Energys Group Ltd

Item 10. Additional Information

Share Capital

We are an exempted company incorporated with limited liability in the Cayman Islands and our affairs will be governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands.

As of the date of this Annual Report, our authorized share capital is US$30,300 divided into 300,000,000 Ordinary Shares, par value US$0.0001 each, and 3,000,000 Preferred Shares, par value US$0.0001 each.

Ordinary Shares

General. As of the date of this Annual Report, we have outstanding an aggregate of 14,287,860 Ordinary Shares, 4,637,860 of which have been registered under the Securities Act and are, therefore, free-trading securities and 9,650,000 of which are “restricted securities.”

All of our outstanding Ordinary Shares are fully paid and non-assessable. Any certificates representing Ordinary Shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Ordinary Shares.

Dividends. The holders of our Ordinary Shares are entitled to such dividends as may be declared by our shareholders or our Board of Directors subject to the Companies Act and to our Amended and Restated Memorandum and Articles of Association.

***Voting Rights.***Currently, each Ordinary Share is entitled to one vote on all matters upon which the Ordinary Shares are entitled to vote. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one shareholder present in person or by proxy.

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes attached to the Ordinary Shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of votes cast attached to the Ordinary Shares. A special resolution will be required for important matters such as a change of name or making changes to our Articles of Association.

***Transfer of Ordinary Shares.***Subject to the restrictions contained in our Amended and Restated Memorandum and Articles of Association, as applicable, holders of our restricted Ordinary Shares may transfer all or any of his or her restricted Ordinary Shares by an instrument of transfer in the usual or common form or any other form approved by our Board of Directors.

Our Board of Directors may, in its absolute discretion, decline to register any transfer of any restricted Ordinary Share. Our Board of Directors may also decline to register any transfer of any restricted Ordinary Share unless:

If our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

***Liquidation.*On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of Ordinary Shares), assets available for distribution among the holders of Ordinary Shares shall be distributed among the holders of the Ordinary Shares on apro ratabasis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

***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. The Ordinary Shares that have been called upon and remain unpaid are subject to forfeiture.

***Redemption of Ordinary Shares.***Subject to the provisions of the Companies Act and other applicable law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner, including out of capital, as may be determined by the Board of Directors.

***Variations of Rights of Shares.*If, at any time, our share capital is divided into different classes of shares, all or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Act, be varied with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. Consequently, the rights of any class of shares cannot be detrimentally altered without a majority of two-thirds of the vote of all of the shares in that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares rankingpari passuwith such existing class of shares.

***Inspection of Books and Records.***Holders of our Ordinary Shares will have no general right under Cayman Islands law to inspect or obtain copies of our register of members or our corporate records. However, our Amended and Restated Articles of Association provide our shareholders with the right to inspect our list of shareholders and to receive annual audited financial statements.

***Changes in Capital.***We may from time to time by ordinary resolution:

We may by special resolution reduce our share capital or any capital redemption reserve in any manner permitted by law.

Preferred Shares

***General.***All of our outstanding Preferred Shares are fully paid and non-assessable. Certificates representing the Preferred Shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Preferred Shares.

Dividends. The holders of Preferred Shares are entitled to receive non-cumulative dividends at the rate of $0.20 per share per annum (i.e., 8%) out of funds legally available therefor, when and as declared by the Board of Directors. Dividends on the Preferred Shares are payable in preference and priority to any payment of a cash dividend on Ordinary Shares or any other shares of capital stock of the Company other than the Preferred Shares or other class or series of stock ranking on a par with, or senior to the Preferred Shares in respect of dividends.

Voting Rights. Holders of Preferred Shares are entitled to vote together with the holders of Ordinary Shares as a single class at each meeting of shareholders of the Company (and written actions of shareholders in lieu of meetings) with respect to any and all matters presented to the shareholders of the Company for their action or consideration. Each outstanding Preferred Share is entitled to the number of votes equal to the number of whole Ordinary Shares into which the Preferred Share is convertible (as adjusted from time to time pursuant to the anti-dilution provisions described below).

Optional Conversion. The Preferred Shares may be converted into Ordinary Shares of the Company, at the option of the holder, at any time or from time to time. The Preferred Shares are convertible on the basis of one Ordinary Share for each Preferred Share being converted, subject to adjustment pursuant to the anti-dilution provisions applicable to the Preferred Shares. Any Ordinary Shares issued upon conversion of Preferred Shares (“Conversion Shares”) will constitute “restricted securities” and may be sold only pursuant to an effective registration statement or in accordance with Rule 144 or Regulation S under the Securities Act.

Anti-Dilution Provisions. The conversion price of the Preferred Shares (initially US$2.50) will be subject to adjustment, on a weighted average basis, to prevent dilution in the event that the Company sells or grants any option to purchase or sells or grants any right to reprice its securities, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition) any Ordinary Shares or ordinary share equivalents entitling any person to acquire Ordinary Shares at an effective price per share that is lower than the then applicable conversion price of the Preferred Shares. No adjustment will apply upon the issuance of (i) Ordinary Shares issued under any Equity Incentive Plan of the Company; (ii) Ordinary Shares or options to employees, officers, agents, consultants or directors of the Company pursuant to any restricted shares award plan or shares option plan duly adopted by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose; and (iii) securities upon the conversion of Preferred Shares.

Redemption. The Preferred Shares are redeemable in the sole and absolute discretion of the Company at any time, in whole or in part, at a redemption price equal to the issue price of the shares plus declared and unpaid dividends.

Registration Rights.

Demand Registration Right. If, at any time during the period commencing upon the earlier of the closing of our Initial Public Offering and that date that is three years after the first purchase of Preferred Shares (but not within 6 months of the effective date of a registration of the Company’s securities), one or more holders owning in the aggregate at least 50% of the Conversion Shares make a written request to the Company for registration, under and in accordance with the provisions of the Securities Act, of Conversion Shares constituting at least 10% of the Conversion Shares then outstanding (a “Demand Registration”), the Company must use its best efforts to cause such shares to be so registered. If, however, the Company furnishes to the holder or holders requesting a Demand Registration a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, a material acquisition or disposition by the Company is being negotiated or has been publicly announced or that such registration would have a material detrimental effect on the Company, the Company will have the right to defer the filing of the requested registration statement for a period of not more than 120 days after receipt of the request for such registration; provided, however, that the Company may not exercise its right to delay a Demand Registration request more than one time in any 12 month period. The Company will not be obligated to effect more than one Demand Registration.

Piggyback Registration Right. If the Company at any time or from time to time proposes to register any securities under the Securities Act either for its own account or the account of any selling security holders (other than pursuant to a Demand Registration request, a merger or acquisition, issuance of shares under an employee benefits package, a registration solely under Rule 145 of the Securities Act or a registration on any form that does not permit secondary sales), the holders of Conversion Shares shall be entitled to “piggyback” registration rights, subject to the right of the Company and its underwriters, in view of market conditions, to reduce the number of Conversion Shares proposed to be registered.

Liquidation, Dissolution or Winding-Up. In the event of any liquidation, dissolution or winding up of the Company, the holders of Preferred Shares will be entitled to receive in preference to the holders of Ordinary Shares an amount equal to the original purchase price of their Preferred Shares plus any declared but unpaid dividends on the Preferred Shares, and then to share ratably with the holders of the Ordinary Shares in any remaining assets on an as-converted basis. A consolidation or merger of the Company in which the Company does not survive or a sale of all or substantially all of its assets will be deemed to be a liquidation, dissolution or winding up for purposes of the liquidation preference.

Protective Provisions. Consent of the holders of at least a majority of the outstanding Preferred Shares voting separately as a single class will be required for the Company to: (i) alter or change the rights, preferences or privileges of the Preferred Shares materially and adversely; (ii) create any new class of shares having preference over or being on a parity with the Preferred Shares; (iii) take any action that involves the sale by the Company of a substantial portion of its assets; or (iv) agree to the merger of the Company with another entity.

Sinking Fund. There shall be no sinking fund for the payment of dividends or liquidation preferences on the Preferred Shares.

Amended and Restated Memorandum and Articles of Association

We are registered in the Cayman Islands and have been assigned company number 392538 in the register of companies. Our registered office is Quality Corporate Services Ltd., P.O. Box 712, Suite 102, Cannon Place, North Sound Road, George Town, Grand Cayman KY1-9006, Cayman Islands. As a Cayman Islands exempted company, we are (subject to certain qualifications), among other things, prohibited from trading in the Cayman Islands with any person, firm or corporation except in furtherance of our business carried on outside the Cayman Islands. We do not believe that the restrictions on exempted companies materially affect our operations.

Objects of the Company

Under our Amended and Restated Memorandum and Articles of Association, the objects of our Company are unrestricted and we and are capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit.

Powers of Directors

Paragraph 100 of our Amended and Restated Articles of Association (our “Articles”) provides that a director who is in any way, whether directly or indirectly, interested in a contract or arrangement or a proposed contract or arrangement with the Company shall declare the nature of his interest at a meeting of the directors or by general notice to the directors. The director may vote in respect of the contract or arrangement notwithstanding his interest therein and his vote shall be counted, and he may be counted in the quorum at any meeting at which the contract or arrangement is considered. Paragraph 94 of the Articles allows the directors to vote compensation to themselves in respect of services rendered to the Company. Paragraph 108 of the Articles provides that the directors may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. There is no provision in the Articles for the mandatory retirement of directors. Paragraph 86 of the Articles provides that directors are not required to own shares of the Company in order to serve as directors.

Our Shares

Our authorized share capital is US$30,300 divided into 300,000,000 Ordinary Shares, par value US$0.0001 each, and 3,000,000 Preferred Shares, par value US$0.0001 each. Holders of our Ordinary Shares are entitled to one vote for each whole share on all matters to be voted upon by shareholders, including the election of directors. Holders of our Ordinary Shares do not have cumulative voting rights in the election of directors. All of our fully paid Ordinary Shares are equal to each other with respect to dividend rights. Holders of our Ordinary Shares are entitled to receive dividends if and when declared by our Board of Directors out of funds legally available therefor under Cayman Islands law. In the event of our liquidation, the liquidator will, after having discharged the debts, if any, of the Company, divide among the shareholders on apari passu basis, in specie or in kind, the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid. Holders of our Ordinary Shares have no pre-emptive rights to purchase any additional unissued Ordinary Shares.

Paragraph 12 of the Articles empowers our Board of Directors to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of preferred shares (including without limitation the Series A Convertible Preferred Stock) and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by the Companies Act. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series.

Amendment

Paragraph 166 of our Articles provides that our Amended and Restated Memorandum and Articles of Association may be amended by a special resolution of members. A special resolution requires passage by a majority of not less than two-thirds of the shareholders entitled to vote on the matter, in person or, where proxies are allowed, by proxy at a general meeting of the Company or in writing by all of the shareholders entitled to vote.

General Meetings

Provisions in respect of the holding of annual general meetings and extraordinary general meetings are set out in Paragraphs 55 through 58 of the Articles and under the Companies Act of the Cayman Islands. The directors may convene meetings of the shareholders at such times and in such manner and places as the directors consider necessary or desirable, provided that an annual general meeting of the Company shall be held in each year other than the year in which our Articles were adopted. Only a majority of the Board of Directors or the Chairman of the Board may call extraordinary general meetings, which extraordinary general meetings shall be held at such times and locations (as permitted hereby) as such person or persons shall determine.

Advance notice of at least ten clear days is required for the convening of our annual general shareholders’ meeting and any extraordinary general meeting of our shareholders, but a general meeting may be called by shorter notice, subject to the Companies Act, if it is so agreed in the case of an annual general meeting, by all the Members entitled to attend and vote thereat and in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the issued shares giving that right.

A quorum required for a meeting of shareholders consists of at least two shareholders present or by proxy, representing not less than one-third in nominal value of the total issued voting shares in our Company.

Limitations on Right to Own Shares

Cayman Islands law and our Amended and Restated Memorandum and Articles of Association impose no limitations on the right of non-resident or foreign owners to hold or vote our securities. There are no provisions in the Amended and Restated Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.

Anti-Takeover Provisions

Some provisions of our Articles may discourage, delay or prevent a change of control of our Company or management that shareholders may consider favorable, including provisions that:

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our Amended and Restated Memorandum and Articles of Association for a proper purpose and for what they believe in good faith to be in the best interests of our Company.

Issuance of Additional Shares

Paragraph 12 of our Articles authorize our Board of Directors to issue the unissued shares of the Company to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount.

Paragraph 12 of our Articles also authorizes our Board of Directors to establish from time to time one or more series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by the Companies Act.

Our Board of Directors may issue preferred shares without action by our shareholders to the extent there are authorized but unissued shares available. Issuance of additional shares may dilute the voting power of holders of our Ordinary Shares. However, no shares may be issued in excess of the authorized share capital specified in our Amended and Restated Memorandum of Association and to the extent the rights attached to any class may be varied, the Company must comply with the provisions in our Articles relating to variations in rights of shares.

A copy of our Amended and Restated Memorandum and Articles of Association was filed as Exhibit 3.2 to Amendment 9 to our Registration Statement on Form F-1 filed with the SEC on September 6, 2024.

Material Contracts

Our material contracts, other than those entered into in the ordinary course of business and those summarized beloware described in Item 4, Item 6 and Item 7 or elsewhere in this Annual Report.

On April 8, 2025, the Company signed a memorandum of understanding and intended to acquire 49 shares of a company. A refundable deposit in the amount of GBP3,977,212 (US$5,457,206) was paid. As of the date of this Annual Report, the Company is in the process of finalizing the transaction with the transferor and it is expected that the transaction will be completed before December 31, 2025.

Dividends and Dividend Policy

No dividends were paid by us or our Operating Subsidiaries for the fiscal years ended June 30, 2023, 2024 and 2025. Any future dividend payments should not be considered as a guarantee or indication that those companies will declare and pay dividends in such manner in the future or at all. Further, as of the date of this Annual Report, our Board of Directors does not intend to pay any dividends on our Ordinary Shares or on our Preferred Shares for the foreseeable future. Our Preferred Shares carry a right to receive non-cumulative dividends at the rate of $0.20 per share per annum (i.e., 8%) out of funds legally available therefor, but only when and as declared by the Board of Directors. We anticipate that all of our net earnings, if any, will be used for the operation and growth of our Operating Subsidiaries’ businesses.

We have adopted a dividend policy, according to which our Board shall take into account, among other things, the following factors when deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow situation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim dividend paid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions; (j) any restrictions on payment of dividends; and (k) any other factors that our Board may consider relevant. The payment of dividends, in certain circumstances is also subject to the approval of our shareholders, the Companies Act and our Articles of Association as well as any other applicable laws. Currently, we do not have any predetermined dividend distribution ratio.

Even if our Board of Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board of Directors may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Ordinary Shares.

As a holding company, we may rely on dividends and other distributions on equity paid by our Operating Subsidiaries for our cash and financing requirements. We are permitted under the laws of the Cayman Islands and our Memorandum and Articles of Association (as amended from time to time) to provide funding to our Operating Subsidiaries through loans or capital contributions. Our Operating Subsidiaries are permitted to provide funding to us through dividend distribution without restrictions on the amount of the funds. If any of our Operating Subsidiaries incur debt on their own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. As of the date of this Memorandum, our Operating Subsidiaries have not experienced any difficulties or limitations on their ability to transfer cash between each other; nor do they maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred. In relation to our Hong Kong Operating Subsidiaries, there can be no assurance that the PRC government will not intervene or impose restrictions to prevent the cash maintained in Hong Kong from being transferred out or restrict the deployment of the cash into our business or for the payment of dividends.

Exchange Controls

There are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation of our Operating Subsidiaries that would affect the payment or remittance of dividends.

Material Income Tax Considerations

The following summary of certain Cayman Islands, U.S., United Kingdom and Hong Kong income tax consequences of an investment in our Ordinary Shares is based upon laws and relevant interpretations thereof in effect as of the date of this Annual Report, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in the Ordinary Shares, such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands, the United States and the United Kingdom. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership of our Ordinary Shares. To the extent that this discussion relates to matters of Cayman Islands tax law, it is the opinion of Harney Westwood & Riegels, our counsel as to Cayman Islands law and, to the extent that it relates to matters of United Kingdom tax law, it is the opinion of Gately Legal.

Cayman Islands Tax Considerations

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our Company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Ordinary Shares, nor will gains derived from the disposal of our Ordinary Shares be subject to Cayman Islands income or corporation tax.

No stamp duty is payable in respect of the issue of our Ordinary Shares or on an instrument of transfer in respect of our Ordinary Shares.

United States Federal Income Tax Considerations

The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of our Ordinary Shares by U.S. Holders (as defined below) that hold our Ordinary Shares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing United States federal income tax law which is subject to differing interpretations or change, possibly with retroactive effect. There can be no assurance that the Internal Revenue Service, or the IRS, or a court will not take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be relevant to particular investors in light of their specific circumstances, including investors subject to special tax rules (for example, certain financial institutions (including banks), cooperatives, pension plans, insurance companies, broker-dealers, traders in securities that have elected the mark-to-market method of accounting for their securities, partnerships and their partners, regulated investment companies, real estate investment trusts, and tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors who own (directly, indirectly, or constructively) 10% or more of our stock (by vote or value), investors that will hold their Ordinary Shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for United States federal income tax purposes, or U.S. Holders that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not discuss any non-United States tax, state or local tax, or non-income tax (such as the U.S. federal gift or estate tax) considerations, or any consequences under the alternative minimum tax or Medicare tax on net investment income. Each U.S. Holder is urged to consult its tax advisor regarding the United States federal, state, local and non-United States income and other tax considerations of an investment in our Ordinary Shares.

General

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Ordinary Shares that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States 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 United States person under the Code.

If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner as a U.S. Holder, described above, and the activities of the partnership. Partnerships holding our Ordinary Shares and partners in such partnerships are urged to consult their tax advisors as to the particular United States federal income tax consequences of an investment in our Ordinary Shares.

Dividends

The entire amount of any cash distribution paid with respect to our Ordinary or Preferred Shares (including the amount of any non-U.S. taxes withheld therefrom, if any) generally will constitute dividends to the extent such distributions are paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, and generally will be taxed as ordinary income in the year received by such U.S. Holder. To the extent amounts paid as distributions on the Ordinary or Preferred Shares exceed our current or accumulated earnings and profits, such distributions will not be dividends, but instead will be treated first as a tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis, determined for federal income tax purposes in the Ordinary or Preferred Shares with respect to which the distribution is made, and thereafter as capital gain. However, we do not intend to compute (or to provide U.S. Holders with the information necessary to compute) our earnings and profits under United States federal income tax principles. Accordingly, a U.S. Holder will be unable to establish that a distribution is not out of earnings and profits and should expect to treat the full amount of each distribution as a “dividend” for United States federal income tax purposes.

Any dividends that we pay will generally be treated as income from foreign sources for United States foreign tax credit purposes and will generally constitute passive category income. Depending on the U.S. Holder’s particular facts and circumstances, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed (at a rate not exceeding any applicable treaty rate) on dividends received on our Ordinary Shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for United States federal income tax purposes, in respect of such withholdings, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. Holders are advised to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Dividends paid in non-U.S. currency will be included in the gross income of a U.S. Holder in a U.S. dollar amount calculated by reference to a spot market exchange rate in effect on the date that the dividends are received by the U.S. Holder, regardless of whether such foreign currency is in fact converted into U.S. dollars on such date. Such U.S. Holder will have a tax basis for United States federal income tax purposes in the foreign currency received equal to that U.S. dollar value. If such dividends are converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect thereof. If the foreign currency so received is not converted into U.S. dollars on the date of receipt, such U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the foreign currency generally will be treated as ordinary income or loss to such U.S. Holder and generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. U.S. Holders should consult their own tax advisors regarding the treatment of foreign currency gain or loss, if any, on any foreign currency received by a U.S. Holder that are converted into U.S. dollars on a date subsequent to receipt.

Sale or Other Disposition of Ordinary Shares

A U.S. Holder will generally recognize capital gain or loss upon a sale or other disposition of Ordinary Shares, in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in such Ordinary Shares determined for federal income tax purposes, in such Ordinary Shares, each amount determined in U.S. dollars. Any capital gain or loss will be long-term capital gain or loss if the Ordinary Shares have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit purposes. The deductibility of a capital loss may be subject to limitations, particularly with regard to shareholders who are individuals. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on a disposition of our Ordinary Shares, including the availability of the foreign tax credit under its particular circumstances.

A U.S. Holder that receives Singapore dollars or another currency other than U.S. dollars on the disposition of our Ordinary Shares will realize an amount equal to the U.S. dollar value of the non-U.S. currency received at the spot rate on the date of sale (or, if the Ordinary Shares are traded on a recognized exchange and in the case of cash basis and electing accrual basis U.S. Holders, the settlement date). An accrual basis U.S. Holder that does not elect to determine the amount realized using the spot rate on the settlement date will recognize foreign currency gain or loss equal to the difference between the U.S. dollar value of the amount received based on the spot market exchange rates in effect on the date of sale or other disposition and the settlement date. A U.S. Holder will have a tax basis in the currency received equal to the U.S. dollar value of the currency received on the settlement date. Any gain or loss on a subsequent disposition or conversion of the currency will be United States source ordinary income or loss.

Passive Foreign Investment Company Considerations

For United States federal income tax purposes, a non-United States corporation, such as our Company, will be treated as a “passive foreign investment company,” or “PFIC” if, in the case of any particular taxable year, either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Based upon our current and expected income and assets (including goodwill), we do not expect to be a PFIC for the current taxable year or the foreseeable future.

However, while we do not expect to be or become a PFIC, no assurance can be given in this regard because the determination of whether we are or will become a PFIC for any taxable year is a fact-intensive inquiry made annually that depends, in part, upon the composition and classification of our income and assets. Fluctuations in the market price of our Ordinary Shares may cause us to be or become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test, including the value of our goodwill and other unbooked intangibles, may be determined by reference to the market price of our Ordinary Shares (which is volatile). The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets. It is also possible that the Internal Revenue Service may challenge our classification of certain income or assets for purposes of the analysis set forth in subparagraphs (a) and (b), above or the valuation of our goodwill and other unbooked intangibles, which may result in our Company being or becoming a PFIC for the current or future taxable years.

If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of Ordinary Shares. Under the PFIC rules:

If we are a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares and we own any equity in a non-United States entity that is also a PFIC, or a lower-tier PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are advised to consult their tax advisors regarding the application of the PFIC rules to any of the entities in which we may own equity.

As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock, provided that certain requirements are met. The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the SEC, or on a foreign exchange or market that the IRS determines is a qualified exchange that has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. We cannot guarantee that our Ordinary Shares will continue to be listed and regularly traded on Nasdaq or on another qualified exchange. U.S. Holders are advised to consult their tax advisors as to whether the Ordinary Shares are considered marketable for these purposes.

If an effective mark-to-market election is made with respect to our Ordinary Shares, the U.S. Holder will 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 Ordinary Shares held at the end of the taxable year over its adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of its adjusted tax basis of the Ordinary Shares held at the end of the taxable year over the fair market value of such Ordinary Shares held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC any gain recognized upon the sale or other disposition of the Ordinary Shares will be treated as ordinary income and loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

If a U.S. Holder makes a mark-to-market election in respect of a PFIC and such corporation ceases to be a PFIC, the U.S. Holder will not be required to take into account the mark-to-market gain or loss described above during any period that such corporation is not a PFIC.

Because a mark-to-market election generally cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market election with respect to our Ordinary Shares may continue to be subject to the general PFIC rules with respect to such U.S. Holder’s indirect interest in any of our non-United States subsidiaries if any of them is a PFIC.

If a U.S. Holder owns our Ordinary Shares during any taxable year that we are a PFIC, such holder would generally be required to file an annual IRS Form 8621. Each U.S. Holder is advised to consult its tax advisor regarding the potential tax consequences to such holder if we are or become a PFIC, including the possibility of making a mark-to-market election.

United Kingdom Tax Considerations

Our subsidiaries resident in the United Kingdom are subject to corporation tax at the rate of 19% on their profits.

Taxation of Dividends

Companies resident in the United Kingdom generally do not pay tax on dividend income. Companies resident in the United Kingdom do not have to withhold tax on the payment of dividends. As of April 5, 2023, individuals resident in the United Kingdom are subject to income tax on aggregate dividend income exceeding £1,000 at the rates of 8.75%, 33.75% or 39.35%. The higher rates apply if the dividend income and other income exceeds certain thresholds. Persons resident outside the United Kingdom are not subject to tax in the United Kingdom on dividends paid by companies resident in the United Kingdom unless the dividends are received by a branch or permanent establishment in the United Kingdom of such persons.

Taxation on Gains Arising from the Disposal of Capital Assets

Persons resident in the United Kingdom would pay tax on any gains arising from the sale of shares in the Company. Individuals would pay tax at the rate of 20% and, after March 31, 2023, companies would pay tax at the rate of 25%. Persons who are not resident in the United Kingdom do not pay tax in the United Kingdom on gains that would arise from the sale of shares in the Company.

Stamp Duty and Stamp Duty Reserve Tax

Stamp duty reserve tax is payable by a person who enters into an agreement to acquire shares in a company incorporated in the United Kingdom at the rate of 0.5%. Stamp duty is charged at the rate of 0.5% (rounded up to the nearest £5) on the consideration paid to transfer shares in a company resident in the United Kingdom, where the transfer document is signed or executed in the United Kingdom or where anything is done in the United Kingdom to effect the transfer. The payment of stamp duty satisfies the obligation to pay stamp duty reserve tax. As the Company is not incorporated in the United Kingdom, the transfer of shares in the Company would not be subject to stamp duty reserve tax or stamp duty unless the transfer document is signed or executed in the United Kingdom or anything is done in the United Kingdom to effect such transfer.

As some of the Company’s subsidiaries are incorporated in the United Kingdom, the transfer of the shares in such companies would be subject to stamp duty and stamp duty reserve tax. However, if:

then the transfer of such shares should qualify for relief from stamp duty and stamp duty reserve tax. A company is a 75% subsidiary of another company if:

Inheritance Tax

Inheritance tax is paid to the United Kingdom tax authority on the gift of assets by persons domiciled in the United Kingdom or the gift of assets situated in the United Kingdom. A person who bequeaths assets on death under his or her will or intestacy is deemed to make a gift of the assets immediately before death so that the deemed gift is subject to inheritance tax. As the Company is incorporated in the Cayman Islands, its shares are not situated in the United Kingdom. Therefore, only shareholders domiciled in the United Kingdom would be subject to inheritance tax on the gift or inheritance of shares in the Company.

Hong Kong Profits Tax Considerations

Our subsidiaries incorporated in Hong Kong are subject to an 8.25% Hong Kong profits tax on the first HK$2,000,000 of their taxable income assessable profits generated from operations arising in or derived from Hong Kong and 16.5% on any part of such assessable profits over HK$2,000,000. Under Hong Kong tax laws, our Hong Kong subsidiaries are exempted from Hong Kong income profits tax on their foreign-derived income profits. In addition, payments of dividends from our Hong Kong subsidiaries to us are not subject to any tax withholding in Hong Kong.

Taxation of Dividends

Under the current practices of the Hong Kong Inland Revenue Department, no tax is payable in Hong Kong in connection with dividends paid by us, either by withholding or otherwise, unless such dividends are attributable to a trade, profession or business carried on in Hong Kong.

Profits

No tax is imposed in Hong Kong in respect of capital gains from the sale of Ordinary Shares. Trading gains from the sale of securities 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 income tax rates of 16.5% on corporations and 15.0% on individuals. Gains from sales of Ordinary Shares will be considered to be derived from or arise in Hong Kong. Liability for Hong Kong profits tax would thus arise in respect of trading gains from sales of shares realized by persons carrying on a business of trading or dealing in securities in Hong Kong.

Stamp Duty

Hong Kong stamp duty, currently charged at the rate of 0.1% of the higher of the consideration for or the value of the Hong Kong shares, will be payable by the purchaser on every purchase and by the seller on every sale of Hong Kong shares. In addition, a fixed duty of HK$5 is currently payable on any instrument of transfer of shares. If one of the parties to the sale is a non-resident of Hong Kong and does not pay the required stamp duty, the duty not paid will be assessed on the instrument of transfer (if any) and the transferee will be liable for payment of such duty.

Estate Duty

The Revenue (Abolition of Estate Duty) Ordinance 2005 became effective on February 11, 2006 in Hong Kong. No Hong Kong estate duty is payable and no estate duty clearance papers are needed for an application for a grant of representation in respect of a holder of the shares whose death occurs on or after February 11, 2006.

THE DISCUSSIONS ABOVE ARE GENERAL SUMMARIES. THEY DO NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH PROSPECTIVE INVESTOR IN OUR ORDINARY SHARES IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES TO IT OF OWNING AND DISPOSING OF OUR ORDINARY SHARES IN LIGHT OF SUCH PROSPECTIVE INVESTOR’S OWN CIRCUMSTANCES.

Documents on Display

You may read and copy documents referred to in this Annual Report on Form 20-F that have been filed with the SEC at the SEC’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also obtain copies of our SEC filings by going to the SEC’s website at http://www.sec.gov.

The SEC allows us to “incorporate by reference” the information we file with the SEC. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this Annual Report on Form 20-F.