{"url_path":"/sec/ucar/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/1939780/0001213900-26-057792-index.html","accession_number":"0001213900-26-057792","cik":"0001939780","ticker":"UCAR","issuer_name":"U Power Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1939780/0001213900-26-057792-index.html","primary_entity_key":"0001939780","primary_entity_name":"U Power Ltd"},"word_count":5289,"has_tables":true,"body_markdown":"**Item\n10. ADDITIONAL INFORMATION**\n\n** **\n\nA. Share\nCapital\n\n \n\n*Share\nConsolidation (March 2024)*\n\n \n\nOn\nMarch 25, 2024, the Company held an extraordinary general meeting of shareholders, at which the Company’s shareholders adopted\nan ordinary resolution to effect a 1-for-100 share consolidation on all issued and unissued share capital, effective on March 31, 2024.\n \n\n \n\n*Variation\nof Share Capital (August 2024)*\n\n \n\nThe\nAGM of the Company was held on August 13, 2024. At the AGM, the shareholders of the Company adopted the following resolutions with respect\nto the variation of share capital:\n\n \n\n \n(a)\nre-designated all of the\nissued shares of a par value of US$0.00001 each (the “Shares”) in the capital of the Company (other than the 71,250 ordinary\nshares held by U Create Limited, the 157,859 ordinary shares held by U Trend Limited, the 149,435 ordinary shares held by Upincar\nLimited and the 209,644 ordinary shares held by FLA) into Class A ordinary shares of US$0.00001 each, with each Class A ordinary\nshare of US$0.00001 each entitled to one vote;\n\n \n\n \n(b)\nre-designated the 71,250\nordinary shares held by U Create Limited, the 157,859 ordinary shares held by U Trend Limited, the 149,435 ordinary shares held by\nUpincar Limited and the 209,644 ordinary shares held by FLA into Class B ordinary shares of US$0.00001 each, with each Class B ordinary\nshare of US$0.00001 each entitled to 20 votes;\n\n \n\n \n(c)\nre-designated 3,996,621,812\nauthorized but unissued Shares as Class A ordinary shares of US$0.00001 each; and\n\n \n\n \n(d)\nre-designated 1,000,000,000\nauthorized but unissued Shares as Class B ordinary shares of US$0.00001 each,\n\n \n\nImmediately\nfollowing the AGM, and as a result thereof, the authorized share capital of the Company was varied from US$50,000 divided into 5,000,000,000\nordinary shares of par value of US$0.00001 each to US$50,000 divided into 3,999,411,812 Class A ordinary shares of a par value of US$0.00001\neach, and 1,000,588,188 Class B ordinary shares of a par value of US$0.00001 each.\n\n** **\n\n110\n\n** **\n\n*Change\nof Voting Power (December 2025)*\n\n \n\nAt\nthe 2025 annual general meeting held on December 5, 2025, shareholders approved three resolutions (i) authorizing the increasing of the\nvoting power of the Class B ordinary shares from 20 votes per share to 100 votes per share; (ii) adopting a third amended and restated\nmemorandum and articles of association; and (iii) authorizing the following conditional share consolidations:\n\n \n\n(A)on a date when the closing market price per Class A ordinary\nshares of par value of US$0.00001 each is less than US$1.00, or on such date as any director, chief executive officer or chief operating\nofficer of the Company deems advisable, each 10 ordinary shares of a par value of US$0.00001 each be consolidated into 1 (one) ordinary\nshare of a par value of US$0.0001 each, such that following such share consolidation, the authorized share capital of the Company will\nbe US$50,000 divided into 399,941,181.2 Class A ordinary shares of a par value of US$0.0001 each, and 100,058,818.8 Class B ordinary\nshares of a par value of US$0.0001 each (the “First Share Consolidation”);\n\n \n\n(B)subsequently following the First Share Consolidation, on\na date when the closing market price per the Class A ordinary share of a par value of US$0.0001 each is less than US$1.00, or on such\ndate as any director, chief executive officer or chief operating officer of the Company deems advisable, each 20 ordinary shares of a\npar value of US$0.0001 each be consolidated into 1 (one) ordinary share of a par value of US$0.002 each, such that following such share\nconsolidation, the authorized share capital of the Company will be US$50,000 divided into 19,997,059.06 Class A ordinary shares of a\npar value of US$0.002 each, and 5,002,940.94 Class B ordinary shares of a par value of US$0.002 each (the “Second Share Consolidation”);\n\n \n\n(C)subsequently following the Second Share Consolidation, on\na date when the closing market price per the Class A ordinary share of a par value of US$0.002 each is less than US$1.00, or on such\ndate as any director, chief executive officer or chief operating officer of the Company deems advisable and may determine in his or her\nabsolute discretion, each 20 ordinary shares of a par value of US$0.002 each be consolidated into 1 (one) ordinary share of a par value\nof US$0.04 each, such that following such share consolidation, the authorized share capital of the Company will be US$50,000 divided\ninto 999,852.953 Class A ordinary shares of a par value of US$0.04 each, and 250,147.047 Class B ordinary shares of a par value of US$0.04\neach (the “Third Share Consolidation”, and together with the First Share Consolidation and the Second Share Consolidation,\nthe “Share Consolidations”); and\n\n \n\n(D)all\nfractional shares (after aggregating all fractional shares that would otherwise be received by a shareholder) resulting from each of\nthe Share Consolidations shall be rounded up to the whole number of shares.\n\n \n\n*First\nShare Consolidation (April 2026)*\n\n** **\n\nOn\nMarch 25, 2026, the Company announced on a report on Form 6-K plans to effectuate a consolidation of all of the Company’s authorized\nissued and unissued ordinary shares on a 10:1 basis to take effect at the commencement of trading on April 1, 2026. As a result,\neach 10 ordinary shares of a par value of US$0.00001 each would be consolidated into 1 (one) ordinary share of a par value of US$0.0001\neach, and upon such share consolidation, the authorized share capital of the Company became US$50,000 divided into 399,941,181.2 Class\nA ordinary shares of a par value of US$0.0001 each, and 100,058,818.8 Class B ordinary shares of a par value of US$0.0001 each.\n\n \n\nB.\nMemorandum and Articles of Association\n\n \n\nWe\nare a Cayman Islands exempted company with limited liability and our affairs are governed by our Third Amended and Restated Memorandum\nand Articles of Association (the “Memorandum and Articles”), the Companies Act (As Revised) of the Cayman Islands, the common\nlaw of the Cayman Islands, our corporate governance documents and rules and regulations of the stock exchange on which are shares are\ntraded. The Memorandum and Articles of the Company is filed herein as Exhibit 1.1 to this annual report and is hereby incorporated by\nreference into this annual report. You may refer to Exhibit 2.3 for a detailed disclosure of description of our securities registered\nunder Section 12 of the Exchange Act of 1934, as amended, of the Memorandum and Articles.\n\n \n\nAs\nof the date hereof, the authorized share capital of the Company is US$50,000 divided into 399,941,181.2 Class A Ordinary Shares of a\npar value of US$0.0001 each, and 100,058,818.8 Class B Ordinary Shares of a par value of US$0.0001 each. As of the date of this annual\nreport, 23,144,871 Class A Ordinary Shares and 36,805 Class B Ordinary Shares are issued and outstanding. All of our issued and outstanding\nordinary shares are fully paid.  \n\n \n\nC.\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\n111\n\n \n\nD.\nExchange Controls\n\n \n\nSee\n“Item 4. Information on the Company — B. Business Overview — Regulations — Regulations on Foreign Currency Exchange.” \n\n \n\nE.\nTaxation\n\n** **\n\n**Cayman\nIslands Taxation**\n\n \n\nThe\nCayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is\nno taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us or holders of our Class\nA Ordinary Shares levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed\nin, or after execution brought within, the jurisdiction of the Cayman Islands. Payments of dividends and capital in respect of our Class\nA Ordinary 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, as the case may be, nor will gains derived from the disposal of our Class A\nOrdinary Shares be subject to Cayman Islands income or corporation tax.\n\n** **\n\n**PRC Taxation**\n\n** **\n\n**Income\nTax and Withholding Tax**\n\n \n\nIn\nMarch 2007, the National People’s Congress of China enacted the Enterprise Income Tax Law, or EIT Law, which became effective\non January 1, 2008 (as amended in December 2018). The EIT Law provides that enterprises organized under the laws of jurisdictions\noutside China with their “de facto management bodies” located within China may be considered PRC resident enterprises and\ntherefore subject to EIT at the rate of 25% on their worldwide income. The Implementing Regulations for the Corporate Income Tax Law\nof the People’s Republic of China (Revised in 2024) further defines the term “de facto management body” as the management\nbody that exercises substantial and overall management and control over the business, personnel, accounts and properties of an enterprise.\n\n \n\nIn\nApril 2009, the SAT issued the Notice Regarding the Determination of Chinese-Controlled Overseas Incorporated Enterprises as PRC\nTax Resident Enterprises on the Basis of De Facto Management Bodies, known as Circular 82, which provides certain specific criteria for\ndetermining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is deemed\nto be located in China. Although Circular 82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups,\nnot offshore enterprises controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s\ngeneral position on how the “de facto management body” test should be applied in determining the tax resident status of all\noffshore enterprises.\n\n \n\nAccording\nto SAT Notice 82, a Chinese-controlled offshore incorporated enterprise will be regarded as a PRC tax resident by virtue of having a\n“de facto management body” in China and will be subject to PRC enterprise income tax on its worldwide income only if all\nof the following criteria are met: (i) the places where senior management and senior management departments that are responsible\nfor daily production, operation and management of the enterprise perform their duties are mainly located within the territory of China;\n(ii) financial decisions (such as money borrowing, lending, financing and financial risk management) and personnel decisions (such\nas appointment, dismissal and salary and wages) are decided or need to be decided by organizations or persons located within the territory\nof China; (iii) main property, accounting books, corporate seal, the board of directors and files of the minutes of shareholders’\nmeetings of the enterprise are located or preserved within the territory of China; and (iv) one half (or more) of the directors\nor senior management staff having the right to vote habitually reside within the territory of China.\n\n \n\nThe\nAdministrative Measures for Enterprise Income Tax of Chinese-Controlled Overseas Incorporated Resident Enterprises (Trial Version), or\nBulletin 45, further clarifies certain issues related to the determination of tax resident status. Bulletin 45 also specifies that when\nprovided with a resident Chinese-controlled, offshore-incorporated enterprise’s copy of its recognition of residential status,\na payer does not need to withhold a 10% income tax when paying certain PRC-source income, such as dividends, interest and royalties to\nsuch Chinese-controlled offshore-incorporated enterprise.\n\n \n\nWe\nbelieve that the Cayman Islands holding company, Upincar, is not a PRC resident enterprise for PRC tax purposes. Upincar is a company\nincorporated outside China. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets\nare located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained,\noutside China. As such, we do not believe that our company meets all of the conditions above or is a PRC resident enterprise for PRC\ntax purposes. For the same reasons, we believe our other entities outside China are not PRC resident enterprises either. However, the\ntax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to\nthe interpretation of the term “de facto management body.” There can be no assurance that the PRC government will ultimately\ntake a view that is consistent with our position and there is a risk that the PRC tax authorities may deem our company as a PRC resident\nenterprise since a substantial majority of the members of our management team are located in China, in which case we would be subject\nto the EIT at the rate of 25% on worldwide income. If the PRC tax authorities determine that the Cayman Islands holding company is a\n“resident enterprise” for EIT purposes, a number of unfavorable PRC tax consequences could follow.\n\n \n\n112\n\n \n\nOne\nexample is a 10% withholding tax would be imposed on dividends we pay to our non-PRC enterprise shareholders and with respect to gains\nderived by our non-PRC enterprise shareholders from transferring our Class A Ordinary Shares. It is unclear whether, if we are considered\na PRC resident enterprise, holders of our Class A Ordinary Shares would be able to claim the benefit of income tax treaties or agreements\nentered into between China and other countries or areas.\n\n \n\nAccording\nto the Announcement of SAT on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-Resident Enterprises,\nor Circular 7, which was promulgated by the SAT and became effective on February 3, 2015, if a non-resident enterprise transfers\nthe equity interests of a PRC resident enterprise indirectly by transfer of the equity interests of an offshore holding company (other\nthan a purchase and sale of shares issued by a PRC resident enterprise in the public securities market) without a reasonable commercial\npurpose, PRC tax authorities have the power to reassess the nature of the transaction and the indirect equity transfer may be treated\nas a direct transfer. As a result, the gain derived from such transfer, which means the equity transfer price less the cost of equity,\nwill be subject to PRC withholding tax at a rate of up to 10%.\n\n \n\nUnder\nthe terms of Circular 7, a transfer which meets all of the following circumstances shall be directly deemed as having no reasonable commercial\npurposes if:\n\n \n\n \n●\nover 75% of the value of\nthe equity interests of the offshore holding company are directly or indirectly derived from PRC taxable properties;\n\n \n\n \n●\nat any time during the\nyear before the indirect transfer, over 90% of the total properties of the offshore holding company are investments within PRC territories,\nor in the year before the indirect transfer, over 90% of the offshore holding company’s revenue is directly or indirectly derived\nfrom PRC territories;\n\n \n\n \n●\nthe function performed\nand risks assumed by the offshore holding company are insufficient to substantiate its corporate existence; or\n\n \n\n \n●\nthe foreign income tax\nimposed on the indirect transfer is lower than the PRC tax imposed on the direct transfer of the PRC taxable properties.\n\n \n\nOn\nOctober 17, 2017, the SAT issued the Announcement on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises,\nor Circular 37, which took effect on December 1, 2017. Circular 37 purports to provide further clarifications by setting forth\nthe definitions of equity transfer income and tax basis, the foreign exchange rate to be used in the calculation of the withholding amount\nand the date on which the withholding obligation arises.\n\n \n\nSpecifically,\nCircular 37 provides that where the transfer income subject to withholding at source is derived by a non-PRC resident enterprise in instalments,\nthe instalments may first be treated as recovery of costs of previous investments. Upon recovery of all costs, the tax amount to be withheld\nmust then be computed and withheld.\n\n \n\nThere\nis uncertainty as to the application of Circular 7 and Circular 37. Circular 7 and Circular 37 may be determined by the PRC tax\nauthorities to be applicable to transfers of our shares that involve non-resident investors, if any of such transactions were determined\nby the tax authorities to lack a reasonable commercial purpose.\n\n \n\nAs\na result, we and our non-resident investors in such transactions may become at risk of being taxed under Circular 7 and Circular 37,\nand we may be required to comply with Circular 7 and Circular 37 or to establish that we should not be taxed under the general anti-avoidance\nrule of the EIT Law. This process may be costly and have a material adverse effect on our financial condition and results of operations.\n\n** **\n\n113\n\n** **\n\n**Value-added\nTax**\n\n \n\nUnder\nthe Circular on Comprehensively Promoting the Pilot Program of the Collection of Value-added Tax to Replace Business Tax, or Circular\n36, which was promulgated by the Ministry of Finance and the SAT on March 23, 2016 and became effective on May 1, 2016, entities\nand individuals engaging in the sale of services, intangible assets or fixed assets within the territory of the PRC are required to pay\nvalue added tax, or VAT, instead of business tax.\n\n \n\nAccording\nto the Circular 36, our PRC subsidiaries and consolidated affiliated entities are subject to VAT, at a rate of 6% to 17% on proceeds\nreceived from customers.\n\n \n\nAccording\nto the Circular of the Ministry of Finance and the SAT on Adjusting Value-added Tax Rates, where a taxpayer engages in a taxable sales\nactivity for the value-added tax purpose or imports goods, the previous applicable 17% tax rates are lowered to 16%.\n\n \n\nAccording\nto the Circular on Policies to Deepen Value-added Tax Reform, where a taxpayer engages in a taxable sales activity for the value-added\ntax purpose or imports goods, the previous applicable 16% and 10% tax rates are lowered to 13% and 9% respectively.\n\n** **\n\n**Material\nU.S. Federal Income Tax Consequences**\n\n** **\n\nThe\nfollowing sets forth the material U.S. federal income tax consequences related to the ownership and disposition of our Class A Ordinary\nShares. This description does not deal with all possible tax consequences relating to ownership and disposition of our Class A Ordinary\nShares or U.S. tax laws, other than the U.S. federal income tax laws, such as the tax consequences under non-U.S. tax laws, state, local\nand other tax laws.\n\n \n\nThe\nfollowing brief description applies only to U.S. Holders (defined below) that hold Class A Ordinary Shares as capital assets and that\nhave the U.S. dollar as their functional currency. This brief description is based on the federal income tax laws of the United States\nin effect as of the date of this annual report and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date\nof this annual report, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing\nauthorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.\n\n \n\nThe\nbrief description below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial\nowner of Class A Ordinary Shares and you are, for U.S. federal income 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) organized under the laws of the United\nStates, any state thereof or the District of Columbia;\n\n \n \n \n\n \n●\nan\nestate whose income 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 a\nU.S. person.\n\n \n\nIf\na partnership (or other entities treated as a partnership for United States federal income tax purposes) is a beneficial owner of our\nClass A Ordinary Shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities\nof the partnership. Partnerships and partners of a partnership holding our Class A Ordinary Shares are urged to consult their tax advisors\nregarding an investment in our Class A Ordinary Shares.\n\n \n\n114\n\n \n\nAn\nindividual is considered a resident of the U.S. for federal income tax purposes if he or she meets either the “Green Card Test”\nor the “Substantial Presence Test” described as follows:\n\n \n\nThe\nGreen Card Test: You are a lawful permanent resident of the United States, at any time, if you have been given the privilege, according\nto the immigration laws of the United States, of residing permanently in the United States as an immigrant. You generally have this status\nif the U.S. Citizenship and Immigration Services issued you an alien registration card, Form I-551, also known as a “green card.”\n\n \n\nThe\nSubstantial Presence Test: If an alien is present in the United States on at least 31 days of the current calendar year, he or she will\n(absent an applicable exception) be classified as a resident alien if the sum of the following equals 183 days or more (*See *§7701(b)(3)(A)\nof the Internal Revenue Code and related Treasury Regulations):\n\n \n\n \n1.\nThe actual days in the\nUnited States in the current year; plus\n\n \n\n \n2.\nOne-third of his or her\ndays in the United States in the immediately preceding year; plus\n\n \n\n \n3.\nOne-sixth of his or her\ndays in the United States in the second preceding year.\n\n** **\n\n**Passive\nForeign Investment Company (“PFIC”)**\n\n \n\nA non-U.S. corporation,\nsuch as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year if, applying applicable look-through\nrules, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50%\nor more of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets\nthat produce or are held for the production of passive income (the “asset test”). For this purpose, cash and assets readily\nconvertible into cash are categorized as passive assets and the company’s goodwill and other unbooked intangibles not reflected\non its balance sheet are taken into account. Passive income generally includes, among other things, dividends, interest, income equivalent\nto interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning a proportionate share of\nthe assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more\n(by value) of the stock.\n\n \n\nBased\nupon our current and projected income and assets, including the proceeds we received from our initial public offering and the value of\nour Class A Ordinary Shares, we do not expect to be a PFIC for the current taxable year or the foreseeable future. However, no assurance\ncan be given in this regard because the determination of whether we are or will become a PFIC for any taxable year is a factual determination\nmade annually that will depend, in part, upon the composition and classification of our income and assets. Furthermore, fluctuations\nin the market price of our Class A Ordinary Shares may cause us to be classified as 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 other 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 addition, the composition\nof our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in our initial public\noffering. Under circumstances where our revenue from activities that produce passive income significantly increases relative to our revenue\nfrom activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active\npurposes, our risk of becoming classified as a PFIC may substantially increase.\n\n \n\nIf\nwe are a PFIC for any year during which a U.S. Holder holds our Class A Ordinary Shares, we generally will continue to be treated as\na PFIC for all succeeding years during which such U.S. Holder holds our Class A Ordinary Shares, unless we were to cease to be a PFIC\nand the U.S. Holder were to make a “deemed sale” election with respect to the Class A Ordinary Shares.\n\n** **\n\n**Taxation\nof Dividends and Other Distributions on our Class A Ordinary Shares**\n\n \n\nSubject\nto the PFIC rules discussed above, the gross amount of distributions made by us to you with respect to the Class A Ordinary Shares (including\nthe amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt\nby you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under\nU.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received\ndeduction allowed to corporations in respect of dividends received from other U.S. corporations.\n\n \n\n115\n\n \n\nWith\nrespect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains\nrate applicable to qualified dividend income, provided that (1) the Class A Ordinary Shares are readily tradable on an established\nsecurities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the\nUnited States that includes an exchange of information program, (2) we are not a PFIC for either our taxable year in which\nthe dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Because there is not income\ntax treaty between the United States and the Cayman Islands, clause (1) above can be satisfied only if the Class A Ordinary\nShares are readily tradable on an established securities market in the United States. Under U.S. Internal Revenue Service authority,\nClass A Ordinary Shares are considered for purpose of clause (1) above to be readily tradable on an established securities market\nin the United States if they are listed on certain exchanges, which presently include the NYSE and the Nasdaq Stock Market. You\nare urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our Class A Ordinary\nShares, including the effects of any change in law after the date of this annual report. \n\n \n\nDividends\nwill constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income\n(as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will\nbe limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable\nto dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income.\nFor this purpose, dividends distributed by us with respect to our Class A Ordinary Shares will constitute “passive category income”\nbut could, in the case of certain U.S. Holders, constitute “general category income.”\n\n \n\nTo\nthe extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal\nincome tax principles), it will be treated first as a tax-free return of your tax basis in your Class A Ordinary Shares, and to the extent\nthe amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings\nand profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated\nas a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules\ndescribed above.\n\n** **\n\n**Taxation\nof Dispositions of Class A Ordinary Shares**\n\n \n\nSubject\nto the passive foreign investment company rules discussed above, you will recognize taxable gain or loss on any sale, exchange or other\ntaxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax\nbasis (in U.S. dollars) in the Class A Ordinary Shares. The gain or loss will be capital gain or loss. If you are a non-corporate\nU.S. Holder, including an individual U.S. Holder, who has held the Class A Ordinary Shares for more than one year, you will\ngenerally be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that\nyou recognize will generally be treated as United States source income or loss for foreign tax credit limitation purposes which\nwill generally limit the availability of foreign tax credits.\n\n** **\n\n**Information\nReporting and Backup Withholding**\n\n \n\nDividend\npayments with respect to our Class A Ordinary Shares and proceeds from the sale, exchange or redemption of our Class A Ordinary Shares\nmay be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding under Section 3406\nof the US Internal Revenue Code with at a current flat rate of 24%. 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\nwithholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax\nliability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim\nfor refund with the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for\nindividual shareholders. Transactions effected through certain brokers or other intermediaries, however, may be subject to withholding\ntaxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.\n\n \n\n116\n\n \n\nUnder\nthe Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating\nto our Class A Ordinary Shares, subject to certain exceptions (including an exception for Class A Ordinary Shares held in accounts maintained\nby certain financial institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial\nAssets, with their tax return for each year in which they hold Class A Ordinary Shares.\n\n \n\nF. Dividends\nand Paying Agents\n\n \n\nNot applicable.\n\n \n\nG. Statement\nby Experts\n\n \n\nNot applicable.\n\n \n\nH. Documents\non 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\nafter the end of each fiscal year. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information\nstatements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign\nprivate issuer, we are exempt from the rules of the Exchange Act prescribing, among other things, the furnishing and content of\nproxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and\nshort-swing profit recovery provisions contained in Section 16 of the Exchange Act. Nevertheless,\nour directors and officers are required to file Section 16(a) reports (Forms 3, 4, and 5) with the SEC to report beneficial ownership\ninterests in us.\n\n \n\nI.\nSubsidiary Information\n\n \n\nFor\na listing of our subsidiaries, see “Item 3. Key Information — Our Corporate Structure.”"}