{"url_path":"/sec/rajaf/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Additional Information**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1885680/0001213900-26-057774-index.html","accession_number":"0001213900-26-057774","cik":"0001885680","ticker":"RAJAF","issuer_name":"Cordyceps Sunshine Biotech Holdings Co., Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1885680/0001213900-26-057774-index.html","primary_entity_key":"0001885680","primary_entity_name":"Cordyceps Sunshine Biotech Holdings Co., Ltd."},"word_count":5114,"has_tables":true,"body_markdown":"**Item\n10. Additional Information**\n\n \n\n**10.A. Share capital**\n\n \n\nNot applicable for annual reports on Form 20-F.\n\n \n\n33\n\n \n\n \n\n**10.B. Memorandum and articles of association**\n\n** **\n\n**General**\n\n \n\nWe are authorized by our Memorandum and Articles\nof Association to issue an aggregate of 500,000,000 ordinary shares, par value $0.0001 per share, of which 111,120,000 were issued and\noutstanding as of the date of this annual report.\n\n \n\nThis annual report contains only a summary of\nthe terms of the ordinary shares the Selling Shareholders are offering and is subject to, and qualified in its entirety by reference to,\nthe terms and provisions of our Memorandum and Articles of Association. They do not purport to be complete. You should refer to, and read\nthis summary together with, our Memorandum and Articles of Association to review all of the terms of our ordinary shares that may be important\nto you. Reference is made to our memorandum and articles of association, a copy of which is filed as an exhibit to the annual report (and\nwhich is referred to in this section as, respectively, the “memorandum” and the “articles”).\n\n** **\n\n**Ordinary Share**\n\n** **\n\n**Shareholders’ voting rights**\n\n \n\nAny action required or permitted to be taken by\nthe shareholders must be taken at a duly called meeting of the shareholders entitled to vote on such action. At each meeting of shareholders,\neach shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative)\nwill have one vote for each ordinary share. An action that may be taken by the shareholders at a meeting may also be taken by a resolution\nof shareholders consented to in writing.\n\n** **\n\n**Election of directors**\n\n \n\nThe Company may by ordinary resolution appoint\nany person to be a Director. Delaware law permits cumulative voting for the election of directors only if expressly authorized in the\ncertificate of incorporation. The laws of the Cayman Islands do not specifically prohibit or restrict the creation of cumulative voting\nrights for the election of directors. Cumulative voting is not a concept that is accepted as a common practice in the Cayman Islands,\nand we have made no provisions in our Memorandum and Articles of Association to allow cumulative voting for elections of directors. A\nDirector shall hold office until such time as he is removed from office by the Company.\n\n** **\n\n**Meetings of shareholders**\n\n \n\nOur directors may convene a meeting of shareholders\nat any time and in any manner and place the director considers necessary or desirable. The director convening a meeting must not give\nless than seven days’ notice of the meeting to those shareholders whose names appear as shareholders in the register of shareholders\non the date of the notice and who are entitled to vote at the meeting, and to the other directors. The Directors shall convene a meeting\nof shareholders upon the written requisition of any shareholders entitled to attend and vote at general meeting of the Company who hold\nnot less than 10 percent of the paid up voting share capital of the Company.\n\n \n\nNo business shall be transacted at any general\nmeeting unless a quorum is present at the time when the meeting proceeds to business. A quorum shall consist of one or more shareholders\npresent in person or by proxy holding at least a majority of the paid up voting share capital of the Company. If the Company has only\none shareholder, that only shareholder present in person or by proxy shall be a quorum for all purposes. If within half an hour from the\ntime appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved.\nIn any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such\nother time and place as the Directors may decide, and if at the adjourned meeting a quorum is not present within half an hour from the\ntime appointed for the meeting, the shareholder or shareholders present and entitled to vote shall be a quorum.\n\n** **\n\n34\n\n \n\n** **\n\n**Meetings of directors**\n\n \n\nOur business and affairs are managed by our board\nof directors, who will make decisions by voting on resolutions of directors. Our directors are free to meet at such times and in such\nmanner and places within or outside the Cayman Islands as the directors determine to be necessary or desirable. A Director may at any\ntime summon a meeting of the Directors. The quorum necessary for the transaction of the business may be fixed by the Directors, and unless\nso fixed, if there be more than two Directors shall be two, and if there be two or less Directors shall be one. A Director represented\nby proxy or by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum\nis present. An action that may be taken by the directors at a meeting may also be taken by a resolution of directors consented to\n\nin writing by a majority of the directors.\n\n \n\n**Pre-emptive rights**\n\n \n\nThere are no pre-emptive rights applicable to\nthe issue by us of new ordinary shares under either Cayman Islands law or our Memorandum and Articles of Association.\n\n \n\n**Transfer of Ordinary Shares**\n\n \n\nSubject to the restrictions in our Memorandum\nand Articles of Association and applicable securities laws, any of our shareholders may transfer all or any ordinary shares by written\ninstrument of transfer signed by the transferor. The transferor shall be deemed to remain a holder of the share until the name of the\ntransferee is entered in the Register of Members. The Directors may in their absolute discretion to decline to register any transfer of\nany share, whether or not it is a fully paid share, without assigning any reason for so doing. If the Directors refuse to register a transfer,\nthey shall within 2 months of the date on which the transfer was lodged with the Company send to the transferor and transferee notice\nof the refusal.\n\n** **\n\n**Liquidation**\n\n \n\nIf the Company shall be wound up, and the assets\navailable for distribution among the shareholders as such shall be insufficient to repay the whole of the paid-up capital, such assets\nshall be distributed so that, as nearly as may be, the losses shall be borne by the shareholders in proportion to the capital paid-up,\nor which ought to have been paid-up, at the commencement of the winding up on the shares held by them respectively. If on a winding up\nthe assets available for distribution among the shareholders shall be more than sufficient to repay the whole of the capital paid-up at\nthe commencement of the winding up, the excess shall be distributed among the shareholders in proportion to the capital paid up at the\ncommencement of the winding up on the shares held by them respectively.\n\n** **\n\n**Calls on ordinary shares and forfeiture\nof ordinary shares**\n\n \n\nOur directors may from time to time make calls\nupon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 days prior to the\nspecified date of payment. When such a notice has been issued and its requirements have not been complied with, the directors may, at\nany time before the tender of payment, forfeit and cancel the ordinary shares to which the notice relates.\n\n** **\n\n35\n\n \n\n** **\n\n**Issuance of ordinary shares**\n\n \n\nOur directors may authorize the issuance of shares\nat such times, to such persons, for such consideration and on such terms as they may determine by a resolution of the directors, subject\nto the Companies Act (As Revised) of the Cayman Islands, our Memorandum and Articles of Association and any applicable requirements imposed\nfrom time to time by the SEC, the FINRA, any stock exchange or the over-the-counter market on which our securities are listed.\n\n \n\n**Inspection of books and records**\n\n \n\nHolders of our ordinary shares will have no general\nright under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records (apart from our memorandum\nand articles of association, special resolutions and the register of mortgages and charges). See “Where You Can Find More Information.”\n\n** **\n\n**Rights of non-resident or foreign shareholders**\n\n \n\nThere are no limitations imposed by our Memorandum\nand Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In\naddition, there are no provisions in our Memorandum and Articles of Association governing the ownership threshold above which shareholder\nownership must be disclosed.\n\n** **\n\n**10.C. Material contracts**\n\n \n\nOther than those described in this annual report,\nwe have not entered into any material agreements other than in the ordinary course of business.\n\n \n\n**10.D. Exchange controls**\n\n \n\nThe Cayman Islands currently has no exchange control\nregulations or currency restrictions.\n\n \n\nForeign exchange regulation in Taiwan is primarily\ngoverned by the Foreign Exchange Regulation Act (the “FECA”). Under the FECA, foreign exchange refers to foreign currency,\nbills and marketable securities. The authority managing the administration of foreign exchange is Ministry of Finance of Republic of China,\nwhile the authority managing the practical operation of foreign exchange business is Central Bank of Republic of China. The FECA also\nspecifies the allocated power of Ministry of Finance and Central Bank, respectively. To the extent that any foreign exchange receipts,\npayments or transactions reaches the threshold of $15,939 (NT$500,000) or equivalent in foreign currency, it must be reported to the Central\nBank or its designated authorities. Upon incurrence of any of the following events, the Executive Yuan of Republic of China may determine\nand announce that for a period of time, to close the foreign exchange market, suspend or restrict all or partial foreign exchange payment,\norder a mandatory sale or deposit of all or partial foreign exchange into a designed bank, or dispose in any other manner as it deems\nnecessary:\n\n \n\n \n-\nWhen the domestic or foreign economic disorder might endanger the stability of the domestic economy; or\n\n \n\n \n-\nWhen the Republic of China’s balance of payments suffers a severe deficit.\n\n \n\n**10.E**. **Taxation**\n\n \n\n**Cayman Islands Taxation**\n\n** **\n\nThe Cayman Islands currently levies no taxes on\nindividuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax\nor estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands, except for stamp\nduties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. The\nCayman Islands is a party to a double tax arrangement entered with the United Kingdom in 2010, but otherwise is not party to any double\ntax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions\nin the Cayman Islands.\n\n \n\n36\n\n \n\n \n\nAs an exempted company incorporated in the Cayman\nIslands, the Company is required to pay an annual government fee (“Government Fee”), which is determined on a sliding scale\nby reference to the level of its authorized share capital. The Government Fee is payable at the end of January in every year and is based\non the level of the authorized share capital at the time when the fee is due.\n\n \n\nPayments of dividends and capital in respect of\nour Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend\nor capital to any holder of our Ordinary Shares, nor will gains derived from the disposal of our Ordinary Shares be subject to Cayman\nIslands income or corporation tax.\n\n \n\nNo stamp duty is payable in the Cayman Islands\nin respect of the issue of the shares or on an instrument of transfer in respect of a share of a Cayman company except those which hold\ninterests in land in the Cayman Islands and except where the relevant document or instrument is executed in or brought to the Cayman Islands,\nor produced before a Cayman Islands court.\n\n \n\n**Taiwan Taxation**\n\n \n\nThe current principal regulations governing tax\nin Taiwan include the following:\n\n \n\n \n-\nIncome Tax Act;\n\n \n\n \n-\nThe Implementation Rules of Income Tax Act;\n\n \n\n \n-\nValue-Added and Non-Value-Added Business Tax Act; and\n\n \n\n \n-\nThe Implementation Rules of Value-Added And Non-Value-Added Business Tax Act,.\n\n \n\nUnder the Income Tax Act, there are two kinds\nof income tax, individual income tax and profit-seeking enterprise income tax, respectively.\n\n \n\nFor any individual having income from sources\nin the Taiwan, the individual income tax shall be levied in accordance with this Act on his income derived from sources in the Taiwan.;\nUnless otherwise provided in this Act, in the case of an individual who is a nonresident in the Taiwan but who has derived income from\nsources in the Taiwan, income tax payable by him on all such income shall be withheld and paid at the respective sources.\n\n \n\nThe enterprise with head office located in Taiwan\nshall pay profit-seeking income tax on its global income both within and outside Taiwan; while the enterprises with head office outside\nTaiwan shall only pay profit-seeking income tax on its business income sourced from within Taiwan. With respect to enterprise operating\nfor profit, the exemption threshold is NT$120,000 ($3,825). Any income beyond such exemption threshold is subject to 20% tax rate on its\ntaxable income.\n\n \n\nSale of goods or service, import of goods in Taiwan\nshall be subject to Value-Added or Non-Value-Added Business Tax. Rate of business tax. The rate of business tax, except as otherwise prescribed\nby Value-added and Non-value-added Business Tax Act, ranges from 5% to 10% with the current tax rate being implemented is 5% as determined\nby the Executive Yuan of Taiwan.\n\n \n\n37\n\n \n\n \n\n**United States Federal Income Tax Considerations**\n\n \n\nThe following discussion is a summary of United\nStates federal income tax considerations relating to the ownership and disposition of our Ordinary Shares by a U.S. holder (as defined\nbelow) that holds our Ordinary Shares as “capital assets” (generally, property held for investment) under the United States\nInternal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing United States federal income\ntax law, which is subject to differing interpretations and may be changed, possibly with retroactive effect. No ruling has been sought\nfrom the Internal Revenue Service (the “IRS”) with respect to any United States federal income tax consequences described\nbelow, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion does not address all aspects\nof United States federal income taxation that may be important to particular investors in light of their individual circumstances, including\ninvestors subject to special tax rules (for example, banks or other financial institutions, insurance companies, broker-dealers, pension\nplans, cooperatives, traders in securities that have elected the mark-to-market method of accounting for their securities, partnerships\nand their partners, regulated investment companies, real estate investment trusts, and tax-exempt organizations (including private foundations)),\nholders who are not U.S. holders, holders who own (directly, indirectly, or constructively) 10% or more of our voting stock, holders who\nwill hold their Ordinary Shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United\nStates federal income tax purposes, or investors that have a functional currency other than the United States dollar, all of whom may\nbe subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not discuss any non-United\nStates, alternative minimum tax, state, or local tax considerations, or the Medicare tax on net investment income. Each U.S. holder is\nurged to consult its tax advisors regarding the United States federal, state, local, and non-United States income and other tax considerations\nwith respect to the ownership and disposition of our Ordinary Shares.\n\n \n\n**General**\n\n** **\n\nFor purposes of this discussion, a “U.S.\nholder” is a beneficial owner of our Ordinary Shares that is, for United States federal income tax purposes, (i) an individual who\nis a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal\nincome tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (iii)\nan estate the income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust (A) the administration\nof 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\nto control all substantial decisions of the trust or (B) that has otherwise elected to be treated as a United States person under applicable\nUnited States Treasury regulations.\n\n \n\nIf a partnership (or other entity treated as a\npartnership for United States federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of a partner\nin the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our\nOrdinary Shares and partners in such partnerships are urged to consult their tax advisors as to the particular United States federal income\ntax consequences of an investment in our Ordinary Shares.\n\n \n\n**Passive Foreign Investment Company Considerations**\n\n** **\n\nA non-United States corporation, such as our company,\nwill be a “passive foreign investment company,” or “PFIC,” for United States federal income tax purposes, if,\nin any particular taxable year, either (i) 75% or more of its gross income for such year consists of certain types of “passive”\nincome or (ii) 50% or more of the average quarterly value of its assets (as determined on the basis of fair market value) during such\nyear produce or are held for the production of passive income. For this purpose, cash is categorized as a passive asset and the company’s\nunbooked intangibles associated with active business activities may generally be classified as active assets. Passive income generally\nincludes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated\nas owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own,\ndirectly or indirectly, at least 25% (by value) of the stock.\n\n \n\nBased upon our income and assets and the value\nof our Ordinary Shares, we do not believe that we were a PFIC for the taxable years ended December 31, 2025 and 2024, and do not anticipate\nbecoming a PFIC in the foreseeable future.\n\n \n\n38\n\n \n\n \n\nAlthough we do not believe that we were a PFIC\nfor the taxable year ended December 31, 2025 and 2024 and do not anticipate becoming a PFIC in the foreseeable future, the determination\nof whether we are or will become a PFIC will depend in part upon the value of our goodwill and other unbooked intangibles (which will\ndepend upon the market value of our Ordinary Shares from time-to-time, which may be volatile). In estimating the value of our goodwill\nand other unbooked intangibles, we have taken into account our market capitalization. Among other matters, if our market capitalization\nis less than anticipated or subsequently declines, we may be or become a PFIC for the current or future taxable years. It is also possible\nthat the IRS may challenge our classification or valuation of our goodwill and other unbooked intangibles, which may result in our company\nbeing or becoming a PFIC for the current or one or more future taxable years.\n\n \n\nThe determination of whether we will be or become\na PFIC will also depend, in part, on the composition of our income and assets, which may be affected by how, and how quickly, we use our\nliquid assets and the cash raised in our initial public offering. If we determine not to deploy significant amounts of cash for active\npurposes, our risk of being classified as a PFIC may substantially increase. Because our PFIC status for any taxable year is a factual\ndetermination that can be made only after the close of a taxable year, there can be no assurance that we will not be a PFIC for the current\ntaxable year or any future taxable year. If we are a PFIC for any year during which a U.S. holder held our Ordinary Shares, we generally\nwould continue to be treated as a PFIC for all succeeding years during which such U.S. holder held our Ordinary Shares.\n\n \n\nThe discussion below under “Dividends”\nand “Sale or Other Disposition of Ordinary Shares” is written on the basis that we will not be or become a PFIC for United\nStates federal income tax purposes. The United States federal income tax rules that apply if we are a PFIC for the current taxable year\nor any subsequent taxable year are generally discussed below under “Passive Foreign Investment Company Rules.”\n\n \n\n**Dividends**\n\n** **\n\nSubject to the PFIC rules discussed below, any\ncash distributions (including the amount of any tax withheld) paid on our Ordinary Shares out of our current or accumulated earnings and\nprofits, as determined under United States federal income tax principles, will generally be includible in the gross income of a U.S. holder\nas dividend income on the day actually or constructively received by the U.S. holder. Because we do not intend to determine our earnings\nand profits on the basis of United States federal income tax principles, any distribution paid will generally be reported as a “dividend”\nfor United States federal income tax purposes. A non-corporate recipient of dividend income will generally be subject to tax on dividend\nincome from a “qualified foreign corporation” at a reduced United States federal tax rate rather than the marginal tax rates\ngenerally applicable to ordinary income provided that certain holding period requirements are met.\n\n \n\nA non-United States corporation (other than a\ncorporation that is a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) will generally be considered\nto be a qualified foreign corporation (a) if it is eligible for the benefits of a comprehensive tax treaty with the United States which\nthe Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange\nof information program, or (b) with respect to any dividend it pays on stock which is readily tradable on an established securities market\nin the United States. In the event we are deemed to be a resident enterprise under the PRC Enterprise Income Tax Law, we may be eligible\nfor the benefits of the United States.\n\n \n\nDividends will generally be treated as income\nfrom foreign sources for United States foreign tax credit purposes and will generally constitute passive category income.\n\n \n\n**Sale or Other Disposition of Ordinary Shares**\n\n** **\n\nSubject to the PFIC rules discussed below, a U.S.\nholder will generally recognize capital gain or loss upon the sale or other disposition of Ordinary Shares in an amount equal to the difference\nbetween the amount realized upon the disposition and the U.S. holder’s adjusted tax basis in such ordinary shares. Any capital gain\nor loss will be long-term if the Ordinary Shares have been held for more than one year and will generally be United States source gain\nor loss for United States foreign tax credit purposes. Long-term capital gain of non-corporate U.S. holders is generally eligible for\na reduced rate of taxation. The deductibility of a capital loss may be subject to limitations.\n\n \n\n39\n\n \n\n \n\n**Passive Foreign Investment Company Rules**\n\n** **\n\nIf we are a PFIC for any taxable year during which\na 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\nwill generally be subject to special tax rules that have a penalizing effect, regardless of whether we remain a PFIC, for subsequent taxable\nyears, on (i) any excess distribution that we make to the U.S. holder (which generally means any distribution paid during a taxable year\nto a U.S. holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter,\nthe U.S. holder’s holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition, including,\nunder certain circumstances, a pledge, of Ordinary Shares. Under the PFIC rules:\n\n \n\n \n●\nsuch excess distribution and/or gain will be allocated ratably over the U.S. holder’s holding period for the Ordinary Shares;\n\n \n\n \n●\nsuch amount allocated to the current taxable year and any taxable years in the U.S. holder’s holding period prior to the first taxable year in which we are a PFIC, or pre-PFIC year, will be taxable as ordinary income;\n\n \n\n \n●\nsuch amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for that year; and\n\n \n\n \n●\nan interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year.\n\n \n\nIf we are a PFIC for any taxable year during which\na U.S. holder holds our Ordinary Shares and any of our non-United States subsidiaries is also a PFIC, such U.S. holder would be treated\nas owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S.\nholders are advised to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.\n\n \n\nAs an alternative to the foregoing rules, a U.S.\nholder of “marketable stock” in a PFIC may make a mark-to-market election. Since our Ordinary Shares have been approved for\nlisting on Nasdaq, and provided that the Ordinary Shares will be regularly traded on Nasdaq, a U.S. holder holds Ordinary Shares will\nbe eligible to make a mark-to-market election if we are or were to become a PFIC. If a mark-to-market election is made, the U.S. holder\nwill generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of\nOrdinary Shares held at the end of the taxable year over the adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary\nloss the excess, if any, of the adjusted tax basis of the Ordinary Shares over the fair market value of such Ordinary Shares held at the\nend 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.\nThe 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\nelection. 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\nor other disposition of the Ordinary Shares will be treated as ordinary income and loss will be treated as ordinary loss, but only to\nthe 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\nelection it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the Ordinary\nShares are no longer regularly traded on a qualified exchange or the Internal Revenue Service consents to the revocation of the election.\n\n \n\nIf a U.S. holder makes a mark-to-market election\nin 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\ngain or loss described above during any period that such corporation is not a PFIC.\n\n \n\nBecause a mark-to-market election cannot be made\nfor 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\ncontinue 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\nsubsidiaries if any of them is a PFIC.\n\n \n\nWe do not intend to provide information necessary\nfor U.S. holders to make qualified electing fund elections, which, if available, would result in tax treatment different from the general\ntax treatment for PFICs described above.\n\n \n\n40\n\n \n\n \n\nAs discussed above under “Dividends,”\ndividends that we pay on our Ordinary Shares will not be eligible for the reduced tax rate that applies to qualified dividend income if\nwe are a PFIC for the taxable year in which the dividend is paid or the preceding taxable year. In addition, if a U.S. holder owns our\nOrdinary Shares during any taxable year that we are a PFIC, such holder would generally be required to file an annual IRS Form 8621. Each\nU.S. holder is advised to consult its tax advisors regarding the potential tax consequences to such holder if we are or become a PFIC,\nincluding the possibility of making a mark-to-market election.\n\n \n\n**Information Reporting**\n\n** **\n\nCertain U.S. holders may be required to report\ninformation to the IRS relating to an interest in “specified foreign financial assets,” including shares issued by a non-United\nStates corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds US$50,000 (or a higher\ndollar amount prescribed by the IRS), subject to certain exceptions (including an exception for shares held in custodial accounts maintained\nwith a United States financial institution). These rules also impose penalties if a U.S. holder is required to submit such information\nto the IRS and fails to do so.\n\n \n\nIn addition, U.S. holders may be subject to information\nreporting to the IRS with respect to dividends on and proceeds from the sale or other disposition of our Ordinary Shares. Each U.S. holder\nis advised to consult with its tax advisor regarding the application of the United States information reporting rules to their particular\ncircumstances.\n\n \n\n**10.F. Dividends and paying agents**\n\n \n\nNot applicable for annual reports on Form 20-F.\n\n \n\n**10.G. Statement by experts**\n\n \n\nNot applicable for annual reports on Form 20-F.\n\n \n\n**10.H. Documents on display**\n\n \n\nWe are subject to the information requirements\nof the Exchange Act. In accordance with these requirements, the Company files reports and other information with the SEC. You may read\nand copy any materials filed with the SEC at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information\non the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site at http://www.sec.gov\nthat contains reports and other information regarding registrants that file electronically with the SEC.\n\n \n\n**10.I. Subsidiary Information**\n\n \n\nNot applicable.\n\n \n\n**10.J. Annual Report to Security Holders**\n\n \n\nNot applicable.\n\n \n\n41"}