{"url_path":"/sec/yoov/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2001794/0001213900-26-054960-index.html","accession_number":"0001213900-26-054960","cik":"0002001794","ticker":"YOOV","issuer_name":"Concorde International Group Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2001794/0001213900-26-054960-index.html","primary_entity_key":"0002001794","primary_entity_name":"Concorde International Group Ltd."},"word_count":12088,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n** **\n\n**A.\nShare Capital**\n\n \n\nAs of the date of this annual\nreport, we are authorized to issue up to a maximum of 350,000,000 ordinary shares with a par value of US$0.00001 each comprising (i)\n250,000,000 Class A Ordinary Shares with a par value of US$0.00001 each (“Class A Ordinary Shares”); and (ii) 100,000,000\nClass B Ordinary Shares with a par value US$0.00001 each (“Class B Ordinary Shares”, together with Class A Ordinary Shares,\n“Ordinary Shares”).\n\n \n\n**B.\nMemorandum and Articles of Association**\n\n \n\nWe\nare a BVI business company, and our affairs are governed by our memorandum and articles of association, as amended from time to time,\nand the BVI Act.\n\n \n\nWe\nincorporate by reference into this annual report our Second Amended and Restated Memorandum and Articles of Association, the form of\nwhich was filed as Exhibit 3.2 to our registration statement on Form F-1 (File Number 333-281799) filed with the Securities and Exchange\nCommission on August 27, 2024, as amended. Our Second Amended and Restated Memorandum and Articles of Association was adopted by written\nresolutions of the shareholder of the Company in March 2024, which became effective in the same month.\n\n \n\n69\n\n \n\nThe\nfollowing description of our Ordinary Shares and provisions of our Second Amended and Restated Memorandum and Articles of Association\nare summaries and are qualified by reference to the Second Amended and Restated Memorandum and Articles of Association.\n\n \n\n**Ordinary\nShares**\n\n** **\n\n*General*\n\n* *\n\nAll\nof our issued Ordinary Shares are fully paid and non-assessable. Certificates evidencing the Ordinary Shares are issued in registered\nform. Our shareholders who are non-residents of the BVI may freely hold and vote with their Ordinary Shares. As of the date of this annual\nreport, we have 206,674,356 Class A Ordinary Shares and 20, 311,112 Class B Ordinary Shares issued and outstanding.\n\n \n\nHolders\nof our Class A Ordinary shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Other than in\nrespect of voting and conversion, the Class A Ordinary Shares and the Class B Ordinary Shares carry equal rights and rank pari passu\nwith one another, including the rights to dividends and other capital distribution.\n\n \n\n*Conversion*\n\n \n\nEach\nClass B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are\nnot convertible into Class B Ordinary Shares under any circumstances. Upon any direct or indirect sale, transfer, assignment or disposition\nof Class B Ordinary Shares or the direct or indirect transfer or assignment of the voting power attached to such number of Class B Ordinary\nShares through voting proxy or otherwise by a holder thereof to any person or entity which is neither ultimately controlled by Swee Kheng\nChua (the “Founder”) nor another holder of Class B Ordinary Shares or an Affiliate (as defined in the Articles) of such another\nholder, all Class B Ordinary Shares held by a holder thereof shall be automatically and immediately converted into an equal number of\nClass A Ordinary Shares. Upon any direct or indirect sale, transfer, assignment or disposition of a majority of the issued and outstanding\nvoting securities of, or the direct or indirect transfer or assignment of the voting power attached to such voting securities through\nvoting proxy or otherwise, or the direct or indirect sale, transfer, assignment or disposition of all or substantially all of the assets\nof, a holder of Class B Ordinary Shares that is an entity to any person or entity which is neither ultimately controlled by the Founder\nnor another holder of Class B Ordinary Shares or an Affiliate (as defined in the Articles) of such another holder, all Class B Ordinary\nShares held by a holder thereof shall be automatically and immediately converted into an equal number of Class A Ordinary Shares.\n\n \n\n*Distributions*\n\n \n\nThe\nholders of our Ordinary Shares are entitled to such dividends as may be declared by our board of Directors subject to the BVI Act.\n\n \n\n*Voting\nrights*\n\n* *\n\nAny action required or permitted\nto be taken by the shareholders must be effected at a duly called general meeting of the shareholders entitled to vote on such action.\nFollowing the Company’s IPO, any action required or permitted to be taken by the shareholders of the Company must be effected by\na meeting of the shareholders, such meeting to be duly convened and held in accordance with the Articles. At each general meeting, each\nshareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative)\nwill have one vote for each Class A Ordinary Share which such shareholder holds and one hundred (100) votes for each Class B Ordinary\nShare which such shareholder holds. Holders of Class A Ordinary Shares and holders of Class B Ordinary Shares shall, at all times, vote\ntogether as one class, on all matters submitted to a vote for shareholders’ consent (other than in respect of separate general meetings\nof the holders of a class or series of shares).\n\n \n\n70\n\n \n\n*Qualification*\n\n \n\nThere\nis currently no shareholding qualification for directors.\n\n \n\n*Meetings*\n\n \n\nWe\nmust provide not less than seven days’ notice of all meetings of shareholders to those persons whose names appear as shareholders\nin the register of members on the date the notice is given and who are entitled to vote at the meeting. Our board of directors shall\ncall a meeting of the shareholders upon the written request of shareholders holding at least thirty percent (30%) of the voting rights\nin respect of the matter for which the meeting is being requested. In addition, our board of directors may call a meeting of shareholders\non its own motion. A meeting of shareholders held in contravention of the requirement to give notice is valid if shareholders holding\nat least ninety percent (90%) of the total voting rights on all the matters to be considered at the meeting have waived notice of the\nmeeting and, for this purpose, the presence of a shareholder at the meeting shall constitute waiver on his part.\n\n \n\nAt\nany meeting of shareholders, a quorum will be present if there are shareholders present in person or by proxy representing not less than\nfifty percent (50%) of the votes of Ordinary Shares entitled to vote on the resolutions to be considered at the meeting. Such a quorum\nmay be represented by only a single shareholder or proxy. If no quorum is present within two hours of the start time of the meeting,\nthe meeting shall be dissolved if it was requested by shareholders. In any other case, the meeting shall be adjourned to the next business\nday at the same time and place or to such other time and place as the board of directors may determine, and if shareholders representing\nnot less than one-third of the votes of the Ordinary Shares entitled to vote on the matters to be considered at the meeting are present\nwithin one hour of the start time of the adjourned meeting, a quorum will be present. No business may be transacted at any general meeting\nunless a quorum is present at the commencement of business. If present, the chair of our board of directors shall be the chair presiding\nat any meeting of the shareholders. If the chair of our board of directors is not present, then the shareholders present shall choose\na shareholder to chair the meeting of shareholders. If the shareholders are unable to choose a chairman for any reason, then the person\nrepresenting the greatest number of voting shares present in person or by proxy at the meeting shall preside as chairman.\n\n \n\nA\ncorporation that is a shareholder shall be deemed for the purpose of our Memorandum and Articles to be present in person if represented\nby its duly authorized representative. This duly authorized representative shall be entitled to exercise the same powers on behalf of\nthe corporation which he represents as that corporation could exercise if it were our individual shareholder.\n\n \n\n*Protection\nof minority shareholders*\n\n \n\nThere\nare no provisions in the Articles of Association relating to the rights of minority shareholders in relation to fraud or oppression.\nHowever, certain remedies are available to shareholders of the Company under the BVI law as summarized below.\n\n \n\nThe\nBVI Act contains various mechanisms to protect minority shareholders, including:\n\n** **\n\n \n(i)\n*Restraining\nor Compliance Orders:* if a company or a director of a company engages in, or proposes to engage in or has engaged in, conduct\nthat contravenes the BVI Act or the company’s memorandum and articles of association, the court may, on the application of\na member or a director of the company, make an order directing the company or its director to comply with, or restraining the company\nor director from engaging in conduct that contravenes, the BVI Act or the company’s memorandum and articles of association;\n\n \n \n \n\n \n(ii)\n*Derivative\nActions:* the court may, on the application of a member of a company, grant leave to that member to:\n\n \n \n \n\n \n \n(aa)\nbring proceedings\nin the name and on behalf of that company; or\n\n \n \n \n \n\n \n \n(bb)\nintervene in proceedings\nto which the company is a party for the purpose of continuing, defending or discontinuing the proceedings on behalf of the company;\nand\n\n \n\n71\n\n \n\n \n(iii)\n*Unfair Prejudice\nRemedies:* a member of a company who considers that the affairs of the company have been, are being or are likely to be, conducted\nin a manner that is, or any acts of the company have been, or are, likely to be oppressive, unfairly discriminatory, or unfairly\nprejudicial to him, may apply to the court for an order and, if the court considers that it is just and equitable to do so, it may\nmake such order as it thinks fit, including, without limitation, one or more of the following orders:\n\n \n \n \n\n \n \n(aa)\nin the case of a shareholder,\nrequiring the company or any other person to acquire the shareholder’s shares;\n\n \n \n \n \n\n \n \n(bb)\nrequiring the company or\nany other person to pay compensation to the member;\n\n \n \n \n \n\n \n \n(cc)\nregulating the future conduct\nof the company’s affairs;\n\n \n \n \n \n\n \n \n(dd)\namending the memorandum\nor articles of association of the company;\n\n \n \n \n \n\n \n \n(ee)\nappointing a receiver of\nthe company;\n\n \n \n \n \n\n \n \n(ff)\nappointing a liquidator\nof the company under section 159(1) of the Insolvency Act;\n\n \n \n \n \n\n \n \n(gg)\ndirecting the rectification\nof the records of the company; and\n\n \n \n \n \n\n \n \n(hh)\nsetting aside any decision\nmade or action taken by the company or its directors in breach of the BVI Act or the company’s memorandum and articles of association.\n\n \n \n \n\n \n(iv)\n*Personal\nand Representative Actions:* a member can bring an action against the company for a breach of a duty owed by the company to member\nin his capacity as a member. Where a member brings such an action and other members have the same (or substantially the same) action\nagainst the company, the court may appoint the first member to represent all or some of the members having the same interest and\nmay make an order:\n\n \n \n \n\n \n \n(aa)\nas to the control and conduct\nof the proceedings;\n\n \n \n \n \n\n \n \n(bb)\nas to the costs of the\nproceedings; and\n\n \n \n \n \n\n \n \n(cc)\ndirecting the distribution\nof any amount ordered to be paid by a defendant in the proceedings among the members represented.\n\n** **\n\nThe\nBVI Act provides that any member of a company is entitled to payment of the fair value of their shares upon dissenting from any of the\nfollowing:\n\n** **\n\n \n(i)\na merger, if\nthe company is a constituent company, unless the company is the surviving company, and the member continues to hold the same or similar\nshares;\n\n \n \n \n\n \n(ii)\na consolidation,\nif the company is a constituent company;\n\n \n \n \n\n \n(iii)\nany sale, transfer,\nlease, exchange or other disposition of more than 50% of the assets or business of the company if not made in the usual or regular\ncourse of the business carried on by the company but not including:\n\n \n \n \n\n \n \n(aa)\na disposition\npursuant to an order of the court having jurisdiction in the matter;\n\n \n\n72\n\n \n\n \n \n(bb)\na disposition for money\non terms requiring all or substantially all net proceeds to be distributed to the members in accordance with their respective interests\nwithin one (1) year after the date of disposition; or\n\n \n \n \n \n\n \n \n(cc)\na transfer pursuant to\nthe power of the directors to transfer assets for the protection thereof;\n\n \n \n \n \n\n \n(iv)\na redemption\nof 10% or fewer of the issued shares of the company required by the holders of 90% or more of the shares of the company pursuant\nto the terms of the BVI Act; and\n\n \n \n \n\n \n(v)\nan arrangement,\nif permitted by the court.\n\n** **\n\nGenerally,\nany other claims against a company by its shareholders must be based on the general laws of contract or tort applicable in the BVI or\ntheir individual rights as shareholders as established by the company’s memorandum and articles of association.\n\n \n\n*Pre-emptive\nrights*\n\n \n\nThere\nare no pre-emptive rights applicable to the issue by us of new Ordinary Shares under either BVI law or our Memorandum and Articles.\n\n \n\n*Transfer\nof Ordinary Shares*\n\n \n\nSubject\nto the restrictions in our Memorandum and Articles, the lock-up agreements with the representative of the underwriters and applicable\nsecurities laws, any of our shareholders may transfer all or any of his or her Ordinary Shares by written instrument of transfer signed\nby the transferor and containing the name and address of the transferee. Our board of directors may resolve by resolution to refuse or\ndelay the registration of the transfer of any Ordinary Shares.\n\n \n\n*Liquidation*\n\n \n\nThe BVI court has authority\nunder the BVI Insolvency Act, 2003 to order winding up in a number of specified circumstances including where it is, in the opinion of\nthe court, just and equitable to do so.\n\n \n\nA\nBVI company may enter into voluntary liquidation under the BVI Act if it has no liabilities or is able to pay its debts as they fall\ndue and the value of its assets equals or exceeds its liabilities.\n\n \n\n*Calls\non Ordinary Shares and forfeiture of Ordinary Shares*\n\n \n\nOur\nboard of directors may from time to time make calls upon shareholders for any amounts unpaid on their Ordinary Shares in a notice served\nto such shareholders at least fourteen days prior to the specified time of payment. The Ordinary Shares that have been called upon and\nremain unpaid are subject to forfeiture. For the avoidance of doubt, if the issued shares have been fully paid in accordance with the\nterms of its issuance and subscription, the board of directors shall not have the right to make calls on such fully paid shares and such\nfully paid shares shall not be subject to forfeiture.\n\n \n\n*Purchase\nor redemption of Ordinary Shares*\n\n \n\nSubject\nto the provisions of the BVI Act, the board of directors may purchase, redeem or otherwise acquire and hold its own shares on such terms\nand in such manner as may be determined by our Memorandum and Articles and subject to any applicable requirements imposed from time to\ntime by, the BVI Act, the SEC, the Nasdaq Capital Market, or by any recognized stock exchange on which our securities are listed.\n\n \n\n73\n\n \n\n*Modification\nof rights*\n\n \n\nAll\nor any of the special rights attached to any class of shares may, subject to the provisions of the BVI Act, be amended only pursuant\nto consent in writing of all the holders of the issued shares of that class or with the sanction of a resolution passed by a majority\nof the votes cast at a separate meeting of the holders of the shares of that class.\n\n \n\nTo\nevery such separate general meeting all the provisions of the Articles relating to general meetings of shareholders shall, mutatis mutandis,\napply, but so that:\n\n \n\n \n(a)\nseparate general meetings\nof the holders of a class or series of shares may be called only by (i) the chairman of the board of directors, or (ii) a majority\nof the entire board of directors (unless otherwise specifically provided by the terms of issue of the shares of such class or series);\n\n \n \n \n\n \n(b)\nthe necessary quorum (whether\nat a separate general meeting or at its adjourned meeting) shall be a person or persons (or in the case of a shareholder being a\ncorporation, its duly authorized representative) together holding or representing by proxy not less than one-third in nominal or\npar value of the issued shares of that class (but so that if at any adjourned meeting of such holders a quorum as above defined is\nnot present, those shareholders who are present shall form a quorum);\n\n \n \n \n\n \n(c)\nevery holder of shares\nof the class shall be entitled (whether on show of hands or on a poll) to one vote for every such share held by him; and\n\n \n \n \n\n \n(d)\nany holder of shares of\nthe class present in person or by proxy or authorized representative may demand a poll.\n\n \n\nChanges\nin the number of shares we are authorized to issue and those in issue\n\n \n\nWe\nmay from time to time by a resolution of shareholders or resolution of our board of directors: \n\n \n\n \n●\namend our Memorandum and\nArticles to increase or decrease the maximum number of shares we are authorized to issue;\n\n \n \n \n\n \n●\nsubject to our Memorandum\nand Articles, sub-divide our authorized and issued shares into a larger number of shares than our existing number of shares; and\n\n \n \n \n\n \n●\nsubject to our Memorandum\nand Articles, consolidate our authorized and issued shares into a smaller number of shares than our existing number of shares.\n\n \n\n*Untraceable\nshareholders*\n\n \n\nOur\nMemorandum and Articles contain no provision entitling us to sell the shares of a shareholder who is untraceable.\n\n \n\n*Inspection\nof books and records*\n\n \n\nMembers\nof the general public, on a payment of a nominal fee, can inspect the public records of a company available at the office of the BVI\nRegistrar of Corporate Affairs (the “Registrar”) which will include, inter alia, the company’s certificate of incorporation,\nits memorandum and articles of association (with any amendments) and the records of license fees paid to date.\n\n \n\nA\ndirector of a BVI company may, on giving reasonable notice, inspect (and make copies of) the documents and records of a BVI company without\ncharge and at a reasonable time specified by the director.\n\n \n\nA\nmember of a BVI company may, on giving written notice to a BVI company, inspect the company’s memorandum and articles of association,\nthe register of members, the register of directors and the minutes of meetings and resolutions of members and of those classes of members\nof which he is a member.\n\n \n\n74\n\n \n\nSubject\nto any provision to the contrary in the company’s memorandum and articles of association, the directors may, if they are satisfied\nthat it would be contrary to the company’s interests to allow a member to inspect any document, or part of a document, refuse to\npermit the member to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking\nof extracts from the records. The directors shall, as soon as reasonably practicable, notify a member of any exercise of such powers.\nWhere a company fails or refuses to permit a member to inspect a document or permits a member to inspect a document subject to limitations,\nthat member may apply to the BVI court for an order that he should be permitted to inspect the document or to inspect the document without\nlimitation.\n\n \n\nA\ncompany shall keep minutes of all meetings of directors, members, committees of directors and committees of members and copies of all\nresolutions consented to by directors, members, committees of directors and committees of members. The books, records and minutes required\nby the BVI Act shall be kept at the office of the BVI registered agent of the company or at such other place as the directors determine.\nSee “Where You Can Find More Information.”\n\n \n\n*Rights\nof non-resident or foreign shareholders*\n\n \n\nThere\nare no limitations imposed by our Memorandum and Articles on the rights of non-resident or foreign shareholders to hold or exercise voting\nrights on our shares. In addition, there are no provisions in our Memorandum and Articles governing the ownership threshold above which\nshareholder ownership must be disclosed.\n\n \n\n*Issuance\nof additional Ordinary Shares*\n\n \n\nOur\nMemorandum and Articles authorizes our board of directors to issue additional Ordinary Shares from authorized but unissued Ordinary Shares,\nto the extent available, from time to time as our board of directors shall determine.\n\n \n\n**Certain\nBVI Company Considerations**\n\n \n\n**Differences\nin Corporate Law**\n\n \n\nThe\nBVI Act and the laws of the BVI affecting BVI companies like us and our shareholders differ from laws applicable to U.S. corporations\nand their shareholders. Set forth below is a summary of the significant differences between the provisions of the laws of the BVI applicable\nto us and, for illustrative purposes only, the Delaware General Corporation Law (the “DGCL”), which are applicable to us\nand the companies incorporated in the state of Delaware and their shareholders.\n\n \n\n*Mergers\nand similar arrangements*\n\n \n\nUnder\nthe BVI Act, two or more BVI companies may merge or consolidate in accordance with the statutory provisions. A merger means the merging\nof two or more constituent companies into one of the constituent companies, and a consolidation means the uniting of two or more constituent\ncompanies into a new company. In order to merge or consolidate, the directors of each constituent BVI company must approve a written\nplan of merger or consolidation which must be authorized by a resolution of shareholders. One or more BVI companies may also merge or\nconsolidate with one or more companies incorporated under the laws of jurisdictions outside the BVI, if the merger or consolidation is\npermitted by the laws of the jurisdictions in which the companies incorporated outside the BVI are incorporated. In respect of such a\nmerger or consolidation a BVI company is required to comply with the provisions of the BVI Act and a company incorporated outside the\nBVI is required to comply with the laws of its jurisdiction of incorporation.\n\n \n\nShareholders\nof BVI companies not otherwise entitled to vote on the merger or consolidation may still acquire the right to vote if the plan of merger\nor consolidation contains any provision which, if proposed as an amendment to the memorandum and articles of association, would entitle\nthem to vote as a class or series on the proposed amendment. In any event, all shareholders must be given a copy of the plan of merger\nor consolidation irrespective of whether they are entitled to vote at the meeting or consent to the written resolution to approve the\nplan of merger or consolidation.\n\n \n\n75\n\n \n\nUnder\nDelaware law each corporation’s board of directors must approve a merger agreement. The merger agreement must state, among other\nterms, the terms of the merger and method of carrying out the merger. This agreement must then be approved by the majority vote of the\noutstanding stock entitled to vote at an annual or special meeting of each corporation, and no class vote is required unless provided\nin the certificate of incorporation.\n\n \n\nDelaware\npermits an agreement of merger to contain a provision allowing the agreement to be terminated by the board of directors of either corporation,\nnotwithstanding approval of the agreement by the stockholders of all or any of the corporations (1) at any time prior to the filing of\nthe agreement with the Secretary of State or (2) after filing if the agreement contains a post-filing effective time and an appropriate\nfiling is made with the Secretary of State to terminate the agreement before the effective time. In lieu of filing an agreement of merger,\nthe surviving corporation may file a certificate of merger, executed in accordance with Section 103 of the DGCL. The surviving corporation\nis also permitted to amend and restate its certification of incorporation in its entirety. The agreement of merger may also provide that\nit may be amended by the board of directors of either corporation prior to the time that the agreement filed with the Secretary of State\nbecomes effective, even after approval by stockholders, so long as any amendment made after such approval does not adversely affect the\nrights of the stockholders of either corporation and does not change any term in the certificate of incorporation of the surviving corporation.\nIf the agreement is amended after filing but before becoming effective, an appropriate amendment must be filed with the Secretary of\nState. If the surviving corporation is not a Delaware corporation, it must consent to service of process for enforcement of any obligation\nof the corporation arising as a result of the merger; such obligations include any suit by a stockholder of the disappearing Delaware\ncorporation to enforce appraisal rights under Delaware law.\n\n \n\nIf\na proposed merger or consolidation for which appraisal rights are provided is to be submitted for approval at a shareholder meeting,\nthe subject company must give notice of the availability of appraisal rights to its shareholders at least 20 days prior to the meeting.\n\n \n\nA\ndissenting shareholder who desires to exercise appraisal rights must (a) not vote in favor of the merger or consolidation; and (b) continuously\nhold the shares of record from the date of making the demand through the effective date of the applicable merger or consolidation. Further,\nthe dissenting shareholder must deliver a written demand for appraisal to the company before the vote is taken. The Delaware Court of\nChancery will determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation\nof the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value,\nthe court will take into account “all relevant factors.” Unless the Delaware Court of Chancery in its discretion determines\notherwise, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and\naccrue at 5% over the Federal Reserve discount rate.\n\n \n\n*Shareholders’\nsuits*\n\n \n\nThe\nBVI Act provides for remedies which may be available to shareholders. Where a company incorporated under the BVI Act or any of its directors\nengages in, or proposes to engage in, conduct that contravenes the BVI Act or the company’s memorandum and articles of association,\nthe BVI courts can issue a restraining or compliance order. Shareholders can also bring derivative, personal and representative actions\nunder certain circumstances. The traditional English basis for members’ remedies has also been incorporated into the BVI Act: where\na shareholder of a company considers that the affairs of the company have been, are being or are likely to be conducted in a manner likely\nto be oppressive, unfairly discriminating or unfairly prejudicial to him, he may apply to the court for an order based on such conduct.\n\n \n\n76\n\n \n\nAny\nshareholder of a company may apply to court for the appointment of a liquidator of the company and the court may appoint a liquidator\nof the company if it is of the opinion that it is just and equitable to do so.\n\n \n\nThe\nBVI Act provides that any shareholder of a company is entitled to payment of the fair value of his shares upon dissenting from any of\nthe following: (a) a merger, if the company is a constituent company, unless the company is the surviving company and the member continues\nto hold the same or similar shares; (b) a consolidation, if the company is a constituent company; (c) any sale, transfer, lease, exchange\nor other disposition of more than 50% in value of the assets or business of the company if not made in the usual or regular course of\nthe business carried on by the company but not including (i) a disposition pursuant to an order of the court having jurisdiction in the\nmatter, (ii) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the shareholders in\naccordance with their respective interest within one year after the date of disposition, or (iii) a transfer pursuant to the power of\nthe directors to transfer assets for the protection thereof; (d) a redemption of 10% or fewer of the issued shares of the company required\nby the holders of 90% or more of the shares of the company pursuant to the terms of the BVI Act; and (e) an arrangement, if permitted\nby the court.\n\n \n\n*Indemnification\nof directors and executive officers and limitation of liability*\n\n \n\nBVI\nlaw does not limit the extent to which a company’s articles of association may provide for indemnification of directors, officers\nand any other person, except to the extent any such provision may be held by the court to be contrary to public policy (e.g. for purporting\nto provide indemnification against the consequences of committing a crime.) provided that the indemnified person acted honestly and in\ngood faith and in what he believed to be in the best interests of the company and, in the case of criminal proceedings, the person had\nno reasonable cause to believe that his conduct was unlawful.\n\n \n\nThis\nstandard of conduct is generally the same as permitted under the DGCL for a Delaware corporation.\n\n \n\nInsofar\nas indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling\nus under the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy\nas expressed in the Securities Act and is therefore unenforceable.\n\n \n\n*Directors’\nfiduciary duties*\n\n \n\nBVI\nlaw provides that every director of a BVI company in exercising his powers or performing his duties shall act honestly and in good faith\nand in what the director believes to be in the best interests of the company. Additionally, the director shall exercise the care, diligence,\nand skill that a reasonable director would exercise in the same circumstances taking into account the nature of the company, the nature\nof the decision and the position of the director and his responsibilities. In addition, BVI law provides that a director shall exercise\nhis powers as a director for a proper purpose and shall not act, or agree to the company acting, in a manner that contravenes BVI law\nor the memorandum and articles of association of the company.\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 reasonably believes to be in the best interests of the corporation. He must not use his corporate\nposition for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation\nand its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by\nthe shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and\nin the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by\nevidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director\nmust prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.\n\n \n\n*Shareholder\naction by written consent*\n\n \n\nOur\nMemorandum and Articles provide that shareholders may approve corporate matters by way of a resolution approved at a duly constituted\nmeeting of shareholders by the affirmative vote of a simple majority of the votes of those shareholders entitled to vote and voting on\nthe resolution, subject to the Articles. Following the Company’s IPO, any action required or permitted to be taken by the shareholders\nof the Company must be effected by a meeting of the shareholders, such meeting to be duly convened and held in accordance with the Articles.\nPrior to the consummation of the Company’s IPO, any action that could be taken by shareholders at a meeting could also be taken\nby a resolution consented to in writing, without the need for any prior notice.\n\n \n\n77\n\n \n\nUnder\nthe DGCL, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation.\n\n \n\n*Shareholder\nproposals*\n\n \n\nBVI\nlaw and our Memorandum and Article provide that our directors shall call a meeting of the shareholders if requested in writing to do\nso by shareholders entitled to exercise at least 30% of the voting rights in respect of the matter for which the meeting is requested.\n\n \n\nUnder\nthe DGCL, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice\nprovisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do\nso in the governing documents, but shareholders may be precluded from calling special meetings.\n\n \n\n*Cumulative\nvoting*\n\n* *\n\nThere\nare no prohibitions to cumulative voting under the laws of the BVI, but our Memorandum and Articles do not provide for cumulative voting.\n\n \n\nCumulative\nvoting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder\nto cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power\nwith respect to electing such director.\n\n \n\nUnder\nthe DGCL, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically\nprovides for it. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware\ncorporation.\n\n \n\n*Removal\nof directors*\n\n* *\n\nOur\nArticles provide that a director may be removed from office by a resolution of members or by resolution of directors. A resolution for\nthe removal of a director may only be passed at a meeting called for the purpose of removing the director or for purposes including the\nremoval of the director or by a written resolution passed by at least seventy-five percent (75%) of the votes of the members or directors\nof the Company entitled to vote.\n\n \n\nUnder\nthe DGCL, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding\nshares entitled to vote, unless the certificate of incorporation provides otherwise.\n\n \n\n*Transactions\nwith interested shareholders*\n\n \n\nThe\nDGCL contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically\nelected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain\nbusiness combinations 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 group who or which owns or owned 15% or more of the target’s outstanding\nvoting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid\nfor the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the\ndate on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or\nthe transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware\npublic corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.\n\n \n\nBVI\nlaw has no comparable provision. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business\ncombination statute. Although BVI law does not regulate transactions between a company and its significant shareholders, it does provide\nthat transactions by the Company must be entered into bona fide in the best interests of the company and not with the effect of oppressing\nor constituting a fraud on the minority shareholders.\n\n \n\n78\n\n \n\n*Dissolution;\nWinding Up*\n\n \n\nAs\npermitted by BVI law and our Memorandum and Articles, we may be voluntarily liquidated under Part XII of the BVI Act by resolution of\ndirectors and resolution of shareholders if we have no liabilities or we are able to pay our debts as they fall due and the value of\nthe Company’s assets equals or exceeds its liabilities.\n\n \n\nUnder\nthe Delaware General Corporation Law, 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\n*Variation\nof rights of shares*\n\n \n\nUnder\nthe Delaware General Corporation Law, 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.\n\n \n\nUnder\nour Memorandum and Articles, if at any time our shares are divided into different classes of shares, the rights attached to any class\nmay only be varied pursuant to consent in writing of all the holders of the issued shares of that class or with the sanction of a resolution\npassed by a majority of the votes cast at a separate meeting of the holders of the shares of that class.\n\n \n\nTo\nevery such separate general meeting all the provisions of the Articles relating to general meetings of shareholders shall, mutatis mutandis,\napply, but so that:\n\n \n\n \n(a)\nseparate general meetings\nof the holders of a class or series of shares may be called only by (i) the chairman of the board of directors, or (ii) a majority\nof the entire board of directors (unless otherwise specifically provided by the terms of issue of the shares of such class or series):\n\n \n \n \n\n \n(b)\nthe necessary quorum (whether\nat a separate general meeting or at its adjourned meeting) shall be a person or persons (or in the case of a shareholder being a\ncorporation, its duly authorized representative) together holding or representing by proxy not less than one-third in nominal or\npar value of the issued shares of that class (but so that if at any adjourned meeting of s\n\n \n \n \n\n \n(c)\nevery holder of shares\nof the class shall be entitled (whether on show of hands or on a poll) to one vote for every such share held by him; and\n\n \n \n \n\n \n(d)\nany holder of shares of\nthe class present in person or by proxy or authorized representative may demand a poll.\n\n \n\n*Amendment\nof governing documents*\n\n \n\nAs\npermitted by BVI law, our Memorandum and Articles may be amended by a resolution of shareholders and, subject to certain exceptions,\nby a resolution of directors. Any amendment is effective from the date it is registered at the Registry of Corporate Affairs in the BVI.\nUnder the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority\nof the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.\n\n \n\n**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 under this\nitem or “Item 4. Information on the Company,” “Item 7. Major Shareholders and Related Party Transactions,” or\notherwise in this annual report.\n\n \n\n79\n\n \n\n**D.\nExchange Controls**\n\n \n\n**British\nVirgin Islands Exchange Controls**\n\n** **\n\nThe\nCompany is free to acquire, hold and sell foreign currency and securities without restriction. There is no exchange control legislation\nunder British Virgin Islands law and accordingly there are no exchange control regulations imposed under British Virgin Islands law that\nwould prevent the Company from paying dividends to shareholders in any particular currency, and all such dividends may be freely transferred\nout of the British Virgin Islands, clear of any income or other tax of the British Virgin Islands imposed by withholding or otherwise\nwithout the necessity of obtaining any consent of any government or authority of the British Virgin Islands.\n\n \n\n**Singapore\nExchange Controls**\n\n \n\nSingapore\ncurrently has no exchange control regulations or currency restrictions.\n\n \n\n**E.\nTaxation**\n\n** **\n\n**British\nVirgin Islands Taxation**\n\n \n\nAccording to Conyers Dill & Pearman, our BVI counsel, as Concorde\nInternational is incorporated under the BVI Act, it is exempt from all provisions of the Income Tax Act (as amended) of the British Virgin\nIslands (including with respect to all dividends, interests, rents, royalties, compensation and other amounts payable by Concorde International\nto persons who are not persons resident in the British Virgin Islands).\n\n \n\nCapital\ngains realized with respect to any shares, debt obligations or other securities of Concorde International by persons who are not persons\nresident in the British Virgin Islands are also exempt from all provisions of the Income Tax Act (as amended) of the British Virgin Islands.\n\n \n\nNo\nestate, inheritance, succession or gift tax is payable by persons who are not persons resident in the British Virgin Islands with respect\nto any shares, debt obligations or other securities of Concorde International.\n\n \n\n**Certain\nSingapore Taxation Considerations**\n\n \n\nThe\nfollowing summary is not intended to be or to be regarded as tax advice to any investors, and investors should consult their own professional\ntax advisors regarding the Singapore tax matters.\n\n \n\n*Corporate\nIncome Tax*\n\n \n\nA\ncompany is regarded as a tax resident in Singapore if the control and management of its business is exercised in Singapore. “Control\nand management” is defined as the making of decisions on strategic matters, such as those concerning the company’s policy\nand strategy. Generally, the location of a company’s board of directors’ meetings where strategic decisions are made determines\nwhere the control and management of that company is exercised. However, under certain scenarios, holding board meetings in Singapore\nmay not be sufficient and other factors will be considered to determine if the control and management of the business is indeed exercised\nin Singapore.\n\n \n\nAccording\nto ReThink Legal, our Singaporean counsel, a Singapore tax resident corporate taxpayer is subject to Singapore income tax on:\n\n \n\n \n●\nincome accruing in or derived\nfrom Singapore; or\n\n \n \n \n\n \n●\nincome derived from outside\nSingapore (i.e. foreign-sourced income) which is received or deemed received in Singapore, unless otherwise exempted. A non-Singapore\ntax resident corporate taxpayer is liable to Singapore income tax on income accruing in or derived from Singapore.\n\n \n\nA\nnon-Singapore tax resident corporate taxpayer is also liable to Singapore income tax on income derived from outside Singapore which is\nreceived or deemed to have been received in Singapore but generally only where such taxpayer is considered to be operating in or from\nSingapore.\n\n \n\n80\n\n \n\nForeign-sourced\nincome is deemed to be received in Singapore when it is:\n\n \n\n \n(a)\nremitted to, transmitted\nor brought into Singapore;\n\n \n \n \n\n \n(b)\nused to pay off any debt\nincurred in respect of a trade or business carried on in Singapore; or\n\n \n \n \n\n \n(c)\nused to purchase any movable\nproperty brought into Singapore.\n\n \n\nForeign-sourced\nincome in the form of branch profits, dividends and service fee income (“specified foreign income”) received or deemed received\nin Singapore by a Singapore tax resident company are exempted from Singapore tax provided that the following qualifying conditions are\nmet:\n\n \n\n \n(a)\nsuch income is subject\nto tax of a similar character to income tax (by whatever name called) under the law of the territory from which such income is received;\n\n \n \n \n\n \n(b)\nat the time such income\nis received in Singapore by the person resident in Singapore, the highest rate of tax of a similar character to income tax (by whatever\nname called) levied under the law of the territory from which such income is received on any gains or profits from any trade or business\ncarried on by any company in that territory at that time is at least 15.0%; and\n\n \n \n \n\n \n(c)\nthe Comptroller of Income\nTax (the “Comptroller”) is satisfied that the tax exemption would be beneficial to the person resident in Singapore who\nis receiving or deemed to be receiving the specified foreign income.\n\n \n\nThe\nprevailing corporate income tax rate in Singapore is 17.0% with the first S$200,000 of chargeable income of a company being partially\nexempt from tax as follows:\n\n \n\n \n(a)\n75.0% of the first S$10,000\nof chargeable income; and\n\n \n \n \n\n \n(b)\n50.0% of the next S$190,000\nof chargeable income.\n\n \n\nNew\ncompanies will also, subject to certain conditions and exceptions, be eligible for tax exemption for each of the company’s first\nthree (3) years of assessment as follows:\n\n \n\n \n(a)\n75.0% of the first S$100,000\nof chargeable income; and\n\n \n \n \n\n \n(b)\n50.0% of the next S$100,000\nof chargeable income.\n\n \n\nThe remaining chargeable\nincome (after the tax exemption scheme for new companies or the partial tax exemption scheme for companies) will be fully taxable at\nthe prevailing corporate tax rate. For the year of assessment 2025, companies will receive a 50% corporate income tax rebate capped at\nS$40,000. For companies which employed at least one local employee in 2024 will receive a cash payout of at least S$2,000. The maximum\ntotal benefits of the corporate income tax rebate and the cash payout that a company may receive is capped at S$40,000.\n\n** **\n\n**Dividend\nDistributions**\n\n \n\nAll\nSingapore-tax resident companies are currently under the one-tier corporate tax system, or one-tier system.\n\n \n\nUnder\nthe one-tier system, the income tax paid by a tax resident company is a final tax and its distributable profits can be distributed to\nshareholders as tax exempt (one-tier) dividends. Such dividends are tax exempt in the hands of a shareholder, regardless of the tax residence\nstatus, shareholding level or legal form of the shareholder.\n\n \n\nAccordingly,\ndividends received in respect of the ordinary shares of a Singapore-tax resident company by either a resident or non- resident of Singapore\nare not subject to Singapore income tax (whether by withholding or otherwise).\n\n \n\n81\n\n \n\nForeign\nshareholders are advised to consult their own tax advisers to take into account the tax laws of their respective countries of residence\nand the existence of any agreement for the avoidance of double taxation which their country of residence may have with Singapore.\n\n \n\n**Gains\non Disposal of Shares**\n\n \n\nSingapore\ndoes not currently impose tax on capital gains. Gains arising from the disposal of the shares may be construed to be of an income nature\nand subject to Singapore income tax, especially if they arise from activities which may be regarded as the carrying on of a trade or\nbusiness in Singapore. Such gains may also be considered income in nature, even if they do not arise from an activity in the ordinary\ncourse of trade or business or an ordinary incident of some other business activity, if the shares were purchased with the intention\nor purpose of making a profit by sale rather than holding for long-term investment purposes in Singapore. Conversely, gains from disposition\nof the shares in Singapore, if considered as capital gains rather than income by the Inland Revenue Authority of Singapore (“IRAS”),\nare not taxable in Singapore.\n\n \n\nThere\nare no specific laws or regulations which deal with the characterization of whether a gain is income or capital in nature. The characterization\nof gains arising from the sale of our shares will depend primarily on the facts and circumstances (commonly referred to as the “badges\nof trade”) of each shareholder.\n\n \n\nSubject to specified exceptions, Section 13W of the Income Tax Act\n1947 (“SITA”) provides for certainty on the non-taxability of gains derived by a corporate taxpayer from the disposal of ordinary\nshares during the period from June 1, 2012 where:\n\n \n\n \n●\nthe divesting company had\nlegally and beneficially held a minimum shareholding of 20% of the ordinary shares of the company whose shares are being disposed;\nand\n\n \n \n \n\n \n●\nthe divesting company had\nmaintained the minimum 20% shareholding for a continuous period of at least 24 months immediately prior to the disposal.\n\n \n\nThe\nexemption prescribed under Section 13W of the SITA is not applicable under the following scenarios:\n\n \n\n \n(a)\nthe disposal(s)\nof shares the gains or profits of which are included as part of the income of an insurer company;\n\n \n \n \n\n \n(b)\nthe disposal\nof shares before 1 June 2022 in a company that is:\n\n \n \n \n\n \n \n(i)\nis in the business\nof trading Singapore immovable properties; or\n\n \n \n \n \n\n \n \n(ii)\nprincipally\ncarries on the activity of holding Singapore immovable properties, other than property development, where the shares are not listed\non a stock exchange in Singapore or elsewhere;\n\n \n \n \n\n \n(c)\nthe disposal\nof shares on or after 1 June 2022 not listed on a stock exchange in Singapore or elsewhere, being shares in a company that the Comptroller\nis satisfied:\n\n \n \n \n\n \n \n(i)\nis in the business\nof trading immovable properties situated whether in Singapore or elsewhere;\n\n \n \n \n \n\n \n \n(ii)\nprincipally\ncarries on the activity of holding immovable properties situated whether in Singapore or elsewhere; or\n\n \n \n \n \n\n \n \n(iii)\nhas undertaken\nproperty development in Singapore or elsewhere, except where:\n\n \n \n \n \n\n \n \n \n(A)\nthe immovable\nproperty developed is used by the company to carry on its trade or business (including the business of letting immovable properties),\nnot being a business mentioned in sub-paragraph (i); and\n\n \n\n82\n\n \n\n \n \n \n(B)\nthe company did not undertake\nany property development in Singapore or elsewhere for a period of at least 60 consecutive months before the disposal of shares;\nor\n\n \n \n \n \n \n\n \n(d)\nthe disposal(s)\nof shares by a partnership, limited partnership and limited liability partnership, one or more of the partners of which is a company\nor are companies.\n\n** **\n\nShareholders\nwho apply, or who are required to apply, the Singapore Financial Reporting Standard 39 — Financial Instruments: Recognition and\nMeasurement, or SFRS(I) 1-39; the Singapore Financial Reporting Standard 109 — Financial Instruments, or FRS 109; or the Singapore\nFinancial Reporting Standard (International) 9 — Financial Instruments, or SFRS(I) 9, may for the purposes of Singapore income\ntax be required to recognize gains or losses in respect of financial instruments (not being gains or losses in the nature of capital)\nin accordance with SFRS(I) 1-39, FRS 109 or SFRS(I) 9 (as the case may be) (as modified by the applicable provisions of Singapore income\ntax law) even where no sale or disposal of the shares is made.\n\n \n\nShareholders\nwho may be subject to the above-mentioned tax treatments, including under Sections 34A or 34AA of the SITA, should consult their accounting\nand tax advisers regarding the Singapore income tax consequences of their acquisition, holding and disposal of the shares.\n\n \n\n**EACH\nPROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN CLASS A ORDINARY SHARES\nIN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.**\n\n \n\n**U.S.\nFederal Income Taxation Considerations**\n\n** **\n\nThe following discussion\nis a summary of certain material U.S. federal income tax considerations generally applicable to the ownership and disposition of our Class\nA Ordinary Shares by a U.S. Holder (as defined below) that holds our Class A Ordinary Shares as “capital assets” (generally,\nproperty held for investment) under the Code. This discussion is based upon existing U.S. federal income tax law, which is subject to\ndiffering interpretations or change, possibly with retroactive effect. There can be no assurance that the IRS or a court will not take\na contrary position. This discussion, moreover, does not address the U.S. federal estate, gift, minimum tax, and other non-income tax\nconsiderations, the Medicare tax on certain net investment income, or any state, local or non-U.S. tax considerations, relating to the\nownership or disposition of our Class A Ordinary Shares. The following summary does not address all aspects of U.S. federal income taxation\nthat may be important to particular U.S. Holders in light of their individual circumstances or to persons in special tax situations such\nas:\n\n \n\n \n●\nbanks and other financial institutions or underwriters;\n\n \n \n \n\n \n●\ninsurance companies;\n\n \n \n \n\n \n●\npension plans;\n\n \n \n \n\n \n●\ncooperatives;\n\n \n \n \n\n \n●\nregulated investment companies;\n\n \n \n \n\n \n●\nreal estate investment trusts;\n\n \n \n \n\n \n●\nbroker-dealers;\n\n \n \n \n\n \n●\npersons that elect to use a mark-to-market method of accounting;\n\n \n \n \n\n \n●\ncertain former U.S. citizens or former long-term residents of the U.S.;\n\n \n \n \n\n \n●\ntax-exempt entities (including private foundations);\n\n \n\n83\n\n \n\n \n●\ngovernments or agencies or instrumentalities thereof;\n\n \n \n \n\n \n●\nqualified retirement plans, individual retirement accounts, or other tax-deferred accounts;\n\n \n \n \n\n \n●\nholders who acquire their Class A Ordinary Shares pursuant to any employee share option or otherwise as compensation;\n\n \n \n \n\n \n●\nholders that hold their Class A Ordinary Shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes;\n\n \n \n \n\n \n●\nholders that have a functional currency other than the U.S. dollar;\n\n \n \n \n\n \n●\npersons that actually or constructively own ordinary shares representing 10% or more of our stock (by vote or value);\n\n \n \n \n\n \n●\npartnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding Class A Ordinary Shares through such entities (except as explicitly discussed below);\n\n \n \n \n\n \n●\npersons holding our Class A ordinary shares through a trust;\n\n \n \n \n\n \n●\nbeneficiaries of a trust holding our Class A ordinary shares; or\n\n \n \n \n\n \n●\npersons subject to Section 451(b) of the Code.\n\n \n\nall of whom may be subject\nto tax rules that differ significantly from those discussed below.\n\n \n\nEach U.S. Holder is urged\nto consult its tax advisor regarding the application of U.S. federal income taxation to its particular circumstances, and the state, local,\nnon-U.S. and other tax considerations of the ownership and disposition of our Class A Ordinary Shares. This brief description is based\non the current provisions of the Code, existing, temporary and proposed U.S. Treasury Regulations promulgated thereunder, published administrative\npronouncements of the IRS and other applicable authorities federal income tax laws of the United States in effect as of the date of this\nannual report, as well as judicial interpretations thereof available on or before such date. All of the foregoing authorities are subject\nto change, which change could apply retroactively and could affect the tax considerations described below. There can be no assurance that\nthe IRS will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain,\na ruling with respect to the U.S. federal income tax consequences to a U.S. Holder of the ownership or disposition of Class A Ordinary\nShares.\n\n \n\n*General*\n\n \n\nFor purposes of this discussion,\na “U.S. Holder” is a beneficial owner of our Class A Ordinary Shares that is, for U.S. federal income tax purposes:\n\n \n\n \n●\nan individual who is a citizen or resident of the United States;\n\n \n \n \n\n \n●\na corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the law of the United States or any state thereof or the District of Columbia;\n\n \n \n \n\n \n●\nan estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or\n\n \n \n \n\n \n●\na trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the Code.\n\n \n\nIf a partnership (or other\nentity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our Class A Ordinary Shares, the tax treatment\nof a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships\nholding our Class A Ordinary Shares and their partners are urged to consult their tax advisors regarding an investment in our Class A\nOrdinary Shares.\n\n \n\nTHIS SUMMARY DOES NOT PURPORT\nTO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF ACQUIRING, OWNING AND DISPOSING\nOF CLASS A ORDINARY SHARES. HOLDERS OF CLASS A ORDINARY SHARES SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSIDERATIONS\nTO THEM OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF CLASS A ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL,\nSTATE, LOCAL, AND OTHER TAX LAWS.\n\n \n\n84\n\n \n\n*Dividends*\n\n \n\nSubject to the discussion\nbelow entitled “Passive Foreign Investment Company Rules,” any cash distributions paid on our Class A Ordinary Shares out\nof our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible\nin the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case\nof Class A Ordinary Shares. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles,\nany distribution we pay will generally be treated as a “dividend” for U.S. federal income tax purposes. Dividends received\non our Class A Ordinary Shares will not be eligible for the dividends received deduction generally allowed to corporations. A non-corporate\nU.S. Holder will be subject to tax at the lower capital gain tax rate applicable to “qualified dividend income,” provided\nthat certain conditions are satisfied, including that (1) our Class A Ordinary Shares on which the dividends are paid are readily tradeable\non an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty\nwith the United States that includes an exchange of information program, (2) we are neither a PFIC nor treated as such with respect to\nsuch a U.S. Holder for the taxable year in which the dividend was paid and the preceding taxable year, and (3) certain holding period\nrequirements are met. Under U.S. Internal Revenue Service authority, Class A Ordinary Shares are considered for purposes of clause (1)\nabove to be readily tradeable on an established securities market in the United States if they are listed on certain exchanges, which\npresently include the Nasdaq. Our Class A Ordinary Shares are listed on Nasdaq and are therefore considered readily tradeable on an established\nsecurities market in the United States. There can be no assurance, however, that our Class A Ordinary Shares will be considered readily\ntradeable on an established securities market in future years. You are urged to consult your tax advisors regarding the availability of\nthe lower rate for dividends paid with respect to our Class A Ordinary Shares.\n\n \n\nDividends paid on our Class\nA Ordinary Shares, if any, will generally be treated as income from foreign sources and will generally constitute passive category income\nfor U.S. foreign tax credit purposes. Depending on the U.S. Holder’s individual facts and circumstances, a U.S. Holder may be eligible,\nsubject to a number of complex limitations, to claim a foreign tax credit in respect of any nonrefundable foreign withholding taxes imposed\non dividends received on our Class A Ordinary Shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign taxes\nwithheld may be eligible instead to claim a deduction, for U.S. federal income tax purposes, in respect of such withholding, but only\nfor a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are\ncomplex and their outcome depends in large part on the U.S. Holder’s individual facts and circumstances. Accordingly, U.S. Holders\nare urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.\n\n \n\n*Sale or Other Disposition*\n\n \n\nSubject to the discussion\nbelow entitled “Passive Foreign Investment Company Rules,” a U.S. Holder will generally recognize capital gain or loss upon\nthe sale or other disposition of Class A Ordinary Shares in an amount equal to the difference between the amount realized upon the disposition\nand the U.S. Holder’s adjusted tax basis in such Class A Ordinary Shares. Any capital gain or loss will generally be long-term if\nthe Class A Ordinary Shares have been held for more than one year. Long-term capital gain of non-corporate U.S. Holders will generally\nbe eligible for a reduced rate of taxation. The deductibility of a capital loss is subject to limitations. U.S. Holders are urged to consult\ntheir tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our Class A Ordinary Shares, including\nthe availability of the foreign tax credit or deduction under their particular circumstances and the potential impact of the Treasury\nRegulations.\n\n \n\n*Passive Foreign Investment Company Rules*\n\n \n\nA non-U.S. corporation, such\nas our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its\ngross income for such year consists of certain types of “passive” income (as defined for U.S. federal income tax purposes),\nor the “income test”, or (ii) 50% or more of the value of its assets (generally determined on the basis of a quarterly average)\nduring such year is attributable to assets that produce or are held for the production of passive income, or the “asset test”.\nFor this purpose, cash and assets readily convertible into cash are categorized as passive assets and the Company’s goodwill and\nother unbooked intangibles are taken into account when determining the value of the Company’s assets. Passive income generally includes,\namong other things, dividends, interest, certain rents and royalties, and certain gains from commodities or securities transactions and\nthe excess of gains over losses from the disposition of certain assets which produce passive income. We will be treated as owning a proportionate\nshare of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly,\nat least 25% (by value) of the stock.\n\n \n\n85\n\n \n\nBased upon our current and\nprojected income and assets, we do not expect to be a PFIC for the current taxable year. While we do not expect to be or become a PFIC,\nno assurance can be given in this regard because the determination of whether we will be or become a PFIC for any taxable year is a fact-\nintensive determination made annually that depends, in part, upon the composition of our income and assets. In particular, increased volatility\nin the market price of our Class A Ordinary Shares may significantly increase our risk of becoming a PFIC. The market price of our Class\nA Ordinary Shares may continue to fluctuate widely, and consequently, we cannot assure you of our PFIC status for any taxable year. Fluctuations\nin the market prices of our Class A Ordinary Shares may cause us to be or become classified as a PFIC for the current or future taxable\nyears because the value of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may\nbe determined by reference to the market prices of our Class A Ordinary Shares from time to time (which may be volatile). If our market\ncapitalization subsequently declines, we may be or become classified as a PFIC for the current taxable year or future taxable years. Furthermore,\nthe composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets. Under circumstances where\nrevenues from activities that produce passive income significantly increase relative to our revenues from activities that produce non-passive\nincome, our risk of being or becoming classified as a PFIC may substantially increase. Because PFIC status is a factual determination\nmade annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year\nor any future taxable year. If we are a PFIC for any year during which you hold Class A Ordinary Shares, we will continue to be treated\nas a PFIC for all succeeding years during which you hold Class A Ordinary Shares.\n\n \n\nIf we are classified as a\nPFIC for any taxable year during which a U.S. Holder holds our Class A Ordinary Shares, and unless the U.S. Holder makes a mark-to-market\nelection (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make\nto the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder, other than the taxable year in\nwhich the U.S. Holder’s holding period Class A Ordinary Shares begins, that is greater than 125% of the average annual distributions\npaid in the three preceding taxable years or, if shorter, the portion of the U.S. Holder’s holding period for the Class A Ordinary\nShares that preceded the taxable year in which the U.S. Holder receives the distribution), and (ii) any gain realized on the sale or other\ndisposition of Class A Ordinary Shares. Under the PFIC rules:\n\n \n\n \n●\nthe excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the Class A Ordinary Shares;\n\n \n \n \n\n \n●\nthe amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC, or a pre-PFIC year, will be taxable as ordinary income;\n\n \n \n \n\n \n●\nthe amount allocated to each prior taxable year (or portion thereof), other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or corporations, as appropriate, for that year; and\n\n \n \n \n\n \n●\nan additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year (or portion thereof), other than a pre-PFIC year.\n\n \n\nAs an alternative to the\nforegoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock,\nwith respect to the first taxable year in which such U.S. Holder holds (or is deemed to hold) Class A Ordinary Shares and for which we\nare determined to be a PFIC, provided that such stock is regularly traded (generally, stock that is traded in other than de minimis quantities\non at least 15 days during each calendar quarter) on a qualified exchange or other market, as defined in applicable Treasury Regulations.\nOur Class A Ordinary Shares are listed on the Nasdaq, which is a qualified exchange for these purposes. We anticipate that our Class A\nOrdinary Shares should qualify as being regularly traded, but no assurances may be given in this regard and we cannot guarantee that our\nClass A Ordinary Shares will continue to be listed and regularly traded on the Nasdaq. If a U.S. Holder makes this election, the holder\nwill generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of\nClass A Ordinary 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 Shares\nwould 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 election\nin respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the holder will not be required\nto take into account the gain or loss described above during any period that such corporation is not classified as a PFIC. If a U.S. Holder\nmakes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of our Class A Ordinary Shares\nin a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only\nbe treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.\n\n \n\n86\n\n \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 different\nfrom (and generally less adverse than) the general tax treatment for PFICs described above. Therefore, U.S. Holders should assume that\na qualified electing fund election will not be available.\n\n \n\nIf a U.S. Holder owns our\nClass A Ordinary Shares during any taxable year that we are a PFIC, the holder must generally file an IRS Form 8621 annually. You should\nconsult your tax advisors regarding the U.S. federal income tax consequences of owning and disposing of our Class A Ordinary Shares if\nwe are or become a PFIC. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute\nof limitations with respect to U.S. federal income tax.\n\n \n\nThe determination of PFIC\nstatus is inherently factual, is subject to a number of uncertainties, and can be determined only annually at the close of the tax year\nin question. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject\nto differing interpretations. There can be no assurance that the Company will or will not be determined to be a PFIC for the current tax\nyear or any prior or future tax year, and no opinion of legal counsel or ruling from the IRS concerning the status of the Company as a\nPFIC has been obtained or will be requested. You are urged to consult your tax advisors regarding the application of the PFIC rules to\nyour investment in our Class A Ordinary Shares and the elections discussed above.\n\n \n\n*Information Reporting and Backup Withholding*\n\n \n\nDividend payments with respect\nto our Class A Ordinary Shares and proceeds from the sale, exchange or redemption of our Class A Ordinary Shares may be subject to information\nreporting to the IRS and possible U.S. backup withholding at a current rate of 24%. Backup withholding will not apply, however, to a U.S.\nHolder who furnishes a correct taxpayer identification number and makes any other required certification on IRS Form W-9 or who is otherwise\nexempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification\non IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and\nbackup withholding rules.\n\n \n\nBackup withholding is not\nan additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may\nobtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with\nthe IRS and furnishing any required information.\n\n \n\nUnder the Hiring Incentives\nto Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to “specified foreign financial\nassets” (which may include our Class A Ordinary Shares), subject to certain exceptions (including an exception for Class A Ordinary\nShares held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign\nFinancial Assets, with their tax return for each year in which they hold Class A Ordinary Shares. Failure to report such information could\nresult in substantial penalties. You should consult your own tax advisor regarding your obligation to file an IRS Form 8938.\n\n \n\n87\n\n \n\n**F.\nDividends and paying agents**\n\n \n\nNot\napplicable.\n\n \n\n**G.\nStatement by experts**\n\n \n\nNot\napplicable.\n\n \n\n**H.\nDocuments on display**\n\n \n\nWe\nare subject to the periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers.\nUnder the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually\na Form 20-F within four months after the end of each fiscal year. All information filed with the SEC can be obtained over the internet\nat the SEC’s website at www.sec.gov. As a foreign private issuer, (i) we are exempt from the rules under the Exchange Act prescribing\nthe furnishing and content of quarterly reports and proxy statements, (ii) our officers and directors are exempt from the short-swing\nrules contained in Section 16 of the Exchange Act, and (iii) our principal shareholders are exempt from the reporting and short-swing\nrules contained in Section 16 of the Exchange Act.\n\n \n\n**I.\nSubsidiary Information**\n\n \n\nNot\napplicable.\n\n \n\n**J.\nAnnual Report to Security Holders**\n\n \n\nNot\napplicable."}