldest individual member\nor member representative shall take the chair.\n\n \n\n65\n\n[Table of Contents](#toc)\n\n \n\nA corporation that is a shareholder shall be deemed for the purpose\nof our memorandum and articles of association to be present in person if represented by its duly authorized representative. This duly\nauthorized representative shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation\ncould exercise if it were our individual shareholder.\n\n \n\n**Inspection of Books and Records**\n\n \n\nUnder the BCA, members of the general public, on payment of a\nnominal fee, can obtain copies of the public records of a company available at the office of the Registrar of Corporate Affairs which\nwill include the company’s certificate of incorporation, its memorandum and articles of association M&A (with any amendments)\nand records of license fees paid to date and will also disclose any articles of dissolution, articles of merger and a register of charges\nif the company has elected to file such a register.\n\n \n\nA member of the company is also entitled, upon giving written\nnotice to us, to inspect (i) our memorandum and articles of association, (ii) the register of members, (iii) the register\nof directors and (iv) minutes of meetings and resolutions of members and of those classes of members of which that member is a member,\nand to make copies and take extracts from the documents and records referred to in (i) to (iv) above. However, our directors\nmay, if they are satisfied that it would be contrary to the company’s interests to allow a member to inspect any document, or part\nof a document specified in (ii) to (iv) above, refuse to permit the member to inspect the document or limit the inspection of\nthe document, including limiting the making of copies or the taking of extracts or records. Where a company fails or refuses to permit\na member to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the BVI court\nfor an order that he should be permitted to inspect the document or to inspect the document without limitation.\n\n \n\n**Indemnification of Officers and Directors**\n\n \n\n**C. Material Contracts**\n\n \n\nWe have not entered into any material contracts other than in\nthe ordinary course of business and other than those described in Item 4 “Information on the Company,” Item 5 “Operating\nand Financial Review and Prospects—F. Tabular Disclosure of Contractual Obligations,” Item 7 “Major Shareholders and\nRelated Party Transactions,” or filed (or incorporated by reference) as exhibits to this annual report or otherwise described or\nreferenced in this Annual Report.\n\n \n\nIn connection with the IPO, on January 23, 2025, the Company entered\ninto an underwriting agreement (the “Underwriting Agreement”) with R.F. Lafferty & Co., Inc., as the representative of\nthe several underwriters listed on Schedule 1 of the agreement (the “Representatives”) relating to the Company’s IPO\nof 2,000,000 Ordinary Shares, attached as Exhibit 1.1 to the Company’s Form 6-K filed on January 22, 2025 and incorporated herein\nby reference.\n\n \n\n**Registered Direct Offering in April 2026**\n\n \n\nOn April 15, 2026, the Company entered into securities purchase\nagreements with certain investors to issue and sell 15,000,000 no-par value ordinary shares in a best-efforts offering at a price of US$0.40\nper share, generating aggregate gross proceeds of US$6,000,000. The offering was conducted under the Form F-1 registration statement (File\nNo. 333-294243), which was declared effective by the SEC on the same date.\n\n \n\nThe Nasdaq closing price of our Ordinary Shares on April 14, 2026\nwas US$0.9399. This offering has no minimum share volume or gross proceeds requirement for closing. Eddid Securities USA Inc. served as\nthe exclusive placement agent. Neither party established an escrow or trust account for investor funds, as the placement agent did not\ntake possession of investor proceeds. The placement agent had no obligation to purchase the offered shares or secure a fixed transaction\nsize.\n\n \n\nAs consideration for its services, the Company paid the placement\nagent a cash fee equal to 4% of the gross proceeds, or US$240,000, together with other customary compensation. The offering closed on\nApril 16, 2026. Our ordinary shares are listed on the Nasdaq Capital Market under the ticker symbol “TJGC”.\n\n \n\n66\n\n[Table of Contents](#toc)\n\n \n\n**D. Exchange Controls**\n\n \n\nThere are no foreign exchange controls or foreign exchange restrictions\napplicable to the Company under the laws of the BVI.\n\n \n\n**E. Taxation**\n\n \n\nThe following sets forth the material U.S. federal income\ntax consequences related to an investment in our Ordinary Shares. It is directed to U.S. Holders (as defined below) of our Ordinary\nShares and is based upon laws and relevant interpretations thereof in effect as of the date of this Annual Report, all of which are subject\nto change. This description does not deal with all possible tax consequences relating to an investment in our Ordinary Shares or U.S. tax\nlaws, other than the U.S. federal income tax laws, such as the tax consequences under non U.S. tax laws, state, local and other\ntax laws.\n\n \n\nThe following brief description applies only to U.S. Holders\n(defined below) that hold Ordinary Shares as capital assets and that have the U.S. dollar as their functional currency. This brief\ndescription is based on the federal income tax laws of the United States in effect as of the date of this Annual Report and on U.S. Treasury\nregulations in effect or, in some cases, proposed, as of the date of this Annual Report, as well as judicial and administrative interpretations\nthereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively\nand could affect the tax consequences described below.\n\n \n\nThe brief description below of the U.S. federal income tax\nconsequences to “U.S. Holders” will apply to you if you are a beneficial owner of Ordinary Share and you are, for U.S. federal\nincome tax purposes,\n\n \n\n●an\nindividual who is a citizen or resident of the United States;\n\n \n\n●a\ncorporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States,\nany state thereof or the District of Columbia;\n\n \n\n●an\nestate whose income is subject to U.S. federal income taxation regardless of its source; or\n\n \n\n●a\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\nas a U.S. person.\n\n** **\n\n**Hong Kong Taxation**\n\n \n\nThe taxation of income and capital gains of holders of ordinary\nshares is subject to the laws and practices of Hong Kong and of jurisdictions in which holders of ordinary shares are resident or\notherwise subject to tax. The following summary of certain relevant taxation provisions under Hong Kong law is based on current law\nand practice and is subject to changes therein and does not constitute legal or tax advice. The discussion does not deal with all possible\ntax consequences relating to an investment in the ordinary shares. Accordingly, each prospective investor should consult its own tax advisor\nregarding the tax consequences of an investment in the ordinary shares. There is no reciprocal tax treaty in effect between Hong Kong\nand the United States.\n\n \n\n**Profits Tax**\n\n \n\nNo tax is imposed in Hong Kong in respect of capital gains\nfrom the sale of property (such as the ordinary shares).\n\n \n\nTrading gains from the sale of property by persons carrying on\na trade, profession or business in Hong Kong where such gains are derived from or arise in Hong Kong from such trade, profession\nor business will be chargeable to Hong Kong profits tax.\n\n \n\nAs from year of assessment of 2018/2019 onwards, Hong Kong\nprofit tax rates are 8.25% on assessable profits up to HK$2,000,000, and 16.5% on any part of assessable profits over HK$2,000,000.\n\n \n\n**Tax on Dividends**\n\n \n\nUnder Hong Kong tax laws, our Hong Kong Operating Subsidiaries\nare exempted from Hong Kong income tax on its foreign-derived income. In addition, payments of dividends from our Hong Kong\nOperating Subsidiaries to us are not subject to any withholding tax in Hong Kong. See “Dividend Policy” for further\ndetails on our dividend policy.\n\n \n\n**British Virgin Islands Taxation**\n\n \n\nUnder BVI law as currently in effect, there is no tax applicable\nto a holder of Ordinary Shares who is not a resident of the BVI on dividends paid with respect to the Ordinary Shares and none of the\nholders of Ordinary Shares are liable to the BVI for income tax on gains realized during that year on sale or disposal of such shares.\nThe BVI does not impose a withholding tax on dividends paid by a company incorporated or re-registered under the BCA.\n\n \n\nThere are no capital gains, gift or inheritance taxes levied by\nthe BVI on companies incorporated or re-registered under the BCA or persons not resident in the BVI. In addition, shares of companies\nincorporated or re-registered under the BCA are not subject to transfer taxes, stamp duties or similar charges.\n\n \n\nExcept to the extent that we have any interest in real property\nin the BVI, all instruments relating to transactions in respect of the shares, debt obligations or other securities of the company and\nall instruments relating to other transactions relating to the business of the Company are exempt from the payment of stamp duty in the\nBVI.\n\n \n\nThere is no income tax treaty currently in effect between the\nUnited States and the BVI or between Hong Kong and the BVI.\n\n \n\n67\n\n[Table of Contents](#toc)\n\n \n\n**United States Federal Income Taxation**\n\n \n\n**WE URGE POTENTIAL PURCHASERS OF OUR ORDINARY SHARES TO CONSULT\nTHEIR OWN TAXADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAXCONSEQUENCES OF PURCHASING, OWNING AND DISPOSING\nOF OUR ORDINARY SHARES.**\n\n \n\nThe following does not address the tax consequences to any particular\ninvestor or to persons in special tax situations such as:\n\n \n\n●banks;\n\n \n\n●financial\ninstitutions;\n\n \n\n●insurance\ncompanies;\n\n \n\n●regulated\ninvestment companies;\n\n \n\n●real\nestate investment trusts;\n\n \n\n●broker-dealers;\n\n \n\n●traders\nthat elect to mark-to-market;\n\n \n\n●U.S. expatriates;\n\n \n\n●tax-exempt\nentities;\n\n \n\n●persons\nliable for alternative minimum tax;\n\n \n\n●persons\nholding our Ordinary Shares as part of a straddle, hedging, conversion or integrated transaction;\n\n \n\n●persons\nthat actually or constructively own 10% or more of our voting shares (including by reason of owning our Ordinary Shares);\n\n \n\n●persons\nwho acquired our Ordinary Shares pursuant to the exercise of any employee share option or otherwise as compensation; or\n\n \n\n●persons\nholding our Ordinary Shares through partnerships or other pass-through entities.\n\n \n\n**Taxation of Dividends and Other Distributions on our Ordinary\nShares**\n\n \n\nSubject to the passive foreign investment company rules discussed\nbelow, the gross amount of distributions made by us to you with respect to the Ordinary Shares (including the amount of any taxes withheld\ntherefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent\nthat the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax\nprinciples). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed\nto corporations in respect of dividends received from other U.S. corporations.\n\n \n\nWith respect to non-corporate U.S. Holders, including individual\nU.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the\nOrdinary Shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits\nof an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we\nare not a passive foreign investment company (as discussed below) for either our taxable year in which the dividend is paid or the preceding\ntaxable year, and (3) certain holding period requirements are met. Because there is no income tax treaty between the United States\nand the British Virgin Islands, clause (1) above can be satisfied only if the Ordinary Shares are readily tradable on an established\nsecurities market in the United States. Under U.S. Internal Revenue Service authority, Ordinary Shares are considered for purpose\nof clause (1) above to be readily tradable on an established securities market in the United States if they are listed on the\nNYSE MKT. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect\nto our Ordinary Shares, including the effects of any change in law after the date of this Annual Report.\n\n \n\nDividends will constitute foreign source income for foreign tax\ncredit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken\ninto account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied\nby the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for\ncredit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect\nto our Ordinary Shares will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute\n“general category income.”\n\n \n\n68\n\n[Table of Contents](#toc)\n\n \n\nTo the extent that the amount of the distribution exceeds our\ncurrent and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as\na tax-free return of your tax basis in your Ordinary Shares, and to the extent the amount of the distribution exceeds your tax basis,\nthe excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles.\nTherefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise\nbe treated as a non-taxable return of capital or as capital gain under the rules described above.\n\n \n\n**Taxation of Dispositions of Ordinary Shares**\n\n \n\nSubject to the passive foreign investment company rules discussed\nbelow, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to the difference between\nthe amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Ordinary Shares. The gain or\nloss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held\nthe Ordinary Shares for more than one year, you will be eligible for (a) reduced tax rates of 0% (for individuals in the 10% or 15%\ntax brackets), (b) higher tax rates of 20% (for individuals in the 39.6% tax bracket) or (c) 15% for all other individuals.\nThe deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States\nsource income or loss for foreign tax credit limitation purposes.\n\n \n\n**Passive Foreign Investment Company**\n\n \n\nA non-U.S. corporation is considered a PFIC for any taxable\nyear if either:\n\n \n\n \n●\nat least 75% of its gross income is passive income; or\n\n \n\n \n●\nat least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).\n\n \n\nPassive income generally includes dividends, interest, rents and\nroyalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive\nassets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other\ncorporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of\nour assets for purposes of the PFIC asset test, (1) the cash we raised in the IPO will generally be considered to be held for the\nproduction of passive income and (2) the value of our assets must be determined based on the market value of our Ordinary Shares\nfrom time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets on any\nparticular quarterly testing date for purposes of the asset test.\n\n \n\nBased on the market price of our ordinary shares and the composition\nof our income and assets, including goodwill, although not clear, we do not expect to be treated as a PFIC for U.S. federal income tax\npurposes for the current taxable year or in the foreseeable future.  This is, however, a factual determination made on an annual\nbasis and is subject to change. If we were to be classified as a PFIC in any taxable year, (i) U.S. Holders would generally be required\nto treat any gain on sales of our shares held by them as ordinary income and to pay an interest charge on the value of the deferral of\ntheir United States federal income tax attributable to such gain; and (ii) distributions paid by us to our U.S. Holders could also be\nsubject to an interest charge. In addition, we would not provide information to our U.S. Holders that would enable them to make a “qualified\nelecting fund” election under which, generally, in lieu of the foregoing treatment, our earnings would be currently included in\ntheir United States federal taxable income.\n\n \n\nIf we are a PFIC for any year during which you hold Ordinary Shares,\nwe will continue to be treated as a PFIC for all succeeding years during which you hold Ordinary Shares. However, if we cease to\nbe a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may avoid some of the\nadverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Ordinary Shares.\n\n \n\nIf we are a PFIC for any taxable year during which you hold Ordinary\nShares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you\nrealize from a sale or other disposition (including a pledge) of the Ordinary Shares, unless you make a “mark-to-market” election\nas discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received\nduring the shorter of the three preceding taxable years or your holding period for the Ordinary Shares will be treated as an excess\ndistribution. Under these special tax rules:\n\n \n\n●the\nexcess distribution or gain will be allocated ratably over your holding period for the Ordinary Shares;\n\n \n\n●the\namount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated\nas ordinary income, and\n\n \n\n●the\namount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally\napplicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.\n\n \n\nThe tax liability for amounts allocated to years prior to\nthe year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains\n(but not losses) realized on the sale of the Ordinary Shares cannot be treated as capital, even if you hold the Ordinary Shares as capital\nassets.\n\n \n\n69\n\n[Table of Contents](#toc)\n\n \n\nA U.S. Holder of “marketable stock” (as defined\nbelow) in a PFIC may make a mark-to-market election for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market\nelection for the first taxable year which you hold (or are deemed to hold) Ordinary Shares and for which we are determined to be a PFIC,\nyou will include in your income each year an amount equal to the excess, if any, of the fair market value of the Ordinary Shares as of\nthe close of your taxable year over your adjusted basis in such Ordinary Shares, which excess will be treated as ordinary income and not\ncapital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the Ordinary Shares over their fair market\nvalue as of the close of the taxable year. However, such ordinary loss is allowable only to the extent of any net mark-to-market gains\non the Ordinary Shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election,\nas well as gain on the actual sale or other disposition of the Ordinary Shares, are treated as ordinary income. Ordinary loss treatment\nalso applies to any loss realized on the actual sale or disposition of the Ordinary Shares, to the extent that the amount of such loss\ndoes not exceed the net mark-to-market gains previously included for such Ordinary Shares. Your basis in the Ordinary Shares will be adjusted\nto reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by\ncorporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified\ndividend income discussed above under “— Taxation of Dividends and Other Distributions on our Ordinary Shares”\ngenerally would not apply.\n\n \n\nThe mark-to-market election is available only for “marketable\nstock”, which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter\n(“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations), including\nthe Nasdaq. If the Ordinary Shares are regularly traded on the Nasdaq and if you are a holder of Ordinary Shares, the mark-to-market election\nwould be available to you were we to be or become a PFIC.\n\n \n\nAlternatively, a U.S. Holder of stock in a PFIC may make\na “qualified electing fund” election with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder\nwho makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such\nholder’s pro rata share of the corporation’s earnings and profits for the taxable year. However, the qualified electing fund\nelection is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as\nrequired under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide the information that would\nenable you to make a qualified electing fund election. If you hold Ordinary Shares in any year in which we are a PFIC, you will be required\nto file U.S. Internal Revenue Service Form 8621 in each such year and provide certain annual information regarding such Ordinary\nShares, including regarding distributions received on the Ordinary Shares and any gain realized on the disposition of the Ordinary Shares.\n\n \n\nIf you do not make a timely “mark-to-market” election\n(as described above), and if we were a PFIC at any time during the period you hold our Ordinary Shares, then such Ordinary Shares will\ncontinue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging\nelection” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such Ordinary Shares\nat their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging\nelection will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above.\nAs a result of the purging election, you will have a new basis (equal to the fair market value of the Ordinary Shares on the last day\nof the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day)\nin your Ordinary Shares for tax purposes.\n\n \n\nShareholders and prospective shareholders are urged to consult\ntheir tax advisors regarding the application of the PFIC rules to your investment in our Ordinary Shares and the elections discussed above.\n\n \n\n**Information Reporting and Backup Withholding**\n\n \n\nDividend payments with respect to our Ordinary Shares and proceeds\nfrom the sale, exchange or redemption of our Ordinary Shares may be subject to information reporting to the U.S. Internal Revenue\nService and possible U.S. backup withholding at a current rate of 28%. Backup withholding will not apply, however, to a U.S. Holder\nwho furnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service\nForm W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status\ngenerally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult\ntheir tax advisors regarding the application of the U.S. information reporting and backup withholding rules.\n\n \n\nBackup withholding is not an additional tax. Amounts withheld\nas backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts\nwithheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service and\nfurnishing any required information. We do not intend to withhold taxes for individual shareholders. However, transactions effected through\ncertain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries\nmay be required by law to withhold such taxes.\n\n \n\nUnder the Hiring Incentives to Restore Employment Act of 2010,\ncertain U.S. Holders are required to report information relating to our Ordinary Shares, subject to certain exceptions (including\nan exception for Ordinary Shares held in accounts maintained by certain financial institutions), by attaching a complete Internal Revenue\nService Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold Ordinary\nShares.\n\n \n\n70\n\n[Table of Contents](#toc)\n\n \n\n**F. Dividends and Paying Agents** \n\n \n\nNot applicable.\n\n \n\n**G. Statement by Experts**\n\n \n\nNot applicable.\n\n \n\n**H. Documents on Display**\n\n \n\nWe have filed this annual report on Form 20-F with the SEC under\nthe Exchange Act. Statements made in this report as to the contents of any document referred to are not necessarily complete. With respect\nto each such document filed as an exhibit to this report, reference is made to the exhibit for a more complete description of the matter\ninvolved, and each such statement shall be deemed qualified in its entirety by such reference.\n\n \n\nWe are subject to the informational requirements of the Exchange\nAct as a foreign private issuer and file reports and other information with the SEC. Reports and other information filed by us with the\nSEC including this report, may be inspected and copied at the public reference room of the SEC at 100 F Street, N.E., Washington D.C.\n20549. You can also obtain copies of this report by mail from the Public Reference Section of the SEC, 100 F. Street, N.E., Washington\nD.C. 20549, at prescribed rates. Additionally, copies of this material may be obtained from the SEC’s Internet site at http://www.sec.gov.\nThe SEC’s telephone number is 1-800-SEC-0330. In accordance with NASDAQ Stock Market Rule 5250(d), we will also post this annual\nreport on Form 20-F on our website at www.ctrl-media.com.\n\n \n\nAs a foreign private issuer, we are exempt from the rules under\nthe Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal\nshareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.\n\n \n\n**I. Subsidiary Information**\n\n \n\nNot applicable."}