{"url_path":"/sec/yddl/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/2034723/0001213900-26-048051-index.html","accession_number":"0001213900-26-048051","cik":"0002034723","ticker":"YDDL","issuer_name":"One & one Green Technologies. INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/2034723/0001213900-26-048051-index.html","primary_entity_key":"0002034723","primary_entity_name":"One & one Green Technologies. INC"},"word_count":13715,"has_tables":true,"body_markdown":"**ITEM 10.\nADDITIONAL INFORMATION**\n\n \n\n**10.A.\nShare Capital**\n\n \n\nNot\nApplicable.\n\n \n\n46\n\n \n\n \n\n**10.B.\nMemorandum and Articles of Association**\n\n \n\nA\ncopy of our Amended and Restated Memorandum and Articles of Association, as adopted by special resolution passed on December 27, 2024,\nis filed as an exhibit to this annual report.\n\n \n\nWe\nare an exempted company incorporated with limited liability in the Cayman Islands and, our affairs are governed by our Amended and Restated\nMemorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands.\n\n \n\nAs\nof the date of this annual report, our authorized share capital is US$50,000 divided into 500,000,000 ordinary shares, consisting of\n489,796,040 Class A Ordinary Shares and 10,203,960 Class B Ordinary Shares, par value US$0.0001 each. Each Class B Ordinary Share\nis entitled to twenty (20) votes and each Class A Ordinary Share is entitled to one (1) vote.\n\n \n\nAs of the date of this annual report, we have 45,829,373 Class A Ordinary\nShares and 10,203,960 Class B Ordinary Shares issued and outstanding.\n\n \n\nMs. Caifen Yan, the Chairman of the Board and Director of the Company,\nthrough One and one International Limited, beneficially owns approximately 91.19% of the total voting power as of the date of this Annual\nReport. Accordingly, Ms. Yan, through One and one International Limited, will have significant influence in determining the outcome of\nany corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, election of directors\nand other significant corporate actions.\n\n** **\n\n**Our\nAmended and Restated Memorandum and Articles of Association**\n\n \n\nThe\nfollowing are summaries of certain material provisions of our Amended and Restated Memorandum and Articles of Association and of the\nCompanies Act insofar as they relate to the material terms of our Class A Ordinary Shares.\n\n** **\n\n**General**\n\n \n\nFor\nthe purposes of this section, references to “Shareholders” mean those Shareholders whose names and number of shares are entered\nin our register of members. Only persons who are registered in our register of members are recognized under Cayman Islands law as our\nShareholders. As a result, only registered Shareholders have legal standing under Cayman Islands law to institute shareholder actions\nagainst us or otherwise seek to enforce their rights as Shareholders.\n\n** **\n\n**Dividends**\n\n \n\nSubject\nto the Companies Act and our Articles of Association, our Company in general meeting may declare dividends in any currency to be paid\nto the members but no dividend shall be declared in excess of the amount recommended by our board of directors.\n\n \n\nExcept\nin so far as the rights attaching to, or the terms of issue of, any share may otherwise provide:\n\n \n\n(i)all\ndividends shall be declared and paid according to the amounts paid up on the shares in respect\nof which the dividend is paid, although no amount paid up on a share in advance of calls\nshall for this purpose be treated as paid up on the share;\n\n \n\n(ii)all\ndividends shall be apportioned and paid pro rata in accordance with the amount paid up on\nthe shares during any portion(s) of the period in respect of which the dividend is paid;\nand\n\n \n\n(iii)our\nboard of directors may deduct from any dividend or other monies payable to any member all\nsums of money (if any) presently payable by him to our Company on account of calls, instalments\nor otherwise.\n\n \n\nWhere\nour board of directors or our Company in general meeting has resolved that a dividend should be paid or declared, our board of directors\nmay resolve:\n\n \n\n(aa)that\nsuch dividend be satisfied wholly or in part in the form of an allotment of shares credited\nas fully paid up, provided that the members entitled to such dividend will be entitled to\nelect to receive such dividend (or part thereof) in cash in lieu of such allotment; or\n\n \n\n(bb)that\nthe members entitled to such dividend will be entitled to elect to receive an allotment of\nshares credited as fully paid up in lieu of the whole or such part of the dividend as our\nboard of directors may think fit.\n\n \n\n47\n\n \n\n \n\nUpon\nthe recommendation of our board of directors, our Company may by ordinary resolution in respect of any one particular dividend of our\nCompany determine that it may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any\nright to members to elect to receive such dividend in cash in lieu of such allotment.\n\n \n\nAny\ndividend, bonus or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post. Every such\ncheque or warrant shall be made payable to the order of the person to whom it is sent and shall be sent at the holder’s or joint\nholders’ risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to our Company.\nAny one of two or more joint holders may give effectual receipts for any dividends or other monies payable or property distributable\nin respect of the shares held by such joint holders.\n\n \n\nWhenever\nour board of directors or our Company in general meeting has resolved that a dividend be paid or declared, our board of directors may\nfurther resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind.\n\n \n\nOur\nboard of directors may, if it thinks fit, receive from any member willing to advance the same, and either in money or money’s worth,\nall or any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and in respect of all or any of\nthe monies so advanced may pay interest at such rate (if any) not exceeding 20% per annum, as our board of directors may decide, but\na payment in advance of a call shall not entitle the member to receive any dividend or to exercise any other rights or privileges as\na member in respect of the share or the due portion of the shares upon which payment has been advanced by such member before it is called\nup.\n\n \n\nAll\ndividends, bonuses or other distributions unclaimed for one year after having been declared may be invested or otherwise used by our\nboard of directors for the benefit of our Company until claimed and our Company shall not be constituted a trustee in respect thereof.\nAll dividends, bonuses or other distributions unclaimed for six years after having been declared may be forfeited by our board of\ndirectors and, upon such forfeiture, shall revert to our Company.\n\n \n\nNo\ndividend or other monies payable by our Company on or in respect of any share shall bear interest against our Company.\n\n \n\nOur\nCompany may exercise the power to cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants\nremain uncashed on two consecutive occasions or after the first occasion on which such a cheque or warrant is returned undelivered.\n\n** **\n\n**Voting\nRights**\n\n \n\nSubject\nto any special rights, restrictions or privileges as to voting for the time being attached to any class or classes of shares at any general\nmeeting: (a) on a poll every member present in person or by proxy or, in the case of a member being a corporation, by our duly authorized\nrepresentative shall have one vote for every share which is fully paid or credited as fully paid registered in his name in the register\nof members of our Company but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated\nfor this purpose as paid up on the share; and (b) on a show of hands every member who is present in person (or, in the case of a\nmember being a corporation, by our duly authorized representative) or by proxy shall have one vote. Where more than one proxy is appointed\nby a member which is a Clearing House (as defined in the Articles) (or its nominee(s)) or a central depository house (or its nominee(s)),\neach such proxy shall have one vote on a show of hands. On a poll, a member entitled to more than one vote need not use all his votes\nor cast all the votes he does use in the same way.\n\n** **\n\n**Transfer\nof Class A Ordinary Shares**\n\n \n\nSubject\nto the Companies Act and our Articles of Association, all transfers of shares shall be effected by an instrument of transfer in the usual\nor common form or in such other form as our board of directors may approve and may be under hand or, if the transferor or transferee\nis a Clearing House (as defined in the Articles) (or its nominee(s)) or a central depository house (or its nominee(s)), under hand or\nby machine imprinted signature, or by such other manner of execution as our board of directors may approve from time to time.\n\n \n\nExecution\nof the instrument of transfer shall be by or on behalf of the transferor and the transferee, provided that our board of directors may\ndispense with the execution of the instrument of transfer by the transferor or transferee or accept mechanically executed transfers.\nThe transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the register of members\nof our Company in respect of that share.\n\n \n\n48\n\n \n\n \n\nOur\nboard of directors may, in our absolute discretion, at any time and from time to time remove any share on the principal register to any\nbranch register or any share on any branch register to the principal register or any other branch register. Unless our board of directors\notherwise agrees, no shares on the principal register shall be removed to any branch register nor shall shares on any branch register\nbe removed to the principal register or any other branch register. All removals and other documents of title shall be lodged for registration\nand registered, in the case of shares on any branch register, at the registered office and, in the case of shares on the principal register,\nat the place at which the principal register is located.\n\n \n\nOur\nboard of directors may, in our absolute discretion, decline to register a transfer of any share (not being a fully paid up share) to\na person of whom it does not approve or on which our Company has a lien. It may also decline to register a transfer of any share issued\nunder any share option scheme upon which a restriction on transfer subsists or a transfer of any share to more than four joint holders.\n\n \n\nOur\nboard of directors may decline to recognize any instrument of transfer unless a certain fee, up to such maximum sum as Nasdaq may determine\nto be payable, is paid to our Company, the instrument of transfer is properly stamped (if applicable), is in respect of only one class\nof share and is lodged at our registered office or the place at which the principal register is located accompanied by the relevant share\ncertificate(s) and such other evidence as our board of directors may reasonably require is provided to show the right of the transferor\nto make the transfer (and if the instrument of transfer is executed by some other person on his behalf, the authority of that person\nso to do).\n\n \n\nThe\nregistration of transfers of shares or of any class of shares may, after compliance with any notice requirement of Nasdaq, be suspended\nat such times and for such periods (not exceeding in the whole thirty days in any year) as our board of directors may determine.\n\n \n\nFully\npaid shares shall be free from any restriction on transfer (except when permitted by Nasdaq) and shall also be free from all liens.\n\n** **\n\n**Procedures\non liquidation**\n\n \n\nA\nresolution that our Company be wound up by the court or be wound up voluntarily shall be a special resolution of our shareholders.\n\n \n\nSubject\nto any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being\nattached to any class or classes of shares:\n\n \n\n(i)if\nour Company is wound up, the surplus assets remaining after payment to all creditors shall\nbe divided among the members in proportion to the capital paid up on the shares held by them\nrespectively; and\n\n \n\n(ii)if\nour Company is wound up and the surplus assets available for distribution among the members\nare insufficient to repay the whole of the paid-up capital, such assets shall be distributed,\nsubject to the rights of any shares which may be issued on special terms and conditions,\nso that, as nearly as may be, the losses shall be borne by the members in proportion to the\ncapital paid up on the shares held by them, respectively.\n\n \n\nIf\nour Company is wound up (whether the liquidation is voluntary or compelled by the court), the liquidator may, with the sanction of a\nspecial resolution and any other sanction required by the Companies Act, divide among the members in specie or kind the whole or any\npart of the assets of our Company, whether the assets consist of property of one kind or different kinds, and the liquidator may, for\nsuch purpose, set such value as he deems fair upon any one or more class or classes of property to be so divided and may determine how\nsuch division shall be carried out as between the members or different classes of members and the members within each class. The liquidator\nmay, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator thinks\nfit, but so that no member shall be compelled to accept any shares or other property upon which there is a liability.\n\n** **\n\n**Calls\non Class A Ordinary Shares and Forfeiture of Class A Ordinary Shares**\n\n \n\nSubject\nto these Articles and to the terms of allotment, our board of directors may, from time to time, make such calls as it thinks fit upon\nthe members in respect of any monies unpaid on the shares held by them respectively (whether on account of the nominal value of the shares\nor by way of premium) and not by the conditions of allotment of such shares made payable at fixed times. A call may be made payable either\nin one sum or by instalments. If the sum payable in respect of any call or instalment is not paid on or before the day appointed\nfor payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding 20% per\nannum as our board of directors shall fix from the day appointed for payment to the time of actual payment, but our board of directors\nmay waive payment of such interest wholly or in part. Our board of directors may, if it thinks fit, receive from any member willing to\nadvance the same, either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon\nany shares held by him, and in respect of all or any of the monies so advanced our Company may pay interest at such rate (if any) not\nexceeding 20% per annum as our board of directors may decide.\n\n \n\n49\n\n \n\n \n\nIf\na member fails to pay any call or instalment of a call on the day appointed for payment, our board of directors may, for so long\nas any part of the call or instalment remains unpaid, serve not less than 14 days’ notice on the member requiring payment\nof so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to\nthe date of actual payment. The notice shall name a further day (not earlier than the expiration of 14 days from the date of\nthe notice) on or before which the payment required by the notice is to be made, and shall also name the place where payment is to be\nmade. The notice shall also state that, in the event of non-payment at or before the appointed time, the shares in respect of which the\ncall was made will be liable to be forfeited.\n\n \n\nIf\nthe requirements of any such notice are not complied with, any share in respect of which the notice has been given may at any time thereafter,\nbefore the payment required by the notice has been made, be forfeited by a resolution of our board of directors to that effect. Such\nforfeiture will include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture.\n\n \n\nA\nperson whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall, nevertheless, remain\nliable to pay to our Company all monies which, at the date of forfeiture, were payable by him to our Company in respect of the shares\ntogether with (if our board of directors shall in our discretion so require) interest thereon from the date of forfeiture until payment\nat such rate not exceeding 20% per annum as our board of directors may prescribe.\n\n** **\n\n**Redemption\nof Class A Ordinary Shares**\n\n \n\nSubject\nto the Companies Act, our Articles of Association, and, where applicable, the Nasdaq listing rules or any other law or so far as not\nprohibited by any law and subject to any rights conferred on the holders of any class of Shares, any power of our Company to purchase\nor otherwise acquire all or any of its own Shares (which expression as used in this Article includes redeemable Shares) be exercisable\nby our board of directors in such manner, upon such terms and subject to such conditions as it thinks fit.\n\n \n\nSubject\nto the Companies Act, our Articles of Association, and to any special rights conferred on the holders of any Shares or attaching to any\nclass of Shares, Shares may be issued on the terms that they may, at the option of our Company or the holders thereof, be liable to be\nredeemed on such terms and in such manner, including out of capital, as our board of directors may deem fit.\n\n** **\n\n**Variations\nof Rights of Class A Ordinary Shares and Class B Ordinary Shares**\n\n \n\nSubject\nto the Companies Act and without prejudice to our Articles of Association, if at any time the share capital of our Company is divided\ninto different classes of shares, all or any of the special rights attached to any class of shares may (unless otherwise provided for\nby the terms of issue of the shares of that class) be varied, modified or abrogated with the sanction of a special resolution passed\nat a separate general meeting of the holders of the shares of that class. The provisions of the Articles relating to general meetings\nshall mutatis mutandis apply to every such separate general meeting, but so that the necessary quorum (whether at a separate general\nmeeting or at its adjourned meeting) shall be not less than a person or persons together holding (or, in the case of a member being a\ncorporation, by our duly authorized representative) or representing by proxy not less than one-third in nominal value of the issued shares\nof that class. Every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him, and any\nholder of shares of the class present in person or by proxy may demand a poll.\n\n \n\nAny\nspecial rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights\nattaching to the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking *pari passu*therewith.\n\n** **\n\n50\n\n \n\n** **\n\n**General\nMeetings of Shareholders**\n\n \n\nOur\nCompany must hold an annual general meeting each fiscal year other than the fiscal year of our Company’s adoption of our Articles\nof Association.\n\n \n\nExtraordinary\ngeneral meetings may be convened on the requisition of one or more members holding, at the date of deposit of the requisition, not less\nthan one tenth of the paid up capital of our Company having the right of voting at general meetings. Such requisition shall be made in\nwriting to our board of directors or the secretary of our Company for the purpose of requiring an extraordinary general meeting to be\ncalled by our board of directors for the transaction of any business specified in such requisition. Such meeting shall be held within\ntwo months after the deposit of such requisition. If within 21 days of such deposit, our board of directors fails to proceed\nto convene such meeting, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred\nby the requisitionist(s) as a result of the failure of our board of directors shall be reimbursed to the requisitionist(s) by\nour Company.\n\n \n\nEvery\ngeneral meeting of our Company shall be called by at least 10 clear days’ notice in writing. The notice shall be exclusive\nof the day on which it is served or deemed to be served and of the day for which it is given, and must specify the time, place\nand agenda of the meeting and particulars of the resolution(s) to be considered at that meeting and the general nature of that business.\n\n \n\nAlthough\na meeting of our Company may be called by shorter notice than as specified above, such meeting may be deemed to have been duly called\nif it is so agreed:\n\n \n\n(i)in\nthe case of an annual general meeting, by all members of our Company entitled to attend and\nvote thereat; and\n\n \n\n(ii)in\nthe case of any other meeting, by a majority in number of the members having a right to attend\nand vote at the meeting holding not less than 95% of the total voting rights at the meetings\nof all our shareholders.\n\n \n\nAll\nbusiness transacted at an extraordinary general meeting shall be deemed special business. All business shall also be deemed special business\nwhere it is transacted at an annual general meeting, with the exception of the election of Directors which shall be deemed ordinary business.\n\n \n\nNo\nbusiness other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present\nwhen the meeting proceeds to business and continues to be present until the conclusion of the meeting.\n\n \n\nThe\nquorum for a general meeting shall be two members entitled to vote and present in person (or in the case of a member being a corporation,\nby our duly authorized representative) or by proxy representing not less than one-third (1/3) in nominal value of the total issued voting\nshares in our Company throughout the meeting.\n\n** **\n\n**Inspection\nof Books and Records**\n\n \n\nOur\nshareholders have no general right to inspect or obtain copies of the register of members or corporate records of our company (other\nthan the memorandum and articles of association, special resolutions which have been passed by shareholders, register of mortgages and\ncharges, and a list of current directors). Our directors have discretion under our Amended and Restated Memorandum and Articles of Association\nto determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged\nto make them available to our shareholders.\n\n** **\n\n51\n\n \n\n** **\n\n**Changes\nin Capital**\n\n \n\nSubject\nto the Companies Act, our shareholders may, by ordinary resolution:\n\n \n\n(a)increase\nour share capital by new shares of the amount fixed by that ordinary resolution and with\nthe attached rights, priorities and privileges set out in that ordinary resolution;\n\n \n\n(b)consolidate\nand divide all or any of our share capital into shares of larger amount than our existing\nshares;\n\n \n\n(c)sub-divide\nour shares or any of them into our shares of smaller amount than is fixed by our Company’s\nMemorandum of Association, so, however, that in the subdivision the proportion between the\namount paid and the amount, if any, unpaid on each reduced our shares shall be the same as\nit was in case of the share from which the reduced our shares is derived;\n\n \n\n(d)cancel\nany shares which, at the date of the passing of that ordinary resolution, have not been taken\nor agreed to be taken by any person and diminish the amount of our share capital by the amount\nof the shares so cancelled; and\n\n \n\n(e)convert\nall or any of our paid-up shares into stock, and reconvert that stock into paid up shares\nof any denomination.\n\n \n\nSubject\nto the Companies Act and to any rights for the time being conferred on the shareholders holding a particular class of shares, our shareholders\nmay, by special resolution, reduce our share capital or any capital redemption reserve in any way.\n\n \n\nSubject\nto the Companies Act and to any rights for the time being conferred on the shareholders holding a particular class of shares, our shareholders\nmay, by special resolution, reduce our share capital or any capital redemption reserve in any way.\n\n** **\n\n**Certain\nCayman Islands Company Considerations**\n\n** **\n\n**Exempted\nCompany**\n\n \n\nWe\nare an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies\nand exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands\nmay apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary\ncompany except for the exemptions and privileges listed below:\n\n \n\n●an\nexempted company does not have to file an annual return of its shareholders with the Registrar\nof Companies in the Cayman Islands;\n\n \n\n●an\nexempted company’s register of members is not open to inspection;\n\n \n\n●an\nexempted company does not have to hold an annual general meeting;\n\n \n\n●an\nexempted company may issue no par value shares;\n\n \n\n●an\nexempted company may obtain an undertaking against the imposition of any future taxation;\n\n \n\n●an\nexempted company may register by way of continuation in another jurisdiction and be deregistered\nin the Cayman Islands;\n\n \n\n●an\nexempted company may register as a limited duration company; and\n\n \n\n●an\nexempted company may register as a segregated portfolio company.\n\n \n\n52\n\n \n\n \n\n“Limited\nliability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the\ncompany (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper\npurpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).\n\n** **\n\n**Differences\nin Corporate Law**\n\n \n\nThe\nCompanies Act is modeled after that of England and Wales but does not follow recent statutory enactments in England. In addition, the\nCompanies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of\nthe significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated\nin the State of Delaware.\n\n \n\nThis\ndiscussion does not purport to be a complete statement of the rights of holders of our Class A Ordinary Shares under applicable law in\nthe Cayman Islands or the rights of holders of the common stock of a typical corporation under applicable Delaware law.\n\n** **\n\n**Mergers\nand Similar Arrangements**\n\n \n\nThe\nCompanies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman\nIslands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting\nof their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a “consolidation”\nmeans the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and\nliabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent\ncompany must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the\nshareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s\narticles of association. The plan must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as\nto the solvency of the consolidated or surviving company, a statement setting out the assets and liabilities of each constituent company\nand an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent\ncompany and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required\nfor a merger or consolidation which is effected in compliance with these statutory procedures.\n\n \n\nA\nmerger between a Cayman Islands parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution\nof shareholders. For this purpose a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote\nare owned by the parent company.\n\n \n\nThe\nconsent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived\nby a court in the Cayman Islands.\n\n \n\nSave\nin certain circumstances, a dissentient shareholder of a Cayman constituent company is entitled to payment of the fair value of his shares\nupon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for\nthe right to seek relief on the grounds that the merger or consolidation is void or unlawful.\n\n \n\nSeparate\nfrom the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate\nthe reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a) three-fourths\nin value of each class of shareholders, or (b) a majority in number representing three-fourths in value of each class of creditors with\nwhom the arrangement is to be made, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings,\nconvened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the\nCayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved,\nthe court can be expected to approve the arrangement if it determines that:\n\n \n\n●the\nstatutory provisions as to the required majority vote have been met;\n\n \n\n●the\nshareholders have been fairly represented at the meeting in question and the statutory majority\nare acting bona fide without coercion of the minority to promote interests adverse to those\nof the class;\n\n \n\n●the\narrangement is such that may be reasonably approved by an intelligent and honest man of that\nclass acting in respect of his interest; and\n\n \n\n●the\narrangement is not one that would more properly be sanctioned under some other provision\nof the Companies Act.\n\n \n\n53\n\n \n\n \n\nThe\nCompanies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient\nminority shareholder upon a tender offer. When a tender offer is made and accepted by holders of ninety percent (90%) of the shares affected\nwithin four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the\nholders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand\nCourt of the Cayman Islands.\n\n \n\nIf\nan arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which\nwould otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash\nfor the judicially determined value of the shares.\n\n** **\n\n**Shareholders’\nSuits**\n\n \n\nIn\nprinciple, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder.\nHowever, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands\ncourt can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto)\nso that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company\nto challenge actions where:\n\n \n\n●a\ncompany acts or proposes to act illegally or ultra vires;\n\n \n\n●the\nact complained of, although not ultra vires, could only be effected duly if authorized by\nmore than a simple majority vote that has not been obtained; and\n\n \n\n●those\nwho control the company are perpetrating a “fraud on the minority.”\n\n** **\n\n**Indemnification\nof Directors and Executive Officers and Limitation of Liability**\n\n \n\nCayman\nIslands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification\nof officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public\npolicy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Amended and Restated Memorandum\nand Articles of Association provide that that we shall indemnify our officers and directors against all actions, proceedings, costs,\ncharges, expenses, losses, damages or liabilities incurred or sustained by such directors or officer, other than by reason of such person’s\ndishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any\nmistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice\nto the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether\nsuccessfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or\nelsewhere.\n\n \n\nThis\nstandard of conduct is generally the same as permitted under the Delaware General Corporation Act for a Delaware corporation. In addition,\nwe intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with\nadditional indemnification beyond that provided in our Amended and Restated Memorandum and Articles of Association. Insofar as indemnification\nfor liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing\nprovisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the\nSecurities Act and is therefore unenforceable.\n\n** **\n\n**Directors’\nFiduciary Duties**\n\n \n\nUnder\nDelaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty\nhas two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care\nthat an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and\ndisclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires\nthat a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use\nhis or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best\ninterest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder\nand not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis,\nin good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption\nmay be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by\na director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.\n\n \n\n54\n\n \n\n \n\nAs\na matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company\nand therefore it is considered that he owes the following duties to the company — a duty to act bona fide in the best\ninterests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do\nso) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his\nor her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously\nconsidered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be\nexpected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective\nstandard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.\n\n** **\n\n**Shareholder\nAction by Written Consent**\n\n \n\nUnder\nthe Delaware General Corporation Act, a corporation may eliminate the right of shareholders to act by written consent by amendment to\nits certificate of incorporation. Our Articles of Association provide that any action required or permitted to be taken at general meetings\nof our Company may only be taken upon the vote of shareholders at general meeting and shareholders may approve corporate matters by way\nof a unanimous written resolution without a meeting being held.\n\n** **\n\n**Shareholder\nProposals**\n\n \n\nUnder\nthe Delaware General Corporation Act, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided\nit complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other\nperson authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.\n\n \n\nThe\nCompanies Act does not provide shareholders with rights to requisition a general meeting nor any right to put any proposal before a general\nmeeting. However, these rights may be provided in a company’s articles of association. Our Articles of Association allow any one\nor more of our shareholders who together hold shares which carry in aggregate not less than one tenth of the paid-up capital of our company\nhaving the right of voting at general meetings to requisition an extraordinary general meeting of our shareholders, in which case our\nboard is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Other\nthan this right to requisition a shareholders’ meeting, our Articles of Association do not provide our shareholders with any other\nright to put proposals before annual general meetings or extraordinary general meetings. As an exempted Cayman Islands company, we are\nnot obliged by law to call shareholders’ annual general meetings.\n\n** **\n\n**Cumulative\nVoting**\n\n \n\nUnder\nthe Delaware General Corporation Act, cumulative voting for elections of directors is not permitted unless the corporation’s certificate\nof incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders\non a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single\ndirector, which increases the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands\nlaw, our Articles of Association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections\nor rights on this issue than shareholders of a Delaware corporation.\n\n** **\n\n**Removal\nof Directors**\n\n \n\nUnder\nthe Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval\nof a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our Articles\nof Association, directors may be removed by an ordinary resolution of our shareholders.\n\n** **\n\n55\n\n \n\n** **\n\n**Transactions\nwith Interested Shareholders**\n\n \n\nThe\nDelaware General Corporation Act contains a business combination statute applicable to Delaware corporations whereby, unless the corporation\nhas specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging\nin certain business combinations with an “interested shareholder” for three years following the date that such person\nbecomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more\nof the target’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential\nacquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if,\namong other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either\nthe business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential\nacquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.\n\n \n\nCayman\nIslands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business\ncombination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders,\nit does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate\npurpose and not with the effect of constituting a fraud on the minority shareholders.\n\n** **\n\n**Dissolution;\nWinding Up**\n\n \n\nUnder\nthe Delaware General Corporation Act, unless the board of directors approves the proposal to dissolve, dissolution must be approved by\nshareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors\nmay it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to\ninclude in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.\n\n \n\nUnder\nCayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its\nmembers or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority\nto order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to\ndo so. Under the Companies Act and our Articles of Association, our company may be dissolved, liquidated or wound up by a special resolution\nof our shareholders.\n\n** **\n\n**Variation\nof Rights of Shares**\n\n \n\nUnder\nthe Delaware General Corporation Act, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding\nshares of such class, unless the certificate of incorporation provides otherwise. Under our Articles of Association, if our share capital\nis divided into more than one class of shares, we may vary the rights attached to any class with the sanction of a special resolution\npassed at a separate meeting of the holders of the shares of that class.\n\n** **\n\n**Amendment\nof Governing Documents**\n\n \n\nUnder\nthe Delaware General Corporation Act, a corporation’s governing documents may be amended with the approval of a majority of the\noutstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law,\nour Amended and Restated Memorandum and Articles of Association may only be amended by a special resolution of our shareholders.\n\n** **\n\n**Rights\nof Non-Resident or Foreign Shareholders**\n\n \n\nThere\nare no limitations imposed by our Amended and Restated Memorandum and Articles of Association on the rights of non-resident or foreign\nshareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Amended and Restated Memorandum\nand Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.\n\n \n\n**10.C.\nMaterial Contracts**\n\n \n\nWe\nhave not entered into any material contracts other than in the ordinary course of business and other than those described in “*Item 4.\nInformation on the Company*” or elsewhere in this annual report.\n\n \n\n56\n\n \n\n \n\n**10.D.\nExchange Controls**\n\n** **\n\n**Cayman\nIslands**\n\n \n\nThere\nare currently no exchange control regulations in the Cayman Islands,\nHong Kong or the Philippines applicable to us or our shareholders.\n\n \n\n**10.E.\nTaxation**\n\n \n\nThe\nfollowing discussion of material Cayman Islands, the Philippines and United States federal income tax consequences of an investment in\nOne and one’s Class A Ordinary Shares is based upon laws and relevant interpretations thereof in effect as of the date of this\nannual report, all of which are subject to change. This discussion does not deal with all possible tax consequences relating to an investment\nin One and one’s Class A Ordinary Shares, such as the tax consequences under state, local and other tax laws.\n\n \n\n**Cayman\nIslands Taxation**\n\n \n\nThe\nCayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is\nno taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to our Company levied by\nthe Government of the Cayman Islands save for certain stamp duties which may be applicable, from time to time, on certain instruments.\nNo stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies save for those which hold interests\nin land in the Cayman Islands. There are no exchange control regulations or currency restrictions in effect in the Cayman Islands.\n\n \n\nPayments\nof dividends and capital in respect of the ordinary shares will not be subject to taxation in the Cayman Islands and no withholding will\nbe required on the payment of a dividend or capital to any holder of ordinary shares, nor will gains derived from the disposal of ordinary\nshares be subject to Cayman Islands income or corporation tax.\n\n** **\n\n**Philippines\nTax Considerations**\n\n \n\nThe\nfollowing is a general description of Philippine tax considerations generally applicable to investment in our Class A Ordinary Shares.\nThe statements made under this section are based on laws and regulations in force as at the date of this annual report and are subject\nto any changes occurring after such date. Subsequent legislative, judicial or administrative changes or interpretations may be retroactive\nand could affect the tax consequences to the prospective investor.\n\n \n\nThe\nPhilippine tax treatment of a prospective investor may vary depending on his/her particular circumstances; and certain investors may\nbe subject to special rules not discussed below. The discussions below does not purport to address all tax aspects that may be important\nto a prospective investor. Prospective investors are advised to consult their own tax advisers concerning the tax consequences of their\ninvestment in our Class A Ordinary Shares.\n\n \n\nAs\nused in this section, the term “resident alien” refers to an individual whose residence is within the Philippines and who\nis not a citizen thereof. A “non-resident alien” is an individual whose residence is not within the Philippines and who is\nnot a citizen thereof. A non-resident alien who is actually within the Philippines for an aggregate period of more than 180 days\nduring any calendar year is considered a “non-resident alien engaged in trade or business in the Philippines;” otherwise,\nsuch non-resident alien who is actually within the Philippines for an aggregate period of 180 days or less during any calendar year\nis considered a “non-resident alien not engaged in trade or business in the Philippines.” A “domestic corporation”\nis created or organized under the laws of the Philippines; a “resident foreign corporation” is a non-Philippine corporation\nengaged in trade or business in the Philippines; and a “non-resident foreign corporation” is a non-Philippine corporation\nnot engaged in trade or business in the Philippines.\n\n** **\n\n**Overview\nof Philippine Taxation**\n\n \n\nOn\nJanuary 1, 2018, Republic Act No. 10963, otherwise known as the Tax Reform for Acceleration and Inclusion (“**TRAIN**”)\ntook effect. TRAIN repealed certain provisions of Republic Act No. 8024, or the National Internal Revenue Code of 1997. The TRAIN Law\nis a consolidation of House Bill No. 5636 and Senate Bill No. 1592 that were passed by the House of Representatives and the Senate after\nthe approval of the bicameral conference committee report. It amended several provisions of the Tax Code of the Philippines including\nincome tax of individuals, capital gains tax on the sale and disposition of shares of stock, estate tax, donor’s tax, and documentary\nstamp tax.\n\n \n\n57\n\n \n\n \n\nOn\n26 March 2021, President Rodrigo Duterte signed Republic Act No. 11534, otherwise known as the Corporate Recovery and Tax Incentives\nfor Enterprises (“**CREATE Act**”). It amended several provisions of the Tax Code of the Philippines; in particular, lowering\ncorporate income tax rates and rationalizing fiscal incentives. Primarily, the CREATE Act reduced the regular corporate income tax rate\nfor both domestic and foreign corporations from thirty percent (30%) to twenty five percent (25%). Depending on the net taxable income\nand total assets of a domestic corporation, the regular corporate income tax rate may be further reduced to twenty percent (20%).\n\n** **\n\n**Personal\nIncome Tax in the Philippines**\n\n \n\nResident\ncitizens of the Philippines are taxed on their worldwide income; while non-resident citizens and aliens, whether resident or not, are\ntaxed only on income from sources within the Philippines.\n\n \n\nPursuant\nto the TRAIN Act and effective January 1, 2023, the personal income tax rates are as follows:\n\n \n\n**Range\nof Annual Taxable Income**\n \n**Tax\nDue**\n\nNot\nover PhP 250,000.00\n \nExempted\nfrom Personal Income Tax\n\nOver\nPhP 250,000 but not over PhP 400,000.00\n \n15%\nof the excess over PhP 250,000.00\n\nOver\nPhP 400,000.00 but not over PhP 800,000.00\n \nPhP\n22,500.00 + 20% of the excess over PhP 400,000.00\n\nOver\nPhP 800,000.00 but not over PhP 2,000,000.00\n \nPhP\n102,500.00 + 25% of the excess over PhP 800,000.00\n\nOver\nPhP 2,000,000.00 but not over PhP 8,000,000.00\n \nPhP\n402,500.00 + 30% of the excess over PhP 2,000,000.00\n\nOver\nPhP 8,000,000.00\n \nPhP\n2,202,500.00 + 35% of the excess over PhP 8,000,000.00\n\n** **\n\n**Corporate\nIncome Tax**\n\n \n\nA\ndomestic corporation is taxed on their worldwide income; while a non-resident corporation is taxed only on their Philippine-sourced income.\n\n \n\nEffective\nJuly 1, 2020, the CREATE Act reduced the corporate income tax rate for domestic corporations and resident foreign corporations (RFCs)\nfrom thirty percent (30%) to twenty five percent (25%).\n\n \n\nFor\ndomestic corporations which are classified as micro, small, or medium-sized (i.e., total assets of PhP 100 million and below, and\nwith net taxable income of PhP 5 Million and below), the corporate tax rate is set at a preferential rate of twenty percent (20%).\n\n \n\nFor\nnon-resident foreign corporations, the corporate income tax is set at twenty five percent (25%).\n\n \n\nEffective\nJanuary 2022, the corporate income tax rate for regional operating headquarters (ROHQs) is increased from ten percent (10%) to twenty\nfive percent (25%).\n\n \n\nFrom\nJuly 2023, the minimum corporate income tax (MCIT) reverts back to the old rate of two percent (2%). As a way to address the COVID-19\npandemic, the CREATE Act, from July 2020 to June 2023, reduced the minimum corporate income tax to one percent (1%).\n\n \n\nSimilarly,\nthe regular corporate income tax for proprietary educational institutions and non-profit hospitals will revert back to ten percent (10%)\nof the taxable income. From July 2020 to June 2023, the CREATE Act reduced the rate to one percent (1%).\n\n** **\n\n**Dividends**\n\n \n\nCash\nand property dividends received from a domestic corporation by a Philippine citizens or resident foreign citizens are subject to a final\nwithholding tax rate of ten percent (10%). Cash and property dividends received from a domestic corporation by a non-resident foreign\ncitizen, engaged in trade or business in the Philippines, is subject to a final withholding tax rate of twenty percent (20%), while those\nreceived by non-resident foreign citizens not engaged in trade or business in the Philippines are subject to a final withholding tax\nrate of twenty-five percent (25%).\n\n \n\n58\n\n \n\n \n\nDividends\nreceived by a domestic corporation or a resident foreign corporation from another domestic corporation are not subject to tax and are\nexcluded from a recipient’s taxable income. On the other hand, dividends remitted by a Philippine subsidiary to a non-resident\nforeign company are subject to a final withholding tax at the rate of twenty five percent (25%). The final withholding tax rate may be\nlowered to fifteen percent (15%) provided that either: (a) the country of the parent company does not impose income tax on such\ndividends; and (b) allows a tax deemed paid credit of 10%, representing the difference between the corporate tax rate and the 15%\ntax on dividends.\n\n \n\nFurthermore,\nif the country of the parent company has an income tax treaty with the Philippines then such parent company may avail of the preferential\ntax rates under such tax treaty, subject to compliance with the submission of a tax treaty relief application.\n\n \n\nFor\nforeign-sourced dividends, the CREATE Act provided for a tax exemption on such dividends received by a domestic corporation subject to\na minimum ownership stake of twenty percent (20%) of the outstanding capital stock of the foreign company for at least two (2) years\nand a mandatory reinvestment of the earning in the Philippines. Specifically, Revenue Regulation No. 05-2021, as amended, requires\nthat: (a) the domestic corporation must reinvest the dividends received within the next taxable year; (b) the received dividends\nshould be allocated towards working capital requirements, capital expenditures, or investments in domestic subsidiaries and infrastructure\nprojects; and (c) the domestic corporation must directly hold twenty percent (20%) in value of the outstanding shares of the foreign\ncorporation, and this shareholding must have been continuously held for a minimum of two years from the time of distribution.\n\n \n\nRoyalty\npayments received by a domestic corporation or a resident foreign corporation are subject to a final withholding tax of twenty percent\n(20%); however, royalties received by a non-resident foreign corporation is subject to a withholding tax rate of twenty-five percent\n(25%). Furthermore, royalties to be subject to the final withholding rate of twenty percent (20%) must be in the nature of a passive\nincome. If the royalties are in the nature of an active income, derived from an active pursuit of business as indicated in a company’s\narticles of incorporation, then the same shall be subject to the regular corporate income tax rates.\n\n** **\n\n**Branch\nProfits**\n\n \n\nProfits\nof a Philippine branch which are remitted to the head office are subject to a fifteen percent (15%) tax rate, which is imposed on the\ntotal amount of profits earmarked for remittance without any deduction for the tax component thereof. The branch profits remittance tax\nis withheld by the Philippine branch and paid to the Bureau of Internal Revenue (BIR).\n\n** **\n\n**Sale,\nExchange, or Disposition of Shares**\n\n \n\nUnder\nPhilippines law, shares can be classified either as: (a) listed shares — shares which are traded through the facilities\nof the Philippine Stock Exchange (PSE); or (b) unlisted shares — shares which are traded outside of the facilities\nof the PSE.\n\n \n\nFor\nlisted shares, the Tax Code of the Philippines imposes a stock transaction tax on every sale, exchange, or disposition of shares of a\nlisted company at the rate of 6/10 of 1% of the gross selling price or the gross value in money of the subject shares of stock.\n\n \n\nFor\nshares of a company which are not traded in the PSE, an individual taxpayer, a domestic corporation and a foreign corporation will be\nsubject to a capital gains tax of fifteen percent (15%) on the net capital gain. The capital gains of the foreign corporation on the\nsale of the unlisted shares may be exempted from tax under an applicable tax treaty.\n\n** **\n\n**Sale,\nExchange, or Disposition of Real Property**\n\n \n\nA\nreal property may be classified as a capital asset (i.e., the real property is not used for trade or business) or an ordinary asset (i.e.,\nif the real property is held by a taxpayer primarily for sale to his/her customers, or is used in trade or business).\n\n \n\nA\nsale of a real property classified as a capital asset is subject to a final income tax of six percent (6%) based on the gross selling\nprice, or its fair market value, whichever is higher. On the other hand, a sale of real property classified as an ordinary asset is treated\nas a regular business transaction and the income is subject to the regular income tax rate applicable to the taxpayer.\n\n** **\n\n**Value-Added\nTax**\n\n \n\nValue-added\ntax (VAT) is a tax on consumption levied on the sale, barter, exchange or lease of goods or properties and services in the Philippines\nand on importation of goods into the Philippines. Any person or entity who, in the course of his trade or business, sells, barters, exchanges,\nleases goods or properties and renders services subject to VAT, if the aggregate amount of actual gross sales or receipts exceed Three\nMillion Pesos (Php3,000,000.00), as well as any person who imports good are required to file value-added tax returns.\n\n \n\nThe\nVAT is levied at a uniform rate of twelve percent (12%) based on the gross selling of the goods/properties sold, bartered, or exchanged,\nor gross receipts derived from the sale or exchange of services.\n\n \n\n59\n\n \n\n \n\nA\nVAT taxpayer may use the VAT paid on its purchases (“input VAT”) as a credit against the sale of its goods/properties, or\nservices (“Output VAT”).\n\n \n\nIf\na taxpayer’s gross annual sales and/or gross receipts from his/her business do not exceed Three Million Philippine Pesos (PhP 3,000,000.00)\nin a taxable year, then such taxpayer may opt to not register as a VAT taxpayer and instead be subject to a percentage tax of three percent\n(3%) of its gross sales and/or gross receipts.\n\n \n\nTo\nhelp recover from the COVID-19 pandemic, the CREATE Act lowered the tax rate from three percent (3%) to one percent (1%), from July 1,\n2020 to June 30, 2023. From July 1, 2023, the tax rate reverts backs to three percent (3%).\n\n** **\n\n**Documentary\nStamp Tax**\n\n \n\nSection 175\nof the Tax Code imposes a documentary stamp tax on transfers of shares of stock in the Philippines at the rate of One Peso and Fifty\ncentavos (PhP 1.50) on each Two Hundred Philippine Pesos (PhP 200.00) of the par value of the shares of stock sold, or a fractional part\nthereof. Under Section 199 of the Tax Code, the sale, barter, or exchange of shares listed and traded through the local stock exchange\nare exempt from documentary stamp tax.\n\n** **\n\n**Estate\nTax and Donor’s Tax**\n\n \n\nPrior\nto the passage of the TRAIN Act, the estate tax due was the sum of a specific base amount and a percentage between five percent (5%)\nto twenty percent (20%) of the amount in excess of a base amount of the net estate. With the TRAIN Law, the graduated estate tax rates\nwere removed, and transfers of assets/properties by a deceased person to his heirs are now subject to uniform rate of six percent (6%)\non the net estate of the deceased.\n\n \n\nAs\na general rule, a decedent’s gross estate shall comprise all of his/her properties, whether real or personal, tangible or intangible,\nwherever situated. However, for non-resident aliens, only that portion of the estate situated in the Philippines is included in the taxable\nestate, save for intangible personal property, whose exclusion shall be subject to the rule on reciprocity.\n\n \n\nFor\ncitizens and residents of the Philippines, the following may be deducted from the gross estate: standard deduction amounting to Five\nMillion Philippine Pesos (PhP 5,000,000.00), claims against the estate of a pecuniary nature, claims of the deceased against an insolvent\nperson, property previously taxed, transfers for public use, the family home, and the net share of the surviving spouse in the conjugal\nproperty.\n\n \n\nFor\ndonations, a donor shall be subject to a donor’s tax at the rate of six percent (6%) on the total of the net gifts, in excess of\nTwo Hundred and Fifty Thousand Philippine Pesos (PhP 250,000.00) made during the calendar year, which is computed based on the fair market\nvalue of the property at the time of the donation. Donation made to qualified donees, like charitable and educational institutions, are\nexempt from donor’s tax.\n\n \n\nThe\ndonor is required to file his/her donor’s tax return within a period of thirty (30) days after the date of the donation.\n\n \n\nThe\nestate or donor’s tax payable in the country may be credited with the amount of any estate or donor’s taxes paid to the tax\nauthority of a foreign country, subject to limitations on the amount to credited and tax status of the donor.\n\n \n\nHowever,\nfor intangible personal property like shares in a corporation, the estate tax and/or donor’s tax shall not be collected provided\nthat: (a) at the time of death and/or donation, the decedent and/or donor was a citizen and a resident of a country which does not\nimpose a transfer tax of any character, in relation to intangible personal property of citizens of the Philippines not residing in such\ncountry; and (b) the laws of the foreign country of which the decedent and/or donor is a citizen and resident at the time of his/her\ndeath or donation allows for a similar exemption from taxes of every character in respect of intangible personal property owned by citizens\nof the Philippines not residing in that country.\n\n** **\n\n**Tax\nTreaty Benefits**\n\n \n\nPhilippine-based\nincome of foreign individuals and foreign corporations may be subject to a preferential tax treaty rate or a tax exemption under valid\nand effective tax treaties binding on the Philippines.\n\n \n\nThe\nPhilippines has standing tax treaties with forty-three (43) countries.\n\n \n\nThe\nfollowing income types may avail of preferential tax treaty rate under applicable tax treaties: (a) dividends; (b) interests;\n(c) royalties; (d) profits of shipping and air transport in international traffic; (e) branch profit remittances. On the\nother hand, the following income types may avail of tax exemption under applicable tax treaties: (a) business profits; (b) capital\ngains; (c) income from employment; (d) income from independent professional services; (e) Income from government service;\n(f) pension; (g) income of visiting teachers and researchers; and (h) other income.\n\n \n\n60\n\n \n\n \n\nTo\nbe eligible for the benefits of a tax treaty, a party must be a resident of one or both of the contracting states, and is required to\nestablish such fact of residency by submitting a Tax Residency Certificate (TRC) duly issued by the contracting state’s tax office.\n\n \n\nIf\na non-resident’s income is subject to regular tax rates under the Tax Code instead of the tax treaty rates, the non-resident shall\nfile a tax treaty relief application (TTRA), along with the documentary requirements, and a claim for a tax refund at any time after\nthe payment of the tax.\n\n \n\nIf\na non-resident’s income is subject to the preferential tax rate, the non-resident shall file a request for confirmation (RFC),\nalong with the documentary requirements, that the tax rate applied was correct.\n\n \n\nA\ntax treaty relief application (TTRA) and/or a request for confirmation (RFC) shall be submitted to the Bureau of Internal Revenue — International\nTax Affairs Division (ITAD).\n\n** **\n\n**Certain\nUnited States Federal Income Tax Considerations**\n\n \n\nThe\nfollowing discussion is a summary of U.S. federal income tax considerations generally applicable to U.S. Holders (as defined\nbelow) of the ownership and disposition of our Class A Ordinary Shares. This summary applies only to U.S. Holders that hold our\nClass A Ordinary Shares as capital assets (generally, property held for investment) and that have the U.S. dollar as their functional\ncurrency. This summary is based on U.S. tax laws in effect as of the date of this annual report, on U.S. Treasury regulations\nin effect or, in some cases, proposed as of the date of this annual report, and judicial and administrative interpretations thereof available\non or before such date. All of the foregoing authorities are subject to change, which could apply retroactively and could affect the\ntax consequences described below. No ruling has been sought from the IRS with respect to any U.S. federal income tax considerations\ndescribed below, and there can be no assurance that the IRS or a court will not take a contrary position. Moreover, this summary does\nnot address the U.S. federal estate, gift, backup withholding, and alternative minimum tax considerations, or any state, local,\nand non-U.S. tax considerations, relating to the ownership and disposition of our Class A Ordinary Shares. The following summary\ndoes not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual\ncircumstances or to persons in special tax situations such as:\n\n \n\n●financial\ninstitutions or financial services entities;\n\n \n\n●underwriters;\n\n \n\n●insurance\ncompanies;\n\n \n\n●pension\nplans;\n\n \n\n●cooperatives;\n\n \n\n●regulated\ninvestment companies;\n\n \n\n●real\nestate investment trusts;\n\n \n\n●grantor\ntrusts;\n\n \n\n●broker-dealers;\n\n \n\n●traders\nthat elect to use a mark-to-market method of accounting;\n\n \n\n●governments\nor agencies or instrumentalities thereof;\n\n \n\n●certain\nformer U.S. citizens or long-term residents;\n\n \n\n●tax-exempt\nentities (including private foundations);\n\n \n\n●persons\nliable for alternative minimum tax;\n\n \n\n●persons\nholding stock as part of a straddle, hedging, conversion or other integrated transaction;\n\n \n\n●persons\nwhose functional currency is not the U.S. dollar;\n\n \n\n●passive\nforeign investment companies;\n\n \n\n●controlled\nforeign corporations;\n\n \n\n●persons\nthat actually or constructively own 5% or more of the total combined voting power of all\nclasses of our voting stock; or\n\n \n\n●partnerships\nor other entities taxable as partnerships for U.S. federal income tax purposes, or persons\nholding Class A Ordinary Shares through such entities.\n\n** **\n\n61\n\n \n\n** **\n\n**PROSPECTIVE\nINVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF U.S. FEDERAL TAXATION TO THEIR PARTICULAR CIRCUMSTANCES,\nAND THE STATE, LOCAL, NON-U.S., OR OTHER TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF OUR CLASS A ORDINARY SHARES.**\n\n \n\nFor\npurposes of this discussion, a “U.S. Holder” is a beneficial owner of our Class A Ordinary Shares that is, for U.S. federal\nincome tax purposes:\n\n \n\n●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)\ncreated or organized in the United States or under the laws of the United States,\nany state thereof or the District of Columbia;\n\n \n\n●an\nestate, the income of which is subject to U.S. federal income taxation regardless of\nits source; or\n\n \n\n●a\ntrust that (1) is subject to the primary supervision of a court within the United States\nand the control of one or more U.S. persons for all substantial decisions, or (2) has\na valid election in effect under applicable U.S. Treasury regulations to be treated\nas a U.S. person.\n\n \n\nIf\na partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our Class\nA Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities\nof the partnership. Partnerships holding our Class A Ordinary Shares and their partners are urged to consult their tax advisors regarding\nan investment in our Class A Ordinary Shares.\n\n** **\n\n**Taxation\nof Dividends and Other Distributions on Our Class A Ordinary Shares**\n\n \n\nAs\ndiscussed under “Dividend Policy” above, we do not anticipate that any dividends will be paid in the foreseeable future.\nSubject to the PFIC rules discussed below, a U.S. Holder generally will be required to include in gross income, in accordance with\nsuch U.S. Holder’s method of accounting for United States federal income tax purposes, as dividends the amount of any\ndistribution paid on the Class A Ordinary Shares to the extent the distribution is paid out of our current or accumulated earnings and\nprofits (as determined under United States federal income tax principles). Such dividends paid by us will be taxable to a corporate\nU.S. Holder as dividend income and will not be eligible for the dividends-received deduction generally allowed to domestic corporations\nin respect of dividends received from other domestic corporations. Dividends received by certain non-corporate U.S. Holders (including\nindividuals) may be “qualified dividend income,” which is taxed at the lower capital gains rate, provided that our Class\nA Ordinary Shares are readily tradable on an established securities market in the United States and the U.S. Holder satisfies\ncertain holding periods and other requirements. In this regard, shares generally are considered to be readily tradable on an established\nsecurities market in the United States if they are listed on Nasdaq, as our Class A Ordinary Shares are expected to be.\n\n \n\nDistributions\nin excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its Class A\nOrdinary Shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of\nsuch Class A Ordinary Shares. In the event that we do not maintain calculations of our earnings and profits under United States\nfederal income tax principles, a U.S. Holder should expect that all cash distributions will be reported as dividends for United States\nfederal income tax purposes. U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for\nany cash dividends paid with respect to our Class A Ordinary Shares.\n\n \n\nDividends\nwill generally be treated as income from foreign sources for U.S. foreign tax credit purposes and will generally constitute passive\ncategory income. Depending on the U.S. Holder’s individual facts and circumstances, a U.S. Holder may be eligible, subject\nto a number of complex limitations, to claim a foreign tax credit not in excess of any applicable treaty rate in respect of any foreign\nwithholding taxes imposed on dividends received on our Class A Ordinary Shares. A U.S. Holder who does not elect to claim a foreign\ntax credit for foreign tax withheld may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholding,\nbut only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign\ntax credit are complex and their outcome depends in large part on the U.S. Holder’s individual facts and circumstances. Accordingly,\nU.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular\ncircumstances.\n\n** **\n\n**Taxation\nof Sale or Other Disposition of Class A Ordinary Shares**\n\n \n\nSubject\nto the discussion below under “Passive Foreign Investment Company Rules,” a U.S. Holder will generally recognize capital\ngain or loss upon the sale or other disposition of Class A Ordinary Shares in an amount equal to the difference between the amount realized\nupon the disposition and the U.S. Holder’s adjusted tax basis in such Class A Ordinary Shares. Any capital gain or loss will\nbe long term if the Class A Ordinary Shares have been held for more than one year and will generally be U.S.-source gain or loss for\nU.S. foreign tax credit purposes. Long-term capital gains of non-corporate taxpayers are currently eligible for reduced rates of\ntaxation. The deductibility of a capital loss may be subject to limitations. U.S. Holders are urged to consult their tax advisors\nregarding the tax consequences if a foreign tax is imposed on a disposition of our Class A Ordinary Shares, including the availability\nof the foreign tax credit under their particular circumstances.\n\n** **\n\n62\n\n \n\n** **\n\n**Passive\nForeign Investment Company Rules**\n\n \n\nA\nnon-U.S. corporation, such as our company, will be classified as a PFIC, for U.S. federal income tax purposes for any taxable\nyear, if 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 (determined on the basis of a quarterly average) during such year is attributable to assets that produce\nor are held for the production of passive income. For this purpose, cash and cash equivalents are categorized as passive assets and the\ncompany’s goodwill and other unbooked intangibles are taken into account as non-passive assets. Passive income generally includes,\namong other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning\na proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly\nor indirectly, more than 25% (by value) of the stock.\n\n \n\nNo\nassurance can be given as to whether we may be or may become a PFIC, as this is a factual determination made annually that will depend,\nin part, upon the composition of our income and assets. Furthermore, the composition of our income and assets may also be affected by\nhow, and how quickly, we use our liquid assets and the cash raised in the initial public offering and future offerings. Under circumstances\nwhere our revenue from activities that produce passive income significantly increase relative to our revenue from activities that produce\nnon-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified\nas a PFIC may substantially increase. In addition, because there are uncertainties in the application of the relevant rules, it is possible\nthat the Internal Revenue Service may challenge our classification of certain income and assets as non-passive or our valuation of our\ntangible and intangible assets, each of which may result in our becoming a PFIC for the current or subsequent taxable years. If\nwe were classified as a PFIC for any year during which a U.S. Holder held our Class A Ordinary Shares, we generally would continue\nto be treated as a PFIC for all succeeding years during which such U.S. Holder held our Class A Ordinary Shares even if we\ncease to be a PFIC in subsequent years, unless certain elections are made.\n\n \n\nIf\nwe are classified as a PFIC for any taxable year during which a U.S. Holder holds our Class A Ordinary Shares, and unless the U.S. Holder\nmakes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules that have a\npenalizing effect, regardless of whether we remain a PFIC, on (i) any excess distribution that we make to the U.S. Holder (which\ngenerally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125 percent of the average\nannual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the\nClass A Ordinary Shares), and (ii) any gain realized on the sale or other disposition of Class A Ordinary Shares. Under these rules,\n\n \n\n●the\nU.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s\nholding period for the Class A Ordinary Shares;\n\n \n\n●the\namount allocated to the current taxable year and any taxable years in the U.S. Holder’s\nholding period prior to the first taxable year in which we are classified as a PFIC (each,\na “pre-PFIC year”), will be taxable as ordinary income;\n\n \n\n●the\namount allocated to each prior taxable year, other than a pre-PFIC year, will be subject\nto tax at the highest tax rate in effect for individuals or corporations, as appropriate,\nfor that year; and\n\n \n\n●an\nadditional tax equal to the interest charge generally applicable to underpayments of tax\nwill be imposed in respect of the tax attributable to each prior taxable year, other than\na pre-PFIC year, of the U.S. Holder.\n\n \n\nIf\nwe are treated as a PFIC for any taxable year during which a U.S. Holder holds our Class A Ordinary Shares, or if any of our subsidiaries\nis also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of any lower-tier PFICs\nfor purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors regarding the application of\nthe PFIC rules to any of our subsidiaries.\n\n \n\nAs\nan alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election\nwith respect to such stock, provided that such stock is “regularly traded” within the meaning of applicable U.S. Treasury\nregulations. If our Class A Ordinary Shares qualify as being regularly traded, and an election is made, the U.S. Holder will generally\n(i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Class A\nOrdinary Shares held at the end of the taxable year over the adjusted tax basis of such Class A Ordinary Shares and (ii) deduct\nas an ordinary loss the excess, if any, of the adjusted tax basis of the Class A Ordinary Shares over the fair market value of such Class\nA Ordinary Shares held at the end of the taxable year, but such deduction will only be allowed to the extent of the amount previously\nincluded in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the Class A Ordinary\nShares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market\nelection in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the U.S. Holder\nwill not be required to take into account the gain or loss described above during any period that such corporation is not classified\nas a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other\ndisposition of our Class A Ordinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated\nas ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as\na result of the mark-to-market election.\n\n \n\n63\n\n \n\n \n\nBecause\na mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the\nPFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity\ninterest in a PFIC for U.S. federal income tax purposes.\n\n \n\nFurthermore,\nas an alternative to the foregoing rules, a U.S. Holder that owns stock of a PFIC generally may make a “qualified electing\nfund” election regarding such corporation to elect out of the PFIC rules described above regarding excess distributions and recognized\ngains. However, we do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which,\nif available, would result in tax treatment different from the general tax treatment for PFICs described above.\n\n \n\nIf\na U.S. Holder owns our Class A Ordinary Shares during any taxable year that we are a PFIC, the U.S. Holder must generally file\nan annual Internal Revenue Service Form 8621 and provide such other information as may be required by the U.S. Treasury Department,\nwhether or not a mark-to-market election is or has been made. If we are or become a PFIC, you should consult your tax advisor regarding\nany reporting requirements that may apply to you.\n\n \n\nYou\nshould consult your tax advisors regarding how the PFIC rules apply to your investment in our Class A Ordinary Shares.\n\n** **\n\n**Information\nReporting and Backup Withholding**\n\n \n\nCertain\nU.S. Holders are required to report information to the Internal Revenue Service relating to an interest in “specified foreign\nfinancial assets,” including shares issued by a non-United States corporation, for any year in which the aggregate value of\nall specified foreign financial assets exceeds $50,000 (or a higher dollar amount prescribed by the Internal Revenue Service), subject\nto certain exceptions (including an exception for shares held in custodial accounts maintained with a U.S. financial institution).\nThese rules also impose penalties if a U.S. Holder is required to submit such information to the Internal Revenue Service and fails\nto do so.\n\n \n\nIn\naddition, dividend payments with respect to our Class A Ordinary Shares and proceeds from the sale, exchange or redemption of our Class\nA Ordinary Shares may be subject to additional information reporting to the IRS and possible U.S. backup withholding. Backup withholding\nwill not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification\non IRS Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt\nstatus generally must provide such certification on IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding\nthe 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 IRS and furnishing any required information. We do not intend to withhold taxes for individual shareholders. However,\ntransactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding),\nand such brokers or intermediaries may be required by law to withhold such taxes.\n\n** **\n\n**THE\nPRECEDING DISCUSSION OF U.S. FEDERAL TAX CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY. IT IS NOT TAX ADVICE. EACH\nPROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES\nOF PURCHASING, HOLDING AND DISPOSING OF OUR CLASS A ORDINARY SHARES, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE\nLAWS.**\n\n \n\n**10.F.\nDividends and Paying Agents**\n\n \n\nNot\nApplicable.\n\n \n\n**10.G.\nStatement by Experts**\n\n \n\nNot\nApplicable.\n\n \n\n64\n\n \n\n \n\n**10.H.\nDocuments on Display**\n\n \n\nThe\nCompany is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and will file reports, registration\nstatements and other information with the SEC. The Company’s reports, registration statements and other information can be found\non the SEC’s website at www.sec.gov. You may also visit us on website at https://www.onepgti.com/. However, information contained\non our website does not constitute a part of this annual report.\n\n \n\n**10.I.\nSubsidiary Information**\n\n \n\nNot\nApplicable.\n\n \n\n**10.J.\nAnnual Report to Security Holders**\n\n \n\nNot\nApplicable."}