{"url_path":"/sec/ymt/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/1991605/0001213900-26-057895-index.html","accession_number":"0001213900-26-057895","cik":"0001991605","ticker":"YMT","issuer_name":"Yimutian Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1991605/0001213900-26-057895-index.html","primary_entity_key":"0001991605","primary_entity_name":"Yimutian Inc."},"word_count":10903,"has_tables":true,"body_markdown":"ITEM 10.ADDITIONAL INFORMATION\n\nA.SHARE CAPITAL\n\nNot applicable.\n\n129\n\nB.MEMORANDUM AND ARTICLES OF ASSOCIATION\n\nThe following are summaries\nof material provisions of our currently effective memorandum and articles of association and the Companies Act insofar as they relate\nto the material terms of our ordinary shares.\n\n**Objects of Our Company**\n\n** **\n\nUnder our currently\neffective memorandum and articles of association, the objects of our company are unrestricted and we have the full power and authority\nto carry out any object not prohibited by the Cayman Islands law.\n\n**Ordinary Shares**\n\n** **\n\n*General. *Our\nauthorized share capital is US$200,000 divided into 16,000,000,000 Class A ordinary shares, with a par value of US$0.00001 each and 800,000,000\nClass B ordinary shares of a par value of US$0.00001 each. Holders of Class A ordinary shares and Class B ordinary shares will\nhave the same rights except for voting and conversion rights. All of our issued and outstanding ordinary shares are fully paid and non-assessable.\nCertificates representing the ordinary shares are issued in registered form. We may not issue share to bearer. Our shareholders who are\nnonresidents of the Cayman Islands may freely hold and transfer their ordinary shares.\n\n*Conversion. *Each\nClass B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A\nordinary shares are not convertible into Class B ordinary shares under any circumstances.\n\n*Dividends. *The\nholders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to our memorandum\nand articles of association and the Companies Act. In addition, our shareholders may by ordinary resolution declare a dividend, but no\ndividend may exceed the amount recommended by our directors. Our memorandum and articles of association provide that dividends may be\ndeclared and paid out of the funds of the Company lawfully available therefor. Dividends may also be declared and paid out of share premium\naccount or any other fund or account which can be authorized for this purpose in accordance with the Companies Act. No dividend may be\ndeclared and paid unless our directors determine that, immediately after the payment, we will be able to pay our debts as they become\ndue in the ordinary course of business and we have funds lawfully available for such purpose.\n\n*Voting Rights; Meeting\nof Shareholders. *In respect of all matters subject to a shareholders’ vote, holders of ordinary shares\nshall, at all times, vote on all matters submitted to a vote by the members at any such general meeting. Each Class B ordinary share\nshall be entitled to twenty (20) votes on all matters subject to the vote at general meetings of our company, and each Class A ordinary\nshare shall be entitled to one vote on all matters subject to the vote at general meetings (including extraordinary general meetings)\nof our company. At any general meeting a resolution put to the vote of the meeting shall be decided on a poll, save that the chairman\nof the meeting may, in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by\na show of hands.\n\nA quorum required for a meeting\nof shareholders consists of one or more shareholders holding not less than one-third (1/3) of all votes attaching to the issued\nand outstanding shares entitled to vote at general meetings present in person or by proxy or, if a corporation or other non-natural person,\nby its duly authorized representative. As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’\nannual general meetings. Our memorandum and articles of association provide that we may (but are not obliged to) in each calendar\nyear hold a general meeting as our annual general meeting in which case we will specify the meeting as such in the notices calling it,\nand the annual general meeting will be held at such time and place as may be determined by our directors. Each general meeting, other\nthan an annual general meeting, shall be an extraordinary general meeting. Shareholders’ annual general meetings and any other\ngeneral meetings of our shareholders may be called by a majority of our board of directors or our chairman or upon a requisition of shareholders\nholding at the date of deposit of the requisition not less than a majority of all votes attaching to all issued and outstanding shares\nthat as at the date of the deposit entitled to vote at general meetings, in which case the directors are obliged to call such meeting\nand to put the resolutions so requisitioned to a vote at such meeting; however, our memorandum and articles of association do not provide\nour shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such\nshareholders. Advance notice of at least seven (7) calendar days is required for the convening of our annual general meeting and\nother general meetings unless such notice is waived in accordance with our articles of association.\n\n130\n\nAn ordinary resolution to\nbe passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary\nshares cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting, while a special resolution\nrequires the affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares cast by those shareholders\nentitled to vote who are present in person or by proxy at a general meeting. A special resolution will be required for important matters\nsuch as a change of name or making changes to our memorandum and articles of association. Our shareholders may, among other things, divide\nor combine their shares by ordinary resolution.\n\n*Transfer of Ordinary Shares. *Subject\nto the restrictions in our memorandum and articles of association as set out below, any of our shareholders may transfer all or any of\nhis or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.\nOur board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid\nup or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:\n\n●the instrument of transfer is lodged\nwith us, accompanied by the certificate for the ordinary shares to which it relates and such\nother evidence as our board of directors may reasonably require to show the right of the\ntransferor to make the transfer;\n\n●the instrument of transfer is in\nrespect of only one class of shares;\n\n●the instrument of transfer is properly\nstamped, if required;\n\n●in the case of a transfer to joint\nholders, the number of joint holders to whom the ordinary share is to be transferred does\nnot exceed four;\n\n●the shares are free from any lien\nin favor of us; and\n\n●a fee of such maximum sum as Nasdaq\nmay determine to be payable or such lesser sum as our directors may from time to time require\nis paid to us in respect thereof.\n\nIf our directors refuse to\nregister a transfer they shall, within three calendar months after the date on which the instrument of transfer was lodged, send\nto each of the transferor and the transferee notice of such refusal.\n\nThe registration of transfers\nmay, after compliance with any notice required of Nasdaq, be suspended and the register closed at such times and for such periods as\nour board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended\nnor the register closed for more than thirty (30) calendar days in any calendar year.\n\n*Liquidation. *If\nin a winding up the assets available for distribution amongst our shareholders shall be more than sufficient to repay the whole of the\nshare capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par\nvalue of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which\nthere are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are\ninsufficient to repay all of the paid-up capital, the assets will be distributed so that, as nearly as may be, the losses are borne\nby our shareholders in proportion to the par value of the shares held by them.\n\n*Calls on Ordinary Shares\nand Forfeiture of Ordinary Shares. *Our board of directors may from time to time make calls upon shareholders\nfor any amounts unpaid on their ordinary shares in a notice served to such shareholders at least fourteen (14) calendar days prior to\nthe specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.\n\n*Redemption, Repurchase\nand Surrender of Ordinary Shares. *We may issue shares on terms that such shares are subject to redemption,\nat our option or at the option of the holders thereof, on such terms and in such manner as may be determined, before the issue of such\nshares, by our board of directors or by an ordinary resolution of our shareholders. Our company may also repurchase any of our shares\nprovided that the manner and terms of such purchase have been approved by our board of directors or by ordinary resolution of our shareholders,\nor are otherwise authorized by our memorandum and articles of association. Under the Companies Act, the redemption or repurchase\nof any share may be paid out of our company’s profits or out of the proceeds of a fresh issue of shares made for the purpose of\nsuch redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if the company can,\nimmediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies\nAct no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would\nresult in there being no shares outstanding, or (c) if the company has commenced liquidation. In addition, our company may accept\nthe surrender of any fully paid share for no consideration.\n\n131\n\n*Variations of Rights of Shares. *If\nat any time our share capital is divided into different classes or series of shares, the rights attached to any class or series of shares\n(unless otherwise provided by the terms of issue) of the shares of that class or series), whether or not our company is being wound-up,\nmay be varied with the consent in writing of the holders of at least two-third (2/3) the holders of the issued shares of that class\nor series or with the sanction of an ordinary resolution passed at a separate meeting of the holders of the shares of the class or series.\nThe rights conferred upon the holders of the shares of any class issued shall not be deemed to be materially and adversely varied by\nthe creation or issue of shares with preferred or other rights including, without limitation, the creation of shares with enhanced or\nweighted voting rights.\n\n*Inspection of Books and\nRecords. *Holders of our ordinary shares have no general right under Cayman Islands law to inspect or obtain\ncopies of our register of members or our corporate records (other than copies of our memorandum and articles of association, our register\nof mortgage and charges and any special resolutions passed by our shareholders). However, we will provide our shareholders with annual\naudited financial statements.\n\n*Issuance of Additional\nShares. *Our memorandum and articles of association authorizes our board of directors to issue additional ordinary\nshares from time to time as our board of directors shall determine, to the extent of available authorized but to issue additional ordinary\nshares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares.\n\nOur memorandum and articles\nof association also authorizes our board of directors to establish from time to time one or more series of preferred shares and to determine,\nwith respect to any series of preferred shares, the terms and rights of that series, including:\n\n●the designation of the series;\n\n●the number of shares of the series;\n\n●the dividend rights, dividend rates,\nconversion rights, voting rights; and\n\n●the rights and terms of redemption\nand liquidation preferences.\n\nOur board of directors may\nissue preferred shares without action by our shareholders to the extent authorized but unissued. Issuance of these shares may dilute\nthe voting power of holders of ordinary shares.\n\n*Anti-Takeover Provisions. *Some\nprovisions of our memorandum and articles of association may discourage, delay or prevent a change of control of our company or management\nthat shareholders may consider favorable, including provisions that:\n\n●authorize our board of directors\nto issue preferred shares in one or more series and to designate the price, rights, preferences,\nprivileges and restrictions of such preferred shares without any further vote or action by\nour shareholders; and\n\n●limit the ability of shareholders\nto requisition and convene general meetings of shareholders.\n\n* *\n\n*Exempted Company. *We\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 that an exempted company:\n\n●does not have to file an annual return\nof its shareholders with the Registrar of Companies;\n\n●is not required to open its register\nof members for inspection;\n\n●does not have to hold an annual general\nmeeting;\n\n●may issue shares with no par value;\n\n●may obtain an undertaking against\nthe imposition of any future taxation (such undertakings are usually given for 30 years\nin the first instance);\n\n●may register by way of continuation\nin another jurisdiction and be deregistered in the Cayman Islands;\n\n●may register as a limited duration\ncompany; and\n\n●may register as a segregated portfolio\ncompany.\n\n132\n\n“Limited liability”\nmeans that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of\nthe company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal\nor improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).\n\nDifferences in Corporate\nLaw\n\nThe Companies Act of the\nCayman Islands is derived, to a large extent, from the older Companies Acts of England, but does not follow many recent English law statutory\nenactments. In addition, the Companies Act of the Cayman Islands differs from laws applicable to United States corporations\nand their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act of the\nCayman Islands applicable to us and the laws applicable to companies incorporated in the State of Delaware.\n\nMergers and Similar\nArrangements\n\nThe Companies Act permits\nmergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies.\nFor these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking,\nproperty and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination\nof two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such\ncompanies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must\napprove a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders\nof each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles\nof association. The written plan of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together\nwith a declaration as to the solvency of the consolidated or surviving company, a declaration as to the assets and liabilities of each\nconstituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors\nof each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court\napproval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.\n\nA merger between a Cayman\nparent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman\nsubsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees\notherwise. For this purpose, a company is a “parent” of a subsidiary if it holds issued shares that together represent at\nleast ninety percent (90%) of the votes at a general meeting of the subsidiary.\n\nThe consent of each holder\nof a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman\nIslands.\n\nSave in certain limited circumstances,\na shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled to payment of the fair value\nof his shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) upon dissenting to the merger\nor consolidation, provide that the dissenting shareholder complies strictly with the procedures set out in the Companies Act. The exercise\nof dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be\nentitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.\n\nSeparate from the statutory\nprovisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate the reconstruction\nand amalgamation of companies by way of schemes of arrangement, *provided *that the arrangement is approved by (a) 75%\nin value of shareholders or each class of shareholders, as the case may be, or (b) a majority in number representing 75% in value\nof creditors or each class of creditors, as the case may be, depending on the circumstances, that are, in each case, present and voting\neither in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the\narrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the\ncourt the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:\n\n●the statutory provisions as to the\nrequired majority vote have been met;\n\n●the shareholders have been fairly\nrepresented at the meeting in question and the statutory majority are acting bona fide without\ncoercion of the minority to promote interests adverse to those of the class;\n\n133\n\n●the arrangement is such that may\nbe reasonably approved by an intelligent and honest man of that Class acting in\nrespect of his interest; and\n\n●the arrangement is not one that would\nmore properly be sanctioned under some other provision of the Companies Act.\n\nThe Companies Act also contains\na statutory power of compulsory acquisition which may facilitate the “squeeze out” of a dissenting minority shareholder upon\na tender offer. When a tender offer is made and accepted by holders of 90.0% of the shares affected within four months, the offeror\nmay, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining\nshares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands\nbut this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.\n\nIf an arrangement and reconstruction\nis thus approved, or if a tender offer is made and accepted, a dissenting shareholder would have no rights comparable to appraisal rights,\nwhich would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment\nin cash for the judicially determined value of the shares.\n\nShareholders’\nSuits\n\n* *\n\n* *In principle,\nwe will normally be the proper plaintiff to sue for a wrong done to us as a company, and as a general rule a derivative action may not\nbe brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority\nin the Cayman Islands, the Cayman Islands court can be expected to follow and apply the common law principles (namely the rule in *Foss\nv. Harbottle *and the exceptions thereto) which permit a minority shareholder to commence a Class action against or derivative\nactions in the name of the company to challenge actions where:\n\n●a company acts or proposes to act\nillegally or ultra vires;\n\n●the act complained of, although not\nultra vires, could only be effected duly if authorized by more than a simple majority vote\nthat has not been obtained; and\n\n●those who control the company are\nperpetrating a “fraud on the minority.”\n\nIndemnification\nof Directors and Executive Officers and Limitation of Liability\n\nCayman Islands law does not\nlimit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors,\nexcept to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide\nindemnification against civil fraud or the consequences of committing a crime. Under our memorandum and articles of association,\nto the fullest extent permissible under Cayman Islands law every director and officer of our company shall be indemnified against all\nactions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him by reason of any act done\nor omitted in or about the execution of their duty in their respective offices or trusts. This standard of conduct is generally the same\nas permitted under the Delaware General Corporation Law for a Delaware corporation.\n\nIn addition, we have entered\ninto indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond\nthat provided in our memorandum and articles of association.\n\nInsofar 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 Securities\nAct and is therefore unenforceable.\n\n134\n\nDirectors’\nFiduciary Duties\n\nUnder Delaware corporate\nlaw, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components:\nthe duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily\nprudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders,\nall material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts\nin a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal\ngain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its\nshareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders\ngenerally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief\nthat the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach\nof one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the\nprocedural fairness of the transaction, and that the transaction was of fair value to the corporation.\n\nAs a matter of Cayman Islands\nlaw, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered\nthat he owes the following duties to the company—a duty to act bona fide in the best interests of the company, a duty not to make\na profit based on his position as director (unless the company permits him to do so), a duty not to put himself in a position where the\ninterests of the company conflict with his personal interest or his duty to a third party, and a duty to exercise powers for the purpose\nfor which such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It\nwas previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably\nbe expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard\nwith regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.\n\nShareholder Action\nby Written Consent\n\nUnder the Delaware General\nCorporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation.\nThe Companies Act and our memorandum and articles of association provide that our shareholders may approve corporate matters by way of\na unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general\nmeeting without a meeting being held.\n\nShareholder Proposals\n\n* *\n\n* *Under the Delaware\nGeneral Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies\nwith the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person\nauthorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.\n\nThe Companies Act provides\nshareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal\nbefore a general meeting. However, these rights may be provided in a company’s articles of association. Our memorandum and articles\nof association allow our shareholders holding in aggregate not less than a majority of all votes attaching to the issued and outstanding\nshares of our company entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders, in which\ncase our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting.\nOther than this right to requisition a shareholders’ meeting, our memorandum and articles of association do not provide our shareholders\nwith any other right to put proposals before annual general meetings or extraordinary general meetings not called by such shareholders.\nAs an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings.\n\nCumulative Voting\n\nUnder the Delaware General\nCorporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation\nspecifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors\nsince it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases\nthe shareholder’s voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting\nunder the laws of the Cayman Islands but our memorandum and articles of association do not provide for cumulative voting. As a result,\nour shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.\n\n135\n\nRemoval of Directors\n\n* *\n\n* *Under the Delaware\nGeneral Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority\nof the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our memorandum and articles\nof association, directors may be removed with or without cause, by an ordinary resolution of our shareholders (except with regard to\nthe removal of the chairman of the board of directors, who may only be removed from office by special resolution of our shareholders).\nA director shall hold office until the expiration of his or her term or his or her successor shall have been elected and qualified, or\nuntil his or her office is otherwise vacated. In addition, a director’s office shall be vacated if the director (i) becomes\nbankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns\nhis office by notice in writing to the company; (iv) without special leave of absence from the board, is absent from meetings of\nthe board for three (3) consecutive meetings and the board (excluding the absent director) resolves that his office be vacated; or (v) is\nremoved from office pursuant to any other provisions of our memorandum and articles of association.\n\nTransactions with\nInterested Shareholders\n\nThe Delaware General Corporation\nLaw contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected\nnot to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business\ncombinations with an “interested shareholder” for three years following the date that such person becomes an interested\nshareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s\noutstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make\na two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other\nthings, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business\ncombination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer\nof a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.\n\nCayman Islands law has no\ncomparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination\nstatute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, the\ndirectors of our company are required to comply with fiduciary duties which they owe to us under Cayman Islands laws, including the duty\nto ensure that, in their opinion, any such transactions must be entered into bona fide in the best interests of the company, and are\nentered into for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.\n\nRestructuring\n\n* *\n\nA company may present a petition\nto the Grand Court of the Cayman Islands for the appointment of a restructuring officer on the grounds that the company:\n\n(a)is or is likely to become unable to pay\nits debts; and\n\n(b)intends to present a compromise or arrangement\nto its creditors (or classes thereof) either pursuant to the Companies Act, the law of a\nforeign country or by way of a consensual restructuring.\n\nThe Grand Court may, among\nother things, make an order appointing a restructuring officer upon hearing of such petition, with such powers and to carry out such\nfunctions as the court may order. At any time (i) after the presentation of a petition for the appointment of a restructuring officer\nbut before an order for the appointment of a restructuring officer has been made, and (ii) when an order for the appointment of\na restructuring officer is made, until such order has been discharged, no suit, action or other proceedings (other than criminal proceedings)\nshall be proceeded with or commenced against the company, no resolution to wind up the company shall be passed, and no winding up petition\nmay be presented against the company, except with the leave of the court. However, notwithstanding the presentation of a petition for\nthe appointment of a restructuring officer or the appointment of a restructuring officer, a creditor who has security over the whole\nor part of the assets of the company is entitled to enforce the security without the leave of the court and without reference to the\nrestructuring officer appointed.\n\n136\n\nDissolution; Winding\nUp\n\n* *\n\n* *Under the Delaware\nGeneral Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders\nholding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved\nby a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate\nof incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.\n\nUnder Cayman Islands law,\na company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the\ncompany is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding\nup in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Under the\nCompanies Act and our memorandum and articles of association, our company may be dissolved, liquidated or wound up by a special resolution\nof our shareholders.\n\nVariation of Rights\nof Shares\n\n* *\n\n* *Under the Delaware\nGeneral Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares\nof such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our memorandum and articles of\nassociation, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class with the\nwritten consent of the holders of at least two-thirds (2/3) of the issued shares of that class or with the sanction of an ordinary\nresolution passed at a general meeting of the holders of the shares of that class.\n\nAmendment of Governing\nDocuments\n\n* *\n\n* *Under the Delaware\nGeneral Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding\nshares entitled to vote, unless the certificate of incorporation provides otherwise. Under the Companies Act and our memorandum and articles\nof association, our memorandum and articles of association may only be amended by a special resolution of our shareholders.\n\nRights of Non-Resident\nor Foreign Shareholders\n\n* *\n\n* *There are no\nlimitations imposed by our memorandum and articles of association on the rights of nonresident or foreign shareholders to hold or exercise\nvoting rights on our shares. In addition, there are no provisions in our memorandum and articles of association that require our company\nto disclose shareholder ownership above any particular ownership threshold.\n\nC.MATERIAL CONTRACTS\n\nWe have not entered into\nany material contracts other than in the ordinary course of business and other than those described under “Item 4. Information\non the Company,” “Item 7. Major Shareholders and Related Party Transactions” or elsewhere in this annual report.\n\nD.EXCHANGE CONTROLS\n\nSee “Item 4. Information\non the Company—B. Business Overview—Regulations—Regulations Relating to Foreign Exchange.”\n\nE.TAXATION\n\nThe following summary of\nCayman Islands, mainland China and United States federal income tax consequences of an investment in the ADSs or Class A\nordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which\nare subject to change. This summary does not deal with all possible tax consequences relating to an investment in the ADSs or Class A\nordinary shares, such as the tax consequences under U.S. state, or local laws or the tax laws of any jurisdiction other than the Cayman\nIslands, mainland China and the United States. To the extent that the discussion relates to matters of Cayman Islands tax law,\nit represents the opinion of Maples and Calder (Hong Kong) LLP, our Cayman Islands legal counsel. To the extent that the discussion\nrelates to matters of mainland China’s tax law, it represents the opinion of Global Law Office, our mainland China counsel.\n\n137\n\nCayman Islands Taxation\n\nThe Cayman Islands currently\nlevies no taxes on individuals or corporations based upon profits, income, gains or appreciation, and there is no taxation in the nature\nof inheritance tax or estate duty. There are no other taxes likely to be material to holders of our ADSs or ordinary shares levied by\nthe government of the Cayman Islands, except for stamp duties which may be applicable on instruments executed in, or after execution\nbrought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable\nto any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.\n\nPayments of dividends and\ncapital in respect of the ADSs or ordinary shares will not be subject to taxation in the Cayman Islands and no withholding will be required\non the payment of a dividend or capital to any holder of the ADSs or ordinary shares, nor will gains derived from the disposal of the\nADSs or ordinary shares be subject to Cayman Islands income or corporate tax.\n\nMainland China\n\nUnder the EIT Law, an enterprise\nestablished outside mainland China with “de facto management bodies” within mainland China is considered a “resident\nenterprise” for mainland China enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate\non its worldwide income. Under the implementation regulations to the PRC EIT Law, a “de facto management body” is defined\nas a body that has material and overall management and control over the manufacturing and operations, personnel and human resources,\nfinances and properties of an enterprise.\n\nIn addition, the SAT Circular\n82 issued by the SAT in April 2009 specifies that certain offshore incorporated enterprises controlled by mainland China enterprises\nor mainland China enterprise groups will be classified as mainland China’s resident enterprises only if all of the following conditions\nare met: (i) the senior management and core management departments in charge of its daily operations function have their presence\nmainly in mainland China; (ii) its financial and human resources decisions are subject to determination or approval by persons or\nbodies in mainland China; (iii) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’\nmeetings are located or kept in mainland China; and (iv) not less than half of the enterprise’s directors or senior management\nwith voting rights habitually reside in mainland China. Further to SAT Circular 82, in June 2018 the SAT amended the SAT Bulletin\n45 to provide more guidance on the implementation of SAT Circular 82. SAT Bulletin 45 provides for procedures and administration details\nof determination on resident status and administration on post-determination matters. Our company is a company incorporated outside\nmainland China. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets are located,\nand its records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside\nmainland China. As such, we do not believe that our company meets all of the conditions above or is a resident enterprise of mainland\nChina for mainland China’s tax purposes. For similar reasons, we believe our other entities outside of China are not resident enterprises\nof mainland China either. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and\nthe interpretation of the term “de facto management body.” There can be no assurance that the mainland China government will\nultimately take a view that is consistent with us. If the PRC tax authorities determine that our Cayman Islands holding company is a\nresident enterprise of mainland China for mainland China’s enterprise income tax purposes, a number of unfavorable mainland China’s\ntax consequences could follow. For example, a 10% withholding tax would be imposed on dividends we pay to our non-resident enterprise\nshareholders (including the ADS holders). In addition, non-resident enterprise shareholders (including the ADS holders) may be subject\nto mainland China’s tax at a rate of 10% on gains realized on the sale or other disposition of ADSs or ordinary shares, if such\nincome is treated as sourced from within mainland China. Furthermore, if we are deemed a resident enterprise of mainland China, dividends\npaid to our non-resident individual shareholders (including the ADS holders) and any gain realized on the sale or other disposition\nof ADSs or ordinary shares by such shareholders may be subject to mainland China’s tax at a rate of 20% (which, in the case of\ndividends, may be withheld at source by us). These rates may be reduced by an applicable tax treaty, but it is unclear whether non-resident shareholders\n(including the ADS holders) of our company would be able to obtain the benefits of any tax treaties between their country of tax residence\nand mainland China in the event that we are treated as a resident enterprise of mainland China. See “Risk Factors—Risks Related\nto Doing Business in Mainland China—If we are classified as a mainland China resident enterprise for mainland China enterprise\nincome tax purposes, such classification could result in unfavorable tax consequences to us and our non-mainland-China shareholders\nand ADS holders.”\n\n138\n\nUnited States Federal\nIncome Tax Considerations\n\nThe following discussion is a summary of U.S. federal income tax\nconsiderations generally applicable to the ownership and disposition of the ADSs or Class A ordinary shares by a U.S. Holder\n(as defined below) that acquires the ADSs and holds the ADSs or Class A ordinary shares as “capital assets” (generally,\nproperty held for investment) under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion\nis based upon existing U.S. federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect.\nThere can be no assurance that the Internal Revenue Service (the “IRS”), or a court will not take a contrary position. This\ndiscussion, moreover, does not address the U.S. federal estate, gift, Medicare, and any minimum tax considerations, or any state,\nlocal and non-U.S. tax considerations, relating to the ownership or disposition of the ADSs or Class A ordinary shares. The\nfollowing summary does not address all aspects of U.S. federal income taxation that may be important to particular investors in light\nof their individual circumstances or to persons in special tax situations such as:\n\n●banks and other financial institutions;\n\n●insurance companies;\n\n●pension plans;\n\n●cooperatives;\n\n●regulated investment companies;\n\n●real estate investment trusts;\n\n●broker-dealers;\n\n●traders that elect to use a mark-to-market method\nof accounting;\n\n●certain former U.S. citizens\nor long-term residents;\n\n●tax-exempt entities (including\nprivate foundations);\n\n●persons liable for any minimum tax;\n\n●holders who acquire their ADSs or\nClass A ordinary shares pursuant to any employee share option or otherwise as compensation;\n\n●investors that will hold their ADSs\nor Class A ordinary shares as part of a straddle, hedge, conversion, constructive sale\nor other integrated transaction for U.S. federal income tax purposes;\n\n●investors that have a functional\ncurrency other than the U.S. dollar;\n\n●persons that actually or constructively\nown ADSs or Class A ordinary shares representing 10% or more of our stock (by vote or\nvalue); or\n\n●partnerships or other entities or arrangements taxable as partnerships\nfor U.S. federal income tax purposes, or persons holding ADSs or Class A ordinary shares through such entities;\n\nall of whom may be subject\nto tax rules that differ significantly from those discussed below.\n\n139\n\nEach U.S. Holder is\nurged to consult its tax advisor regarding the application of U.S. federal taxation to its particular circumstances, and the state,\nlocal, non-U.S. and other tax considerations of the ownership and disposition of the ADSs or our Class A ordinary shares.\n\nGeneral\n\nFor purposes of this discussion,\na “U.S. Holder” is a beneficial owner of the ADSs or Class A ordinary shares that is, for U.S. federal income\ntax purposes:\n\n●an individual who is a citizen or\nresident of the United States;\n\n●a corporation (or other entity treated\nas a corporation for U.S. federal income tax purposes) created in, or organized under\nthe laws of the United States or any state thereof or the District of Columbia;\n\n●an estate the income of which is\nincludible in gross income for U.S. federal income tax purposes regardless of its source;\nor\n\n●a trust (A) the administration\nof which is subject to the primary supervision of a U.S. court and that has one or more\nU.S. persons who have the authority to control all substantial decisions of the trust\nor (B) that has otherwise validly elected to be treated as a U.S. person\nunder the Code.\n\nIf a partnership (or other entity or arrangement treated as a partnership\nfor U.S. federal income tax purposes) is a beneficial owner of the ADSs or Class A ordinary shares, the tax treatment of a partner\nin the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding the\nADSs or Class A ordinary shares and their partners are urged to consult their tax advisors regarding an investment in the ADSs or\nClass A ordinary shares.\n\nFor U.S. federal income\ntax purposes, it is generally expected that a U.S. Holder of ADSs will be treated as the beneficial owner of the underlying shares\nrepresented by the ADSs. The remainder of this discussion assumes that a U.S. Holder of the ADSs will be treated in this manner.\nAccordingly, deposits or withdrawals of Class A ordinary shares for ADSs will generally not be subject to U.S. federal income\ntax.\n\nPassive Foreign\nInvestment Company Considerations\n\nIn general, a non-U.S. corporation is a passive foreign investment\ncompany (“PFIC”) for U.S. federal income tax purposes for any taxable year in which (i) 50% or more of the value\nof its assets (generally determined on the basis of a quarterly average) consists of assets that produce, or are held for the production\nof, passive income (the “asset test”), or (ii) 75% or more of its gross income consists of passive income. For this purpose,\ncash and assets readily convertible into cash are categorized as passive assets and the company’s goodwill and other unbooked intangibles\nare taken into account. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the\ndisposition of passive assets. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the\nincome of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock. Although the law in this\nregard is not entirely clear, we treat our VIEs and their subsidiaries as being owned by us for U.S. federal income tax purposes\nbecause we control their management decisions and are entitled to substantially all of the economic benefits associated with them. As\na result, we consolidate their results of operations in our consolidated U.S. GAAP financial statements. If it were determined, however,\nthat we are not the owner of our VIEs and their subsidiaries for U.S. federal income tax purposes, we may be treated as a PFIC for\nthe current and subsequent taxable years.\n\nAssuming that we are the owner of the VIEs for U.S. federal income\ntax purposes, and based upon the current and anticipated value of our assets and the composition of our income and assets, including goodwill\nand other unbooked intangibles, we do not believe we were a PFIC for our taxable year ended December 31, 2025. However, no assurance can\nbe given in this regard because the determination of whether we will be or become a PFIC for any taxable year is a fact intensive determination\nmade annually that depends, in part, upon the composition and classification of our income and assets. Fluctuations in the market price\nof our ADSs may cause us to be or become classified as a PFIC for the current or future taxable years because the value of our assets\nfor purposes of the asset test, including the value of our goodwill and unbooked intangibles, may be determined by reference to the market\nprice of our ADSs from time to time (which may be volatile). In particular, recent declines in the market price of our ADSs significantly\nincreased our risk of becoming a PFIC. The market price of our ADSs may continue to fluctuate considerably and, consequently, we cannot\nassure you of our PFIC status for any taxable year. Furthermore, the composition of our income and assets may also be affected by how,\nand how quickly, we use our liquid assets. Under circumstances where revenues from activities that produce passive income significantly\nincrease relative to our revenues from activities that produce non-passive income, or where we determine not to deploy significant amounts\nof cash for active purposes, our risk of being or becoming classified as a PFIC may substantially increase.\n\n140\n\nIf we were to be or become a PFIC in any taxable year during which\na U.S. Holder holds our ADSs or Class A ordinary shares, the PFIC rules discussed below under “—Passive Foreign Investment\nCompany Rules” will generally apply to such U.S. Holder for such taxable year, and unless the U.S. Holder makes certain\nelections, will apply in future years even if we cease to be a PFIC.\n\nDividends\n\nSubject to the discussion\nbelow entitled “—Passive Foreign Investment Company Rules”, the gross amount of distributions paid on the ADSs or Class A\nordinary shares (including the amount of any mainland China’s tax withheld) out of our current or accumulated earnings and profits,\nas determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder as\ndividend income on the day actually or constructively received by the U.S. Holder, in the case of Class A ordinary shares,\nor by the depositary, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of U.S. federal\nincome tax principles, the full amount of any distribution we pay will generally be treated as a “dividend” for U.S. federal\nincome tax purposes. Dividends received on the ADSs or Class A ordinary shares will not be eligible for the dividends received deduction\ngenerally allowed to corporations.\n\nDividends received by individuals and certain other non-corporate U.S. Holders\nmay be subject to tax at the lower capital gain tax rate applicable to “qualified dividend income,” provided that certain\nconditions are satisfied, including that (1) the ADSs or Class A ordinary shares on which the dividends are paid are readily\ntradable on an established securities market in the United States, or, in the event that we are deemed to be a mainland China resident\nenterprise under mainland China’s tax law, we are eligible for the benefit of the United States-mainland China income\ntax treaty (the “Treaty”), (2) we are neither a PFIC nor treated as such with respect to such U.S. Holder (as discussed\nbelow) for the taxable year in which the dividend is paid and the preceding taxable year, and (3) certain holding period requirements\nare met. We expect the ADSs (but not the Class A ordinary shares), which are listed on Nasdaq, will be considered readily tradable\non an established securities market in the United States, although there can be no assurance in this regard. However, as described\nabove, on April 2, 2026, we received a written notice from Nasdaq indicating we are not in compliance with the US$1.00 minimum bid price\nrequirement under the Nasdaq Listing Rules. We were granted a grace period of 180 calendar days, expiring on September 29, 2026, in which\nto regain compliance. See “Item 3. Key Information—D. Risk Factors—Risks Related to the ADSs—If we fail to meet\nNasdaq’s minimum bid price or minimum market value of publicly held shares requirements, our ADSs could be subject to delisting,\nwhich may significantly reduce the liquidity of our ADSs and cause further declines to the market price of our ADSs.” If our ADSs\nare delisted from the Nasdaq and are not otherwise readily tradable on an established securities market in the United States, dividends\nreceived on our ADSs would generally not be eligible to be taxed as dividend income from a qualified foreign corporation. Because the\nClass A ordinary shares will not be listed on a U.S. exchange, dividends received with respect to Class A ordinary shares\nthat are not represented by ADSs may not be treated as qualified dividends. U.S. Holders are urged to consult their tax advisors\nregarding the availability of the lower rate for dividends paid with respect to the ADSs or Class A ordinary shares.\n\nIn the event that we are\ndeemed to be a mainland China resident enterprise under the EIT Law (see “Item 10. Additional Information—E. Taxation—Mainland\nChina”), we may be eligible for the benefits of the Treaty. If we are eligible for such benefits, dividends we pay on our Class A\nordinary shares, regardless of whether such shares are represented by the ADSs, and regardless of whether the ADSs are readily tradable\non an established securities market in the United States, would be eligible for the reduced rates of taxation described in the preceding\nparagraph.\n\nFor U.S. foreign tax\ncredit purposes, dividends paid on the ADSs or Class A ordinary shares, if any, will generally be treated as income from foreign\nsources and will generally constitute passive category income for U.S. foreign tax credit purposes. Subject to certain conditions and\nlimitations, mainland China’s withholding taxes on dividends that are non-refundable under the Treaty may be treated as foreign\ntaxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. A U.S. Holder who does not\nelect to claim a foreign tax credit for foreign taxes withheld may instead, subject to applicable limitations, claim a deduction for\nU.S. federal income tax purposes, in respect of such withholding, but only for a year in which such holder elects to do so for all\ncreditable foreign income taxes. The rules governing the foreign tax credit are complex and their outcome depends in large part on the\nU.S. Holder’s individual facts and circumstances. Accordingly, U.S. Holders are urged to consult their tax advisors regarding\nthe availability of the foreign tax credit under their particular circumstances.\n\nSale or Other Disposition\n\nSubject to the discussion\nbelow entitled “—Passive Foreign Investment Company Rules”, a U.S. Holder will generally recognize capital gain\nor loss upon the sale or other disposition of the ADSs or Class A ordinary shares in an amount equal to the difference between the\namount realized upon the disposition and the holder’s adjusted tax basis in such ADSs or Class A ordinary shares. Any capital\ngain or loss will be long-term if the ADSs or Class A ordinary shares have been held for more than one year and will generally\nbe U.S.-source gain or loss for U.S. foreign tax credit purposes, which will generally limit the availability of foreign tax\ncredits. Long-term capital gain of individuals and certain other non-corporate U.S. Holders will generally be eligible\nfor a reduced rate of taxation. The deductibility of a capital loss may be subject to limitations.\n\n141\n\nAs described in “Item\n10. Additional Information—E. Taxation—Mainland China,” if we are deemed to be a mainland China resident enterprise\nunder the EIT Law, gains from the disposition of the ADSs or Class A ordinary shares may be subject to mainland China income tax\nand will generally be U.S.-source, which may limit the ability to receive a foreign tax credit. If a U.S. Holder is eligible for\nthe benefits of the Treaty, such holder may be able to elect to treat such gain as mainland China-source income under the Treaty.\nPursuant to United States Treasury regulations (the applicability of which has been postponed until further guidance is issued),\nhowever, if a U.S. Holder is not eligible for the benefits of the Treaty or does not elect to apply the Treaty, then such holder\nmay not be able to claim a foreign tax credit arising from any mainland China tax imposed on the disposition of the ADSs or Class A\nordinary shares. The rules regarding foreign tax credits and deduction of foreign taxes are complex. U.S. Holders should consult\ntheir tax advisors regarding the availability of a foreign tax credit or deduction in light of their particular circumstances, including\ntheir eligibility for benefits under the Treaty, and the potential impact of the United States Treasury regulations.\n\nPassive Foreign\nInvestment Company Rules\n\nIf we are a PFIC for any\ntaxable year during which a U.S. Holder holds the ADSs or Class A ordinary shares, and unless the U.S. Holder makes a\nmark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any\nexcess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder\nthat is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the\nU.S. Holder’s holding period for the ADSs or Class A ordinary shares), and (ii) any gain realized on the sale or\nother disposition of ADSs or Class A ordinary shares. Under the PFIC rules:\n\n●the excess distribution or gain will\nbe allocated ratably over the U.S. Holder’s holding period for the ADSs or\nClass A ordinary shares;\n\n●the amount allocated to the current\ntaxable year and any taxable years in the U.S. Holder’s holding period prior\nto the first taxable year in which we are a PFIC (each, a “pre-PFIC year”),\nwill be taxable as ordinary income; and\n\n●the amount allocated to each prior\ntaxable year, other than a pre-PFIC year, will be subject to tax at the highest tax\nrate in effect for individuals or corporations, as appropriate, for that year, increased\nby an additional tax equal to the interest on the resulting tax deemed deferred with respect\nto each such taxable year.\n\nIf we are a PFIC for any\ntaxable year during which a U.S. Holder holds the ADSs or Class A ordinary shares and any of our subsidiaries, our VIEs or\ntheir subsidiaries are also PFICs (each a “lower-tier PFIC”), such U.S. Holder would be treated as owning a proportionate\namount (by value) of the shares of such lower-tier PFIC for purposes of the application of these rules. U.S. Holders are urged\nto consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries, our VIEs or their subsidiaries.\n\nAs an alternative to the\nforegoing rules, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election\nwith respect to such stock. If a U.S. Holder makes a valid mark-to-market election with respect to the ADSs, the holder will\ngenerally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of\nADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (ii) deduct as an ordinary loss the excess,\nif any, of the adjusted tax basis of the ADSs over the fair market value of such ADSs held at the end of the taxable year, but such deduction\nwill only be allowed to the extent of the amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s\nadjusted tax basis in the ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a\nU.S. Holder makes a mark-to-market election in respect of the ADSs in a year when we are a PFIC and we subsequently cease to\nbe a PFIC, the holder will not be required to take into account the gain or loss described above during any period that we are not a\nPFIC. 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 the ADSs in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss,\nbut such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the\nmark-to-market election.\n\n142\n\nThe mark-to-market election is available only for “marketable\nstock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter\n(“regularly traded”) on a qualified exchange or other market, as defined in applicable United States Treasury regulations.\nThe ADSs, but not the Class A ordinary shares, are listed on Nasdaq, which is a qualified exchange for these purposes. We anticipate\nthat the ADSs should qualify as being regularly traded, but no assurances may be given in this regard. However, as described above, on\nApril 2, 2026, we received a written notice from Nasdaq indicating we are not in compliance with the US$1.00 minimum bid price requirement\nunder the Nasdaq Listing Rules. We were granted a grace period of 180 calendar days, expiring on September 29, 2026, in which to regain\ncompliance. See “Item 3. Key Information—D. Risk Factors—Risks Related to the ADSs—If we fail to meet Nasdaq’s\nminimum bid price or minimum market value of publicly held shares requirements, our ADSs could be subject to delisting, which may significantly\nreduce the liquidity of our ADSs and cause further declines to the market price of our ADSs.” If our ADSs are delisted from Nasdaq\nand are not otherwise listed on a qualified exchange or other market, as described above, our ADSs would not be treated as “marketable\nstock” for these purposes and a U.S. Holder would not be eligible to make a mark-to market election with respect to our ADSs.\n\nBecause a mark-to-market election\ncannot technically be made for any lower-tier PFICs that we may own, a U.S. Holder that makes the mark-to-market election\nmay continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held\nby us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.\n\nWe do not intend to provide\ninformation necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment\ndifferent from (and generally less adverse than) the general tax treatment for PFICs described above.\n\nIf a U.S. Holder owns\nthe ADSs or Class A ordinary shares during any taxable year that we are a PFIC, the holder must generally file an annual IRS Form 8621.\nYou should consult your tax advisor regarding the U.S. federal income tax consideration of owning and disposing of the ADSs or Class A\nordinary shares if we are or become a PFIC, including the availability and possibility of making a mark-to-market election.\n\nF.DIVIDENDS AND PAYING AGENTS\n\nNot applicable.\n\nG.STATEMENT BY EXPERTS\n\nNot applicable.\n\nH.DOCUMENTS ON DISPLAY\n\nWe are subject to periodic\nreporting and other informational requirements of the Exchange Act as applicable to foreign private issuers, and are required to file\nreports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained\nover the internet at the SEC’s website at www.sec.gov. As a foreign private issuer, we are exempt from the rules under the Exchange\nAct prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders\nare exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.\n\nWe will furnish JPMorgan\nChase Bank, N.A., the depositary of the ADSs, with our annual reports, which will include a review of operations and annual audited consolidated\nfinancial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings and other reports and communications\nthat are made generally available to our shareholders. The depositary will make such notices, reports and communications available to\nholders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’\nmeeting received by the depositary from us.\n\nIn accordance with Nasdaq\nStock Market Rule 5250(d), we will post this annual report on Form 20-F on our website at https://ir.ymt.com/. In addition, we will provide\nhardcopies of our annual report free of charge to shareholders and ADS holders upon request.\n\nI.SUBSIDIARY INFORMATION\n\nNot applicable.\n\n143\n\nJ.ANNUAL REPORT TO SECURITY HOLDERS\n\nNot applicable."}