Powell Max Ltd

Item 10. Additional Information.

We are a BVI business company and our affairs are governed by our sixth amended and restated memorandum and articles of association and the BVI Act. The following are summaries of material provisions of our memorandum and articles of association, as well as the BVI Act insofar as they relate to the material terms of our Ordinary Shares. The descriptions of our memorandum and articles of association are summaries and are qualified by reference to the memorandum and articles of association, which have been filed with the SEC as exhibits to this annual report. Our current sixth amended and restated memorandum and articles of association were adopted on April 13, 2026 and became effective on April 16, 2026.

General.

The issued shares of the Company are divided into three classes of ordinary shares, designated as: (i) Class A Ordinary Shares, (ii) Class B Ordinary Shares and (iii) Class C Ordinary Shares. Following the April 2026 share reorganization, the Company is authorized to issue up to 55,025,000 ordinary shares, each with a par value of US$0.008, comprising (i) 50,000,000 Class A Ordinary Shares, (ii) 25,000 Class B Ordinary Shares and (iii) 5,000,000 Class C Ordinary Shares. As of the date of this annual report, there were approximately 1,037,171 Class A Ordinary Shares issued and outstanding, no Class B Ordinary Shares issued and outstanding and approximately 678,162 Class C Ordinary Shares issued and outstanding, subject to fractional-share rounding. All issued ordinary shares are fully paid and non-assessable. Certificates evidencing the ordinary shares are issued in registered form. Shareholders who are non-residents of the BVI may freely hold their shares.

Except as described below with respect to voting and conversion rights, the Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares rank pari passu with one another and have the same rights, preferences, privileges and restrictions, including rights to dividends and other capital distributions.

Class A Ordinary Shares and Class B Ordinary Shares

Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class A Ordinary Share entitles its holder to one vote, and each Class B Ordinary Share entitles its holder to twenty votes. Holders of Class A Ordinary Shares and holders of Class B Ordinary Shares vote together as a single class on all matters that require shareholders’ approval.

Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. In addition, under the articles, transfers or changes in control involving holders of Class B Ordinary Shares may trigger automatic conversion of Class B Ordinary Shares into Class A Ordinary Shares.

Class C Ordinary Shares

Holders of Class C Ordinary Shares are entitled to receive notice of general meetings of shareholders but are not entitled to attend, speak or vote at such general meetings. Holders of Class C Ordinary Shares are entitled to vote only at separate meetings of the holders of Class C Ordinary Shares, at which each Class C Ordinary Share is entitled to one vote on matters submitted to a vote of that class.

Each Class C Ordinary Share is convertible, at the option of the holder, into such number of Class A Ordinary Shares as determined in accordance with the applicable conversion ratio, at any time upon delivery of a conversion notice in the form approved by our board of directors. Class A Ordinary Shares are not convertible into Class C Ordinary Shares. Conversion may be effected either by re-designation and re-classification of the relevant Class C Ordinary Share as a Class A Ordinary Share where the conversion is on a one-to-one basis, or, where the conversion is other than on a one-to-one basis, by repurchase of the relevant Class C Ordinary Shares and the allotment and issuance of the requisite number of Class A Ordinary Shares. Upon conversion, the Class A Ordinary Shares issued rank pari passu in all respects with the Class A Ordinary Shares then outstanding.

The articles also provide a beneficial ownership limitation for Class C conversions. The Company may not effect the conversion of any Class C Ordinary Shares held by a holder to the extent that, after giving effect to such conversion, such holder together with its attribution parties would beneficially own more than 4.99% of the Company’s outstanding Class A Ordinary Shares immediately after giving effect to such conversion, subject to the terms of the articles.

Distributions

The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors, subject to the BVI Act and our memorandum and articles of association.

Voting rights

Any action required or permitted to be taken by the shareholders must be effected at a duly called general meeting of the shareholders entitled to vote on such action or may be effected by a resolution in writing. At each general meeting, each shareholder who is present in person or by proxy, or, in the case of a shareholder being a corporation, by its duly authorized representative, will have one vote for each Class A Ordinary Share held by such shareholder and twenty votes for each Class B Ordinary Share held by such shareholder. Holders of Class C Ordinary Shares do not have voting rights at general meetings, except at separate meetings of the holders of Class C Ordinary Shares as described above.

Qualification of directors

There is currently no shareholding qualification for directors.

Meetings

We must provide not less than seven days’ notice of all meetings of shareholders to those persons whose names appear as shareholders in the register of members on the date the notice is given and who are entitled to vote at the meeting. Our board of directors must call a meeting of shareholders upon the written request of shareholders holding at least 30% of the voting rights. In addition, our board of directors may call a meeting of shareholders on its own motion. A meeting of shareholders held in contravention of the requirement to give notice is valid if shareholders holding at least 90% of the total voting rights on all matters to be considered at the meeting have waived notice of the meeting. For this purpose, the presence of a shareholder at the meeting constitutes waiver on his or her part.

At any meeting of shareholders, a quorum will be present if there are shareholders present in person or by proxy representing not less than 50% of the votes of ordinary shares entitled to vote on the resolutions to be considered at the meeting. Such quorum may be represented by only a single shareholder or proxy. If no quorum is present within two hours of the start time of the meeting, the meeting shall be dissolved if it was requested by shareholders. In any other case, the meeting shall be adjourned to the next business day at the same time and place or to such other time and place as the board of directors may determine, and if shareholders representing not 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 within one hour of the start time of the adjourned meeting, a quorum will be present. No business may be transacted at any general meeting unless a quorum is present at the commencement of business.

A corporation that is a shareholder is deemed for purposes of our memorandum and articles of association to be present in person if represented by its duly authorized representative. This duly authorized representative is entitled to exercise the same powers on behalf of the corporation which it represents as that corporation could exercise if it were our individual shareholder.

Protection of minority shareholders

There are no provisions in our articles of association specifically relating to rights of minority shareholders in relation to fraud or oppression. However, certain remedies are available to shareholders under BVI law. The BVI Act contains various mechanisms to protect minority shareholders, including restraining or compliance orders, derivative actions, unfair prejudice remedies and personal and representative actions. In addition, the BVI Act provides dissent rights in certain circumstances, including mergers, consolidations, certain dispositions of more than 50% of a company’s assets or business outside the ordinary course of business, certain redemptions and court-approved arrangements.

Pre-emptive rights

There are no pre-emptive rights applicable to the issue by us of new ordinary shares under either BVI law or our memorandum and articles of association.

Transfer of ordinary shares

Subject to the restrictions in our memorandum and articles of association and applicable securities laws, any of our shareholders may transfer all or any of his or her ordinary shares by written instrument of transfer signed by the transferor and containing the name and address of the transferee. Our board of directors may resolve to refuse or delay the registration of the transfer of any ordinary shares.

Liquidation

The BVI court has authority under the Insolvency Act of the BVI to order winding up in a number of specified circumstances, including where it is, in the opinion of the court, just and equitable to do so. A BVI 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 due and the value of its assets equals or exceeds its liabilities.

Calls on ordinary shares and forfeiture of ordinary shares

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least fourteen days prior to the specified time of payment. Ordinary shares that have been called upon and remain unpaid are subject to forfeiture. If issued shares have been fully paid in accordance with the terms of issuance and subscription, the board of directors does not have the right to make calls on such fully paid shares and such fully paid shares are not subject to forfeiture.

Purchase or redemption of ordinary shares

Subject to the provisions of the BVI Act, our board of directors may purchase, redeem or otherwise acquire and hold our own shares on such terms and in such manner as may be determined by our memorandum and articles of association and subject to any applicable requirements imposed from time to time by the BVI Act, the SEC, Nasdaq or any recognized stock exchange on which our securities are listed.

Modification of rights

All or any of the special rights attached to any class of shares may, subject to the provisions of the BVI Act, be amended only pursuant to 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 of the votes cast at a separate meeting of the holders of the shares of that class. For every such separate general meeting, all the provisions of the articles relating to general meetings of shareholders apply, mutatis mutandis, subject to class-specific quorum and voting requirements set forth in the articles.

Changes in the number of shares we are authorized to issue and those in issue

We may from time to time by a resolution of shareholders or resolution of our board of directors:

Untraceable shareholders

Our memorandum and articles of association contain no provision entitling us to sell the shares of a shareholder who is untraceable.

Inspection of books and records

Members of the general public, on payment of a nominal fee, can inspect the public records of a company available at the office of the BVI Registrar of Corporate Affairs, which include, among other things, the company’s certificate of incorporation, its memorandum and articles of association, with any amendments, and the records of license fees paid to date.

A director of a BVI company may, on giving reasonable notice, inspect and make copies of the documents and records of a BVI company without charge and at a reasonable time specified by the director.

A member of a BVI company may, on giving written notice to the company, inspect the company’s memorandum and articles of association, the register of members, the register of directors and the minutes of meetings and resolutions of members and of those classes of members of which he or she is a member. Subject to any provision to the contrary in the company’s memorandum and articles of association, the directors may, if satisfied that it would be contrary to the company’s interests to allow a member to inspect any document, or part of a document, refuse to permit the member to inspect the document or limit the inspection of the document. Where a company fails or refuses to permit a member to inspect a document or permits inspection subject to limitations, that member may apply to the BVI court for an order that inspection be permitted or permitted without limitation.

A company must keep minutes of all meetings of directors, members, committees of directors and committees of members and copies of all resolutions consented to by directors, members, committees of directors and committees of members. The books, records and minutes required by the BVI Act must be kept at the office of the BVI registered agent of the company or at such other place as the directors determine.

Rights of non-resident or foreign shareholders

There are no limitations imposed by our memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Issuance of additional ordinary shares

Our memorandum and articles of association authorize our board of directors to issue additional ordinary shares from authorized but unissued shares, to the extent available, from time to time as our board of directors determines.

Certain BVI Company Considerations

Differences in Corporate Law

The BVI Act and the laws of the BVI affecting BVI companies such as us and our shareholders differ from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the laws of the BVI applicable to us and, for illustrative purposes only, the Delaware General Corporation Law, or the DGCL, which applies to companies incorporated in the State of Delaware and their shareholders.

Mergers and similar arrangements

Under the BVI Act, two or more BVI companies may merge or consolidate in accordance with the statutory provisions. A merger means the merging of two or more constituent companies into one of the constituent companies, and a consolidation means the uniting of two or more constituent companies into a new company. In order to merge or consolidate, the directors of each constituent BVI company must approve a written plan of merger or consolidation, which must then be authorized by a resolution of shareholders. One or more BVI companies may also merge or consolidate with one or more companies incorporated under the laws of jurisdictions outside the BVI, if the merger or consolidation is permitted by the laws of the jurisdictions in which the companies incorporated outside the BVI are incorporated. In respect of such a merger or consolidation, a BVI company is required to comply with the provisions of the BVI Act and a company incorporated outside the BVI is required to comply with the laws of its jurisdiction of incorporation.

Shareholders of BVI companies not otherwise entitled to vote on the merger or consolidation may still acquire the right to vote if the plan of merger or consolidation contains any provision which, if proposed as an amendment to the memorandum or articles of association, would entitle them 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 or consolidation irrespective of whether they are entitled to vote at the meeting or consent to the written resolution approving the plan of merger or consolidation.

Under Delaware law, each corporation’s board of directors must approve a merger agreement. The merger agreement must then be approved by the majority vote of the outstanding stock entitled to vote, unless otherwise provided by law or the certificate of incorporation. Delaware law also provides appraisal rights in certain merger transactions, subject to the requirements of the DGCL.

Shareholders’ suits

The BVI Act provides for remedies that may be available to shareholders. Where a BVI company or any of its directors engages in, or proposes to engage in, conduct that contravenes the BVI Act or the company’s memorandum and articles of association, the BVI courts may issue restraining or compliance orders. Shareholders may also bring derivative, personal and representative actions in certain circumstances. In addition, where a 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 to be oppressive, unfairly discriminatory or unfairly prejudicial to him or her, that shareholder may apply to the court for relief.

Any shareholder of a company may also apply to the court for the appointment of a liquidator of the company, and the court may appoint a liquidator if it is of the opinion that it is just and equitable to do so. The BVI Act further provides that a shareholder of a company is entitled to payment of the fair value of his or her shares upon dissenting from certain specified transactions, including mergers, consolidations, certain dispositions of more than 50% in value of the assets or business of the company outside the ordinary course of business, certain redemptions and court-approved arrangements.

Indemnification of directors and executive officers and limitation of liability

BVI law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of directors, officers and other persons, except to the extent any such provision may be held by the BVI court to be contrary to public policy, such as where it purports to indemnify against the consequences of committing a crime. Under BVI law, indemnification is generally permitted where the indemnified person acted honestly and in good faith and, in what that person believed to be, in the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his or her conduct was unlawful. This standard of conduct is generally the same as permitted under the DGCL for a Delaware corporation.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Directors’ fiduciary duties

Under BVI law, every director of a BVI company, in exercising his or her powers or performing his or her duties, must act honestly and in good faith and in what the director believes to be in the best interests of the company. In addition, the director must exercise the care, diligence and skill that a reasonable director would exercise in the same circumstances, taking into account the nature of the company, the nature of the decision and the position of the director and his or her responsibilities. A director must also exercise his or her powers for a proper purpose and must not act, or agree to the company acting, in a manner that contravenes BVI law or the company’s memorandum or articles of association.

Under Delaware corporate law, a director of a Delaware corporation has fiduciary duties to the corporation and its shareholders, including the 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 prudent person would exercise under similar circumstances. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation and not use his or her corporate position for personal gain or advantage. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation.

Shareholder action by written consent

Our memorandum and articles of association provide that shareholders may approve corporate matters by way of a resolution approved at a duly constituted meeting of shareholders by the affirmative vote of a simple majority of the votes of those shareholders entitled to vote and voting on the resolution, or by a resolution consented to in writing by all of the shareholders entitled to vote thereon.

Under the DGCL, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation.

Shareholder proposals

BVI law and our memorandum and articles of association provide that our directors shall call a meeting of shareholders if requested in writing to do so by shareholders entitled to exercise at least 30% of the voting rights in respect of the matter for which the meeting is requested.

Under the DGCL, a shareholder has the right to put proposals before an annual meeting of shareholders, subject to the notice provisions in the governing documents and applicable law. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

Cumulative voting

There are no prohibitions on cumulative voting under the laws of the BVI, but our memorandum and articles of association do not provide for cumulative voting. Under the DGCL, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. As a result, our shareholders are not afforded any fewer protections or rights on this issue than shareholders of a Delaware corporation.

Removal of directors

Our articles of association provide that a director may be removed from office by a resolution of shareholders or by a resolution of directors. A resolution for the removal of a director may only be passed at a meeting called for the purpose of removing the director or for purposes including the removal of the director.

Under the DGCL, a director of a corporation with a classified board may generally be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.

Transactions with interested shareholders

The DGCL contains a business combination statute applicable to Delaware public corporations that restricts certain business combinations with an interested shareholder for three years following the date such person becomes an interested shareholder, unless specified conditions are met. BVI law has no comparable provision. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. Although BVI law does not regulate transactions between a company and its significant shareholders in the same manner, it does provide that transactions entered into by the company must be entered into bona fide in the best interests of the company and not with the effect of oppressing or constituting a fraud on minority shareholders.

Dissolution and winding up

As permitted by BVI law and our memorandum and articles of association, we may be voluntarily liquidated under Part XII of the BVI Act by resolution of directors and resolution of shareholders if we have no liabilities or if we are able to pay our debts as they fall due and the value of our assets equals or exceeds our liabilities. Under the DGCL, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares, unless the certificate of incorporation provides otherwise.

Variation of rights of shares

Under our memorandum and articles of association, if at any time our shares are divided into different classes of shares, the rights attached to any class may only be varied pursuant to the 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 of the votes cast at a separate meeting of the holders of the shares of that class. This is relevant to our current capital structure, which includes Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares. Our current authorized capital, as reflected in the filed materials reviewed in connection with this annual report, consists of 500,000,000 Class A Ordinary Shares, 250,000 Class B Ordinary Shares and 50,000,000 Class C Ordinary Shares, each with a par value of US$0.008.

To every such separate general meeting, all the provisions of the articles relating to general meetings of shareholders apply, mutatis mutandis, but so that:

Amendment of governing documents

As permitted by BVI law, our memorandum and articles of association may be amended by a resolution of shareholders and, subject to certain exceptions, by a resolution of directors. Any amendment is effective from the date it is registered with the Registry of Corporate Affairs in the BVI. Under the DGCL, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.

We have not entered into any material contracts other than in the ordinary course of our business and other than those described under*“Item 4. Information on the Company – A. History and Development of the Company,” “Item 7. Major Shareholders and Related Party Transactions”* or elsewhere in this annual report.

There are currently no exchange control regulations in the Cayman Islands applicable to us or our shareholders.

The following is a discussion on BVI and Hong Kong income tax consequences of an investment in the Class A Ordinary Shares. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under the BVI and Hong Kong laws.

BVI Taxation

No tax is imposed in Hong Kong in respect of capital gains from the sale of property, such as our Class A Ordinary Shares. Generally, gains arising from the disposal of Class A Ordinary Shares that are held for investment purposes are considered capital in nature. However, trading gains from the sale of property by persons carrying on a trade, profession or business in Hong Kong, where such gains are derived from or arise in Hong Kong from such trade, profession or business, will be chargeable to Hong Kong profits tax. Liability for Hong Kong profits tax may therefore arise in respect of trading gains from the sale of Class A Ordinary Shares realized by persons in the course of carrying on a business of trading or dealing in securities in Hong Kong where the purchase or sale contracts are effected in Hong Kong. Effective from April 1, 2018, profits tax is levied on a two-tiered basis, with the first HK$2 million of profits taxed at 8.25% for corporations and 7.5% for unincorporated businesses, and profits exceeding the first HK$2 million taxed at 16.5% for corporations and 15.0% for unincorporated businesses.

Hong Kong does not impose withholding tax on gains derived from the sale of stock in Hong Kong companies and does not impose withholding tax on dividends paid outside Hong Kong by Hong Kong companies. Accordingly, investors will not be subject to Hong Kong withholding tax with respect to a disposition of their Class A Ordinary Shares or with respect to the receipt of dividends on their Class A Ordinary Shares, if any. No income tax treaty relevant to the acquisition, holding or disposition of our Class A Ordinary Shares exists between Hong Kong and the United States.

Hong Kong Profits Taxation

No tax is imposed in Hong Kong in respect of capital gains from the sale of property, such as our Class A Ordinary Shares. Generally, gains arising from disposal of the Class A Ordinary Shares which are held more than two years are considered capital in nature. However, trading gains from the sale of property by persons carrying on a trade, profession or business in Hong Kong where such gains are derived from or arise in Hong Kong from such trade, profession or business will be chargeable to Hong Kong profit tax. Liability for Hong Kong profits tax would therefore arise in respect of trading gains from the sale of Class A Ordinary Shares realized by persons in the course of carrying on a business of trading or dealing in securities in Hong Kong where the purchase or sale contracts are effected (being negotiated, concluded and/or executed) in Hong Kong. Effective from April 1, 2018, profits tax is levied on a two-tiered profits tax rate basis, with the first HK$2 million of profits being taxed at 8.25% for corporations and 7.5% for unincorporated businesses, and profits exceeding the first HK$2 million being taxed at 16.5% for corporations and 15% for unincorporated businesses.

In addition, Hong Kong does not impose withholding tax on gains derived from the sale of stock in Hong Kong companies and does not impose withholding tax on dividends paid outside of Hong Kong by Hong Kong companies. Accordingly, investors will not be subject to Hong Kong withholding tax with respect to a disposition of their Class A Ordinary Shares or with respect to the receipt of dividends on their Class A Ordinary Shares, if any. No income tax treaty relevant to the acquiring, withholding or dealing in the Class A Ordinary Shares exists between Hong Kong and the United States.

Material U.S. Federal Income Tax Considerations for U.S. Holders

The following discussion describes the material U.S. federal income tax consequences relating to the ownership and disposition of our Class A Ordinary Shares by U.S. Holders, as defined below. This discussion applies to U.S. Holders that purchase our Class A Ordinary Shares and hold such Class A Ordinary Shares as capital assets. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, U.S. Treasury regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law. Persons considering an investment in our Class A Ordinary Shares should consult their own tax advisors as to the particular tax consequences applicable to them relating to the purchase, ownership and disposition of our Class A Ordinary Shares, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.

As used in this discussion, the term “U.S. Holder” means a beneficial owner of our Class A Ordinary Shares who is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States, (ii) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source, or (iv) a trust meeting specified U.S. federal income tax requirements. If an entity treated as a partnership for U.S. federal income tax purposes holds our Class A Ordinary Shares, the U.S. federal income tax consequences relating to an investment in such shares will depend in part upon the status and activities of such entity and the particular partner. Any such entity should consult its own tax advisor regarding the U.S. federal income tax consequences applicable to it and its partners.

Passive Foreign Investment Company (“PFIC”) Consequences

In general, a corporation organized outside the United States will be treated as a PFIC for any taxable year in which either (i) at least 75% of its gross income is passive income, or (ii) on average at least 50% of its assets, determined on a quarterly basis, are assets that produce passive income or are held for the production of passive income. Although PFIC status is determined annually and generally cannot be determined until the end of a taxable year, based on the nature of our current and expected income and the current and expected value and composition of our assets, we do not presently expect to be a PFIC for our current taxable year or the foreseeable future. However, there can be no assurance in this regard because the determination of whether we are or will become a PFIC is a fact-intensive inquiry made on an annual basis. Prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the impact of PFIC status on the purchase, ownership and disposition of our Class A Ordinary Shares.

Distributions

Subject to the discussion above under “PFIC Consequences,” a U.S. Holder that receives a distribution with respect to our Class A Ordinary Shares generally will be required to include the gross amount of such distribution in gross income as a dividend when actually or constructively received to the extent of the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent a distribution received by a U.S. Holder is not a dividend because it exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital and reduce, but not below zero, the adjusted tax basis of the U.S. Holder’s Class A Ordinary Shares. To the extent the distribution exceeds such adjusted tax basis, the remainder will be taxed as capital gain. Because we may not account for our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect all distributions to be reported to them as dividends.

Sale, Exchange or Other Disposition of Our Class A Ordinary Shares

Subject to the discussion above under “PFIC Consequences,” a U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of our Class A Ordinary Shares in an amount equal to the difference, if any, between the amount realized and such U.S. Holder’s adjusted tax basis in the Class A Ordinary Shares. Such capital gain or loss generally will be long-term capital gain or loss if, on the date of sale, exchange or other disposition, the Class A Ordinary Shares were held by the U.S. Holder for more than one year. The deductibility of capital losses is subject to limitations.*** ***

Medicare Tax

Certain U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% tax on all or a portion of their net investment income, which may include dividend income and net gains from the disposition of our Class A Ordinary Shares. Such holders are encouraged to consult their tax advisors regarding the applicability of this Medicare tax.*** ***

Information Reporting and Backup Withholding

U.S. Holders may be required to file certain U.S. information reporting returns with the IRS with respect to an investment in our Class A Ordinary Shares, including IRS Form 8938 in certain circumstances. As described above under “PFIC Consequences,” each U.S. Holder who is a shareholder of a PFIC must file an annual report containing certain information. U.S. Holders paying more than US$100,000 for our Class A Ordinary Shares may also be required to file IRS Form 926. Dividends on and proceeds from the sale or other disposition of our Class A Ordinary Shares may be reported to the IRS unless the U.S. Holder establishes a basis for exemption. Backup withholding may apply to amounts subject to reporting if the holder fails to provide an accurate taxpayer identification number or otherwise establish a basis for exemption, or is described in certain other categories of persons. Backup withholding is not an additional tax, and any amounts withheld generally may be credited against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished on a timely basis. U.S. Holders should consult their own tax advisors regarding backup withholding and information reporting rules.

We previously filed a registration statement on Form F-1 (Registration No. 333-279859) with the SEC to register the issuance and sale of our Class A Ordinary Shares in our initial public offering. We also previously filed a registration statement on Form F-1 (Registration No. 333-283547) with the SEC to register the resale of shares issued under the standby equity purchase agreement. In addition, on March 3, 2026, we filed a registration statement on Form F-3 to register the resale of Class A Ordinary Shares issuable upon the conversion or exercise of securities issued in the January 2026 private placement, and the SEC declared that registration statement effective on March 5, 2026.

We are subject to the periodic reporting and other informational requirements of the Exchange Act applicable to foreign private issuers and are required to file reports and other information with the SEC. Specifically, we are required to file annually an annual report on 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 at the SEC’s website. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

For a listing of our subsidiaries, see “Item 4. Information on the Company - C. Organizational Structure.”

Subsequent to December 31, 2025, the Company underwent a series of significant capital structure, governance and strategic developments.

During late 2025 and early 2026, the Company experienced changes in its board of directors and senior management, including changes in its chief executive officer, chief financial officer and independent directors, as part of its post-year-end governance transition and Nasdaq compliance efforts.

On January 30, 2026, the Company completed a private placement of units for aggregate gross proceeds of approximately US$17.0 million. Each unit consisted of one Class C Ordinary Share and one common warrant exercisable for Class A Ordinary Shares. In connection with the transaction, the Company issued 6,827,308 Class C Ordinary Shares to investors and 750,000 Class C Ordinary Shares as advisory consideration, together with related common warrants, placement agent warrants and registration rights.

The Company used a substantial portion of the proceeds to repurchase 1,449,732 Class A Ordinary Shares from Bliss On Limited for approximately US$9.4 million. This transaction materially changed the Company’s post-year-end ownership, voting profile, capital structure and potential future dilution profile.

As of March 3, 2026, following the January 2026 financing and related transactions, the Company had 1,200,179 Class A Ordinary Shares outstanding, no Class B Ordinary Shares outstanding and 7,577,308 Class C Ordinary Shares outstanding. The Company also filed a registration statement on Form F-3, which became effective in March 2026, registering for resale a substantial number of Class A Ordinary Shares issuable upon conversion of Class C Ordinary Shares and exercise of warrants.

During March and April 2026, the Company completed a number of equity-related transactions involving the issuance of Class A Ordinary Shares upon the exercise of common warrants, the conversion of Class C Ordinary Shares into Class A Ordinary Shares, and the cancellation of certain Class A Ordinary Shares. As a result of these transactions, and immediately prior to the share reorganization described below, the Company had 10,371,518 Class A Ordinary Shares, no Class B Ordinary Shares and 6,781,611 Class C Ordinary Shares issued and outstanding.

On March 19, 2026, the Company entered into a non-binding letter of intent to acquire 100% of the outstanding equity interests of The Boston Solar Company. The proposed transaction contemplates total consideration of up to US$9.0 million, the assumption of up to US$7.0 million of existing indebtedness and a potential additional working capital facility of up to US$20.0 million, subject to financing, diligence, negotiation and execution of definitive agreements and other customary conditions. There can be no assurance that the transaction will be completed.

On April 15, 2026, the Company announced that it would implement a 1-for-10 reverse stock split of its Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, effective April 17, 2026, together with a broader share reorganization and adoption of the Sixth Amended and Restated Memorandum and Articles of Association. Following the share reorganization, the Company disclosed post-reorganization issued and outstanding counts of 1,037,171 Class A Ordinary Shares, no Class B Ordinary Shares and 678,162 Class C Ordinary Shares.