{"url_path":"/sec/twg/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/1978057/0001213900-26-057962-index.html","accession_number":"0001213900-26-057962","cik":"0001978057","ticker":"TWG","issuer_name":"Top Wealth Group Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1978057/0001213900-26-057962-index.html","primary_entity_key":"0001978057","primary_entity_name":"Top Wealth Group Holding Ltd"},"word_count":6025,"has_tables":true,"body_markdown":"**Item\n10. Additional Information**\n\n \n\n**10.A. Share capital**\n\n \n\nNot applicable for annual reports on Form 20-F.\n\n \n\n79\n\n \n\n \n\n**10.B. Memorandum and articles of association**\n\n \n\nThe following are summaries of the material provisions\nof our Second Amended and Restated Memorandum and Articles of Association and the Companies Act, insofar as they relate to the material\nterms of our Ordinary Shares. They do not purport to be complete. Reference is made to our second amended and restated memorandum and\narticles of association, a copy of which is filed as an exhibit to the annual report.\n\n \n\n*Objects\nof our Company.* Under our Second Amended and Restated Memorandum and Articles of Association, the objects of our Company are unrestricted\nand we have the full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.\n\n \n\n*Ordinary\nShares.* Our authorized share capital is $19,800,000 divided into 2,200,000,000 Ordinary Shares of par value $0.009 each, comprising\nof (i) 2,000,000,000 Class A Ordinary Shares of par value of $0.009 each, and (ii) 200,000,000 Class B Ordinary Shares of par value $0.009\neach. All of our outstanding Ordinary Shares are fully paid and non-assessable. Certificates representing the Ordinary Shares are issued\nin registered form.\n\n \n\n*Conversion.*\nIn no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. Each Class B Ordinary Share is convertible into\none fully paid Class A Ordinary Share at the option of the holder, at any time after issue and without the payment of any additional\nsum.\n\n \n\n*Dividends.*\nThe holders of our Ordinary Shares are entitled to such dividends as may be declared by our board of directors out of our funds which\nare lawfully available for that purpose. In addition, our Shareholders may declare dividends by ordinary resolution, but no dividend\nshall exceed the amount recommended by our directors. Under the laws of the Cayman Islands, our Company may pay a dividend out of either\nprofit or the credit standing in our Company’s share premium account, provided that in no circumstances may a dividend be paid\nif this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business immediately following\nthe date on which the distribution or dividend is paid.\n\n \n\n*Voting\nRights.* Holders of Class A Ordinary Shares and Class B Ordinary Shares shall, at all times, vote together as one class on all matters\nsubmitted to a vote by the members at any general meeting of our Company.\n\n \n\nHolders\nof our Ordinary Shares may vote on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Subject\nto any rights or restrictions as to voting attached to any shares, on a poll every shareholder present in person or by proxy (or, if\na corporation or other non-natural person, by its duly authorized representative or proxy) shall have one (1) vote for each Class A Ordinary\nShare and thirty (30) votes for each Class B Ordinary Share of which he or the person represented by proxy is the holder.\n\n \n\nVoting\nat any meeting of shareholders is by a poll. A poll shall be taken in such manner as the chairman of the meeting directs. He may appoint\nscrutineers (who need not be shareholders) and fix a place and time for declaring the result of the poll. If, through the aid of technology,\nthe meeting is held as a virtual meeting or in more than one place, the chairman may appoint scrutineers virtually and in more than one\nplace; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the\npoll to a date, place and time when that can occur.\n\n \n\nAny\nordinary resolution is a resolution passed by a simple majority of the votes by the shareholders as, being entitled to do so, vote in\nperson or by proxy at a general meeting of our Company and includes a written resolution signed by the required majority of shareholders\naccording to the Second Amended and Restated Memorandum and Articles of Association. Any special resolution is a resolution of a general\nmeeting or a resolution of a meeting of the holders of any class of Ordinary Shares in a class meeting duly constituted in accordance\nwith the Second Amended and Restated Memorandum and Articles of Association in each case passed by a majority of not less than two-thirds\nof the votes by the shareholders as being entitled to do so vote in person or by proxy at that meeting. The expression includes a unanimous\nwritten resolution signed by all of the shareholders entitled to vote at such meeting.\n\n \n\nA\nspecial resolution will be required for important matters such as amending our memorandum and articles of association or changing the\nname of our Company.\n\n \n\n80\n\n \n\n \n\nThere\nare no limitations on non-residents or foreign shareholders to hold or exercise voting rights on the Ordinary Shares imposed by foreign\nlaw or by the Second Amended and Restated Memorandum and Articles of Association or other constituent document of our company. However,\nno person will be entitled to vote at any general meeting or at any separate meeting of the holders of the Ordinary Shares unless the\nperson is registered as of the record date for such meeting and unless all calls or other sums presently payable by the person in respect\nof Ordinary Shares in our Company have been paid.\n\n \n\n*General\nMeetings of Shareholders.* As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’\nannual general meetings. Our Second Amended and Restated Memorandum and Articles of Association provide that we may (but are not obliged\nto, unless required by the Nasdaq Listing Rules), in each year hold a general meeting as an annual general meeting, which, if held, shall\nbe convened by the board of directors, in accordance with the Second Amended and Restated Memorandum and Articles of Association. Each\ngeneral meeting, other than an annual general meeting, shall be an extraordinary general meeting.\n\n \n\nAdvance\nnotice of at least five clear days is required for the convening of our annual general shareholders’ meeting (if any) and any other\ngeneral meeting of our Shareholders. A quorum required for a meeting of shareholders consists of at least one holder of Ordinary Shares\nholding not less than an aggregate of one-third of the outstanding Ordinary Shares carrying the right to vote at such general meeting.\n\n \n\nA\nmajority of our directors may call general meetings and they shall on a shareholders’ requisition forthwith proceed to convene\nan extraordinary general meeting of our Company. A shareholders’ requisition is a request of one or more shareholders holding as\nat the date of deposit of the request in aggregate not less than one-third of the rights to vote at such general meeting. The requisition\nmust state the objects of the meeting and must be signed by or on behalf of each requisitioner and delivered in accordance with the notice\nprovisions of our Second Amended and Restated Memorandum and Articles of Association. Such meeting shall be held within two (2) months\nafter the deposit of such requisition. If our directors do not within 21 clear days from the receipt of the requisition duly proceed\nto convene a general meeting, the requisitioners, or any of them may themselves convene a general meeting, but any meeting so convened\nmust be called no later than three months after the expiration of the said 21 clear day period.\n\n \n\n*Winding\nUp; Liquidation.* If we are wound up the shareholders may, subject to the Second Amended and Restated Memorandum and Articles of Association\nand any other sanction required by the Companies Act, pass a special resolution allowing the liquidator to do either or both of the following:\n\n \n\n(a)to\ndivide in specie among the shareholders the whole or any part of the assets of our Company\nand, for that purpose, to value any assets and to determine how the division shall be carried\nout as between the shareholders or different classes of shareholders; and/or\n\n \n\n(b)to\nvest the whole or any part of the assets in trustees for the benefit of shareholders and\nthose liable to contribute to the winding up.\n\n \n\n*Calls\non Ordinary Shares and Forfeiture of Ordinary Shares.* Subject to the terms of the allotment, our directors may from time to time\nmake calls upon our shareholders in respect of any moneys unpaid on their shares in a notice served to such shareholders at least 14\nclear days in advance specifying the time and place for payment. Any Ordinary Shares that have been called upon and remain unpaid are\nsubject to forfeiture.\n\n \n\n*Redemption,\nRepurchase and Surrender of Shares.* Subject to the terms of the Companies Act and to any rights for the time being conferred on the\nshareholders holding a particular class of shares, we may by our directors: (i) issue shares that are to be redeemed or liable to be\nredeemed, at the option of us or the shareholders holding those redeemable shares, on the terms and in the manner our directors determine\nbefore the issue of those shares; (ii) with the consent by special resolution of the shareholders holding shares of a particular class,\nvary the rights attaching to that class of shares so as to provide that those shares are to be redeemed or are liable to be redeemed\nat the option of us on the terms and in the manner which the directors determine at the time of such variation; and (iii) purchase all\nor any of our own shares of any class including any redeemable shares on the terms and in the manner which the directors determine at\nthe time of such purchase. Under the Companies Act, the redemption or repurchase of any share may be paid out of our Company’s\nprofits or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital (including\nshare premium account and capital redemption reserve) if our Company can, immediately following such payment, pay its debts as they fall\ndue in the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless\nit is fully paid up, (b) if such redemption or repurchase would result in there being no shares issued and outstanding or (c) if our\nCompany has commenced liquidation. In addition, our Company may accept the surrender of any fully paid share for no consideration.\n\n \n\n81\n\n \n\n \n\n*Transfer\nof Ordinary Shares.* Provided that such transfer complies with applicable Nasdaq Listing Rules, our shareholders may freely transfer\nshares to another person by completing an instrument of transfer in a common form or in a form prescribed by the Nasdaq Listing Rules\nor in any other form approved by our directors, executed where the shares are fully paid, by or on behalf of that shareholder; and where\nthe shares are partly paid, by or on behalf of that shareholder and the transferee.\n\n \n\nWhere\nthe shares of any class in question are not listed on any stock exchange or subject to the rules of any stock exchange, our directors\nmay in their absolute discretion decline to register any transfer of such shares which are not fully paid up or on which our Company\nhas a lien.\n\n \n\nOur\nboard of directors may also decline to register any transfer of any share unless:\n\n \n\n●the\ninstrument of transfer is lodged with us, accompanied by the certificate for the shares to which it relates and such other evidence as\nour board of directors may reasonably require to show the right of the transferor to make the transfer;\n\n \n\n●the\ninstrument of transfer is in respect of only one class of shares;\n\n \n\n●the\ninstrument of transfer is properly stamped, if required;\n\n \n\n●the\nshares transferred are fully paid up and free of any lien in favor of our Company;\n\n \n\n●in\nthe case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; and\n\n \n\n●a\nfee of such maximum sum as the Nasdaq Capital Market may determine to be payable or such lesser sum as our directors may from time to\ntime require is paid to us in respect thereof.\n\n \n\nIf\nour directors refuse to register a transfer they shall, within one month after the date on which the instrument of transfer was lodged,\nsend to each of the transferor and the transferee notice of such refusal.\n\n \n\nThe\nregistration of transfers may, after compliance with any notice required of Nasdaq and on 14 clear days’ notice being given by\nadvertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such\nperiods as our board of directors may from time to time determine; provided, however, that the registration of transfers shall not be\nsuspended nor the register closed for more than 30 clear days in any year.\n\n \n\n*Variations\nof Rights of Shares.* If at any time our share capital is divided into different classes of shares, unless the terms on which a class\nof shares was issued state otherwise, the rights attached to any such class may only be varied with: (a) the consent in writing of the\nholders of 50% of the issued shares of that class or (b) with the sanction of a special resolution passed at a separate meeting of the\nholders of the shares of that class. The rights conferred upon the holders of the shares of any class issued shall not, unless otherwise\nexpressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation, allotment or issue of further\nshares ranking pari passu with them.\n\n \n\n*Inspection\nof Books and Records.* Holders of our Ordinary Shares have no general right under our Second Amended and Restated Memorandum and Articles\nof Association to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders\nwith annual audited financial statements.\n\n \n\n*Issuance\nof Additional Shares.* Our Second Amended and Restated Memorandum and Articles of Association authorize our Board of Directors to\nissue additional Ordinary Shares from time to time as our Board of Directors shall determine, to the extent of available authorized but\nunissued shares.\n\n \n\nIssuance\nof additional Ordinary Shares may dilute the voting power of holders of Ordinary Shares.\n\n \n\n*Anti-Takeover\nProvisions.* Some provisions of our Second Amended and Restated Memorandum and Articles of Association may discourage, delay or prevent\na change of control of our company or management that shareholders may consider favorable. Our authorized, but unissued Ordinary Shares\nare available for future issuance without shareholders’ approval and could be utilized for a variety of corporate purposes, including\nfuture offerings to raise addition capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved\nOrdinary Shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer,\nmerger or otherwise.\n\n** **\n\n82\n\n \n\n \n\n**10.C. Material contracts**\n\n  \n\nWe have not entered into any material agreements\nother than in the ordinary course of business.\n\n  \n\n**10.D. Exchange controls**\n\n \n\nThe Cayman Islands, British Virgin Islands and\nHong Kong currently have no exchange control regulations or currency restrictions.  \n\n \n\n**10.E**. **Taxation**\n\n** **\n\n**Cayman Islands Taxation**\n\n \n\nThe Cayman Islands currently levies no taxes\non individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance\ntax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp\nduties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands.\nThe Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010 but is otherwise not party to any double\ntax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions\nin the Cayman Islands.\n\n \n\nPayments of dividends and capital in respect\nof the shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend\nor capital to any holder of our Class A Ordinary Shares, nor will gains derived from the disposal of our Class A Ordinary Shares be subject\nto Cayman Islands income or corporation tax.\n\n \n\nThe Cayman Islands enacted the International\nTax Co-operation (Economic Substance) Act (2021 Revision) together with the Guidance Notes published by the Cayman Islands Tax Information\nAuthority from time to time. The Company is required to comply with the economic substance requirements from July 1, 2019 and make\nan annual report in the Cayman Islands as to whether or not it is carrying on any relevant activities and if it is, it must satisfy an\neconomic substance test.\n\n** **\n\n**Hong Kong Taxation**\n\n \n\nThe following summary of certain relevant taxation\nprovisions under the laws of Hong Kong is based on current law and practice and is subject to changes therein. This summary does\nnot purport to address all possible tax consequences relating to purchasing, holding or selling our Class A Ordinary Shares, and does\nnot take into account the specific circumstances of any particular investors, some of whom may be subject to special rules. Accordingly,\nholders or prospective purchasers (particularly those subject to special tax rules, such as banks, dealers, insurance companies and tax-exempt entities)\nshould consult their own tax advisers regarding the tax consequences of purchasing, holding or selling our Class A Ordinary Shares. Under\nthe current laws of Hong Kong:\n\n \n\n \n●\nNo profit tax is imposed\nin Hong Kong in respect of capital gains from the sale of the Class A Ordinary Shares.\n\n \n\n \n●\nRevenues gains from the\nsale of our Class A Ordinary Shares by persons carrying on a trade, profession or business in Hong Kong where the gains are\nderived from or arise in Hong Kong from the trade, profession or business will be chargeable to Hong Kong profits tax,\nwhich is currently imposed at the rate of 16.5% on corporations and at a maximum rate of 15% on individuals and unincorporated businesses.\n\n \n\n \n●\nGains arising from the\nsale of Class A Ordinary Shares, where the purchases and sales of the Class A Ordinary Shares are effected outside of Hong Kong\nsuch as, for example, on Cayman Islands, should not be subject to Hong Kong profits tax.\n\n \n\nAccording to the current tax practice of the\nHong Kong Inland Revenue Department, dividends paid on the Class A Ordinary Shares would not be subject to any Hong Kong tax.\n\n \n\nNo Hong Kong stamp duty is payable on the\npurchase and sale of the Class A Ordinary Shares.\n\n \n\n83\n\n \n\n \n\n**United States Federal Income Tax Considerations**\n\n \n\nThe following discussion is a summary of U.S.\nfederal income tax considerations generally applicable to the ownership and disposition of our Class A Ordinary Shares by a U.S. Holder\n(as defined below) that acquires our Class A Ordinary Shares and holds our Class A Ordinary Shares as “capital assets” (generally,\nproperty held for investment) under the U.S. Internal Revenue Code of 1986, as amended, or the Code. This discussion is based upon existing\nU.S. federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought\nfrom the Internal Revenue Service, or the IRS, with respect to any U.S. federal income tax considerations described below, and there\ncan be no assurance that the IRS or a court will not take a contrary position. This discussion, moreover, does not address the U.S. federal\nestate, gift, and alternative minimum tax considerations, the Medicare tax on certain net investment income, information reporting or\nbackup withholding or any state, local, and non-U.S. tax considerations, relating to the ownership or disposition of our Class A Ordinary\nShares. The following summary does not address all aspects of U.S. federal income taxation that may be important to particular investors\nin light of their individual circumstances or to persons in special tax situations such as:\n\n \n\n \n●\nbanks and other financial\ninstitutions;\n\n \n\n \n●\ninsurance companies;\n\n \n\n \n●\npension plans;\n\n \n\n \n●\ncooperatives;\n\n \n\n \n●\nregulated investment companies;\n\n \n\n \n●\nreal estate investment\ntrusts;\n\n \n\n \n●\nbroker-dealers;\n\n \n\n \n●\ntraders that elect to use\na mark-to-market method of accounting;\n\n \n\n \n●\ncertain former U.S. citizens\nor long-term residents;\n\n \n\n \n●\ntax-exempt entities (including\nprivate foundations);\n\n \n\n \n●\nindividual retirement accounts\nor other tax-deferred accounts;\n\n \n\n \n●\npersons liable for alternative\nminimum tax;\n\n \n\n \n●\npersons who acquire their\nClass A Ordinary Shares pursuant to any employee share option or otherwise as compensation;\n\n \n\n84\n\n \n\n \n\n \n●\ninvestors that will hold\ntheir Class A Ordinary Shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S.\nfederal income tax purposes;\n\n \n\n \n●\ninvestors that have a functional\ncurrency other than the U.S. dollar;\n\n \n\n \n●\npersons that actually or\nconstructively own 10% or more of our Class A Ordinary Shares (by vote or value); or\n\n \n\n \n●\npartnerships or other entities\ntaxable as partnerships for U.S. federal income tax purposes, or persons holding the Class A Ordinary Shares through such entities,\n\n \n\nall of whom may be subject to tax rules that\ndiffer significantly from those discussed below.\n\n \n\nEach U.S. Holder is urged to consult its tax\nadvisor regarding the application of U.S. federal taxation to its particular circumstances, and the state, local, non-U.S., and other\ntax considerations of the ownership and disposition of our Class A Ordinary Shares.\n\n \n\n**General**\n\n \n\nFor purposes of this discussion, a “U.S.\nHolder” is a beneficial owner of our Class A Ordinary Shares that is, for U.S. federal income tax purposes:\n\n \n\n \n●\nan individual who is a\ncitizen or resident of the United States;\n\n \n\n \n●\na corporation (or other\nentity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the laws of the United States\nor any state thereof or the District of Columbia;\n\n \n\n \n●\nan estate the income of\nwhich is includible in gross income for U.S. federal income tax purposes regardless of its source; or\n\n \n\n \n●\na trust (i) the administration\nof which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control\nall substantial decisions of the trust, or (ii) that has otherwise validly elected to be treated as a U.S. person under the Code.\n\n \n\n \n●\nIf a partnership (or other\nentity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our Class A Ordinary Shares, the tax\ntreatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership.\nPartnerships holding our Class A Ordinary Shares and their partners are urged to consult their tax advisors regarding an investment\nin our Class A Ordinary Shares.\n\n \n\n**Passive Foreign Investment Company Considerations**\n\n \n\nA non-U.S. corporation, such as our company,\nwill be classified as a PFIC for U.S. federal income tax purposes for any taxable year if either (i) 75% or more of its gross income\nfor such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on\nthe basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income,\nor the asset test. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition\nof passive assets. Passive assets are those which give rise to passive income, and include assets held for investment, as well as cash,\nassets readily convertible into cash, and working capital. The company’s goodwill and other unbooked intangibles are taken into\naccount and may be classified as active or passive depending upon the relative amounts of income generated by the company in each category.\nWe will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation\nin which we own, directly or indirectly, 25% or more (by value) of the stock.\n\n \n\n85\n\n \n\n \n\nBased upon our current and projected income and\nassets and projections as to the market price of our Class A Ordinary Shares, we do not expect to be a PFIC for the current taxable year\nor the foreseeable future. However, no assurance can be given in this regard because the determination of whether we are or will become\na PFIC is a factual determination made annually that will depend, in part, upon the composition and classification of our income and\nassets, including the relative amounts of income generated by our potential strategic investment business as compared to our other businesses,\nand the value of the assets held by our potential strategic investment business as compared to our other businesses. Because there are\nuncertainties in the application of the relevant rules, it is possible that the IRS may challenge our classification of certain income\nand assets as non-passive, which may result in our being or becoming classified as a PFIC in the current or subsequent years. Furthermore\nfluctuations in the market price of our Class A Ordinary Shares may cause us to be a PFIC for the current or future taxable years because\nthe value of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may be determined\nby reference to the market price of our Class A Ordinary Shares from time to time (which may be volatile). In estimating the value of\nour goodwill and other unbooked intangibles, we have taken into account our market capitalization. Among other matters, if our market\ncapitalization is less than anticipated or subsequently declines, we may be or become a PFIC for the current or future taxable years.\nThe composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in\nthe initial public offering. Under circumstances where our revenues from activities that produce passive income significantly increases\nrelative to our revenues from activities that produce non-passive income, or where we determine not to deploy significant amounts of\ncash for active purposes, our risk of becoming a PFIC may substantially increase.\n\n \n\nIf we are a PFIC for any year during which a\nU.S. Holder holds our Class A Ordinary Shares, we generally will continue to be treated as a PFIC for all succeeding years during which\nsuch U.S. Holder holds our Class A Ordinary Shares unless, in such case, we cease to be treated as a PFIC and such U.S. Holder makes\na deemed sole election.\n\n \n\nThe discussion below under “—Dividends”\nand “—Sale or Other Disposition” is written on the basis that we will not be or become classified as a PFIC for U.S.\nfederal income tax purposes. The U.S. federal income tax rules that apply generally if we are treated as a PFIC are discussed below under\n“—Passive Foreign Investment Company Rules.”\n\n \n\n**Dividends**\n\n \n\nAny cash distributions paid on our Class A Ordinary\nShares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally\nbe includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder.\nBecause we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we\npay will generally be treated as a “dividend” for U.S. federal income tax purposes. Dividends received on our Class A Ordinary\nShares will not be eligible for the dividends received deduction allowed to corporations in respect of dividends-received from U.S. corporations.\n\n \n\nIndividuals and other non-corporate U.S. Holders\nmay be subject to tax on any such dividends at the lower capital gain tax rate applicable to “qualified dividend income,”\nprovided that certain conditions are satisfied, including that (i) our Class A Ordinary Shares on which the dividends are paid are readily\ntradable on an established securities market in the United States, (ii) we are neither a PFIC nor treated as such with respect to a U.S.\nHolder for the taxable year in which the dividend is paid and the preceding taxable year, and (iii) certain holding period requirements\nare met. We intend to list the Class A Ordinary Shares on Nasdaq Capital Market. Provided that this listing is approved, we believe that\nthe ordinary should generally be considered to be readily tradeable on an established securities market in the United States. There can\nbe no assurance that the Class A Ordinary Shares will continue to be considered readily tradable on an established securities market\nin later years. U.S. Holders are urged to consult their tax advisors regarding the availability of the lower rate for dividends paid\nwith respect to the Class A Ordinary Shares.\n\n \n\nFor U.S. foreign tax credit purposes, dividends\npaid on our Class A Ordinary Shares will generally be treated as income from foreign sources and will generally constitute passive category\nincome. The rules governing the foreign tax credit are complex and U.S. Holders are urged to consult their tax advisors regarding the\navailability of the foreign tax credit under their particular circumstances.\n\n \n\n86\n\n \n\n \n\n**Sale or Other Disposition**\n\n \n\nA U.S. Holder will generally recognize gain or\nloss upon the sale or other disposition of Class A Ordinary Shares in an amount equal to the difference between the amount realized upon\nthe disposition and the holder’s adjusted tax basis in such Class A Ordinary Shares. Such gain or loss will generally be capital\ngain or loss. Any such capital gain or loss will be long term if the Class A Ordinary Shares have been held for more than one year. Non-corporate\nU.S. Holders (including individuals) generally will be subject to United States federal income tax on long-term capital gain at preferential\nrates. The deductibility of a capital loss may be subject to limitations. Any such gain or loss that the U.S. Holder recognizes will\ngenerally be treated as U.S. source income or loss for foreign tax credit limitation purposes, which could limit the availability of\nforeign tax credits. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed\non a disposition of our Class A Ordinary Shares, including the applicability of any tax treaty and the availability of the foreign tax\ncredit under its particular circumstances.\n\n \n\n**Passive Foreign Investment Company Rules**\n\n \n\nIf we are classified as a PFIC for any taxable\nyear during which a U.S. Holder holds our Class A Ordinary Shares, and unless the U.S. Holder makes a mark-to-market election (as described\nbelow), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make to the U.S. Holder\n(which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125 percent of the average annual\ndistributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the Class A Ordinary\nShares), and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, Class A Ordinary\nShares. Under the PFIC rules:\n\n \n\n \n●\nthe excess distribution\nor gain will be allocated ratably over the U.S. Holder’s holding period for the Class A Ordinary Shares;\n\n \n\n \n●\nthe amount allocated to\nthe current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which\nwe are classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income; and\n\n \n\n \n●\nthe amount allocated to\neach prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or\ncorporations, as appropriate, for that year, increased by an additional tax equal to the interest on the resulting tax deemed deferred\nwith respect to each such taxable year.\n\n \n\nAs an alternative to the foregoing rules, a U.S.\nHolder of “marketable stock” (as defined below) in a PFIC may make a mark-to- market election with respect to such stock.\nIf a U.S. Holder makes this election with respect to our Class A Ordinary Shares, the holder will generally(i) include as ordinary income\nfor each taxable year that we are a PFIC the excess, if any, of the fair market value of Class A Ordinary Shares held at the end of the\ntaxable year over the adjusted tax basis of such Class A Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of the\nadjusted tax basis of the Class A Ordinary Shares over the fair market value of such Class A Ordinary Shares held at the end of the taxable\nyear, but such deduction will only be allowed to the extent of the net amount previously included in income as a result of the mark-to-market\nelection. The U.S. Holder’s adjusted tax basis in the Class A Ordinary Shares would be adjusted to reflect any income or loss resulting\nfrom the mark-to-market election. If a U.S. Holder makes a mark-to- market election in respect of our Class A Ordinary Shares and we\ncease to be classified as a PFIC, the holder will not be required to take into account the gain or loss described above during any period\nthat we are not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the\nsale or other disposition of our Class A Ordinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss\nwill be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included\nin income as a result of the mark-to-market election.\n\n \n\n87\n\n \n\n \n\nThe mark-to-market election is available only\nfor “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each\ncalendar quarter, or regularly traded, on a qualified exchange or other market, as defined in applicable United States Treasury regulations.\nOur Class A Ordinary Shares will be treated as marketable stock upon their listing on Nasdaq Capital Market. We anticipate that our Class\nA Ordinary Shares should qualify as being regularly traded, but no assurances may be given in this regard.\n\n \n\nBecause a mark-to-market election cannot technically\nbe made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S.\nHolder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income\ntax purposes.\n\n \n\nWe do not intend to provide information necessary\nfor U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from (and generally\nless adverse than) the general tax treatment for PFICs described above.\n\n \n\nIf a U.S. Holder owns our Class A Ordinary Shares\nduring any taxable year that we are a PFIC, the holder must generally file an annual IRS Form 8621. You should consult your tax advisor\nregarding the U.S. federal income tax consequences of owning and disposing of our Class A Ordinary Shares if we are or become a PFIC.\n\n \n\n**10.F. Dividends and paying agents**\n\n \n\nNot applicable for annual reports on Form 20-F.\n\n \n\n**10.G. Statement by experts**\n\n \n\nNot applicable for annual reports on Form 20-F.\n\n \n\n**10.H. Documents on display**\n\n \n\nWe are subject to the information requirements\nof the Exchange Act. In accordance with these requirements, the Company files reports and other information with the SEC. You may read\nand copy any materials filed with the SEC at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain\ninformation on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site at http://www.sec.gov that\ncontains reports and other information regarding registrants that file electronically with the SEC.\n\n \n\n**10.I. Subsidiary Information**\n\n \n\nNot applicable.\n\n \n\n88"}