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Digital Currency X Technology (DCX) Risk Analysis
Risk Overview Q4, 2025
Source: the company's latest filing for the period ended Dec 31, 2025, filed Apr 30, 2026
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1Although we are in the process of divesting our legacy operations in mainland China, our choice of auditor or their location may still subject us to risks under the HFCAA. Our Class A Ordinary Shares may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting or prohibition of trading of our shares, or the threat of their being delisted or prohibited from trading, may materially and adversely affect the value of your investment.
Pursuant to the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB because of a position taken by an authority in the foreign jurisdiction for two consecutive years, the SEC will prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong and our auditor was subject to that determination. On December 15, 2022, the PCAOB removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. In accordance with the HFCAA, our securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as a Commission-Identified Issuer for two consecutive years in the future. If our Class A Ordinary Shares are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase our Class A Ordinary Shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our shares. Such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects.
- Share Price & Shareholder Rights - Risk 2Anti-takeover provisions contained in our fourth amended and restated memorandum and articles of association (the "Amended and Restated Memorandum and Articles of Association"), as well as provisions of Cayman Islands law, could impair a takeover attempt and limit the price investors might be willing to pay in the future for the Class A Ordinary Shares and could entrench management.
Our fourth amended and restated memorandum and articles of association (the "Amended and Restated Memorandum and Articles of Association") contains anti-takeover provisions under Cayman Islands law, which could delay or prevent a change of control. These provisions may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for Digital Currency X's securities. Our authorized but unissued shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved ordinary shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
- Accounting & Financial Operations - Risk 3We have a history of operating losses and expect to incur significant additional operating losses during this transition.
We are operating with a history of negative operating cash flows stemming from our legacy operations, having incurred net losses of $30.07 million, $69.01 million and $98.50 million during the years ended December 31, 2025, 2024, and 2023 respectively. These historical losses were generated by our now-divested automotive business and are not indicative of the expected financial performance of our new digital asset treasury management operations. We expect that we will continue to incur operating and net losses for the medium term as we capitalize our new digital asset operations. The amount of future losses and when, if ever, we will achieve profitability are uncertain. In addition, even if we achieve profitability under our new operational focus, there can be no assurance that we will be able to maintain profitability in the future. Our potential profitability is now particularly dependent upon the successful commercialization of our DexTrader platform, the broader market adoption of digital currencies, and our ability to generate positive returns from our digital asset staking and treasury management activities, which may not occur at the levels we currently anticipate or at all. Our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited consolidated financial statements included in this annual report. Our audited consolidated financial statements have been prepared assuming that we, Chijet Group, will continue as a going concern, which contemplates the realization of our assets and settlement of our liabilities in the ordinary course of business. In recent periods, we have experienced recurring operating losses and negative cash flows from operations. Furthermore, we have undergone a significant strategic transformation, including the disposal of our legacy automotive business and a shift to digital asset-related activities, which have a limited operating history. These factors expose us to certain risks and uncertainties. Pursuant to applicable accounting guidance, our management has assessed our ability to remain a going concern for a period of at least twelve months from the date these financial statements are issued. This assessment involved preparing detailed cash flow forecasts based on our current cost structure and expected operating needs. Based on this evaluation, our management anticipates that we will have sufficient liquidity to meet our obligations as they come due for at least twelve months from the issuance date. The forecasts indicate that we can sustain operations primarily through our existing cash resources and ongoing cost management, without relying on uncertain inflows such as projected revenues, financing activities, or returns from our digital asset-related operations. A significant portion of our assets consists of digital assets, which are subject to price volatility and changing market conditions. Additionally, certain of our digital assets have been placed under staking arrangements after year-end, which may restrict their availability for short-term liquidity purposes. Although these factors introduce uncertainty, they have been taken into account in our management's assessment.Our management has launched various strategic initiatives to support our long-term operations and financial position, including the development of a digital asset trading platform, the expansion of our digital asset-related services, and access to financing arrangements that could provide additional liquidity if necessary. The timing and extent of benefits from these initiatives depend on market conditions and execution risks.In light of the foregoing, our management believes that it is not probable that we will fail to meet our obligations as they fall due within one year from the date these financial statements are issued. Consequently, our consolidated financial statements have been prepared on a going concern basis.
- Corporate Activity and Growth - Risk 4Our business model and technologies have not yet been proven in a commercial environment, and any failure to commercialize our strategic plans would adversely affect our results of operations and business, damage our reputation, and could result in substantial liabilities in excess of our resources.
Investors should be aware of the difficulties normally encountered by an enterprise undergoing a fundamental transformation into a new industry, many of which are beyond our control, including substantial risks and expenses in the course of developing new, unproven digital asset infrastructure, establishing our presence in Web3 markets, reorganizing operations, and undertaking specialized treasury management activities. Our future financial performance depends, in part, on our ability to design, develop, deploy, scale, and secure our new business lines on a timely and cost-effective basis, including our ability to generate consistent returns from our staking activities, rather than our historical focus on manufacturing and assembling vehicles.
- Corporate Activity and Growth - Risk 5Our operations rely heavily on a variety of agreements with our strategic partners, including agreements related to blockchain research and development, digital asset custody, smart contract security, and decentralized finance (DeFi) integration. We may also come to rely on other Web3 technology providers, node operators, and cryptocurrency exchanges. The inability for us to maintain agreements or partnerships with our existing strategic partners or to enter into new agreements or partnerships could have a material and adverse effect on our ability to operate as a standalone business, execute our digital asset treasury strategies, reach our technological deployment targets, or focus our efforts on our core areas of differentiation.
Our operations rely heavily on a variety of agreements, including agreements related to cryptographic infrastructure, secure custody engineering, and exchange liquidity, with our strategic partners, including certain other decentralized protocol developers, Web3 vendors, and blockchain technology providers. Our reliance on these agreements subjects us to a number of significant risks, including the risk of being unable to operate as a standalone business, securely manage our cryptocurrency treasury, reach our development and deployment targets, or focus our efforts on core areas of differentiation. These partnerships permit us to benefit from the extensive experience of established technology and know-how in decentralized infrastructure and digital asset security, while focusing our efforts on core areas of differentiation, such as treasury optimization, proprietary custody solutions, and the rapid adoption of the latest Web3 technologies. We intend to continue to rely on these partnerships as part of our strategy. We intend to rely primarily on our arrangements with specified infrastructure and technological partners to support our future digital asset operations and ecosystem models. If we are unable to maintain agreements or partnerships with our existing strategic partners or to enter into new agreements or partnerships, our ability to operate as a standalone business, execute our on-chain strategies, reach our development and deployment targets, or focus our efforts on core areas of differentiation could be materially and adversely affected.
- Corporate Activity and Growth - Risk 6Our institutional client acquisition and the success of our treasury strategies will depend in part on our ability to establish and maintain confidence in our business prospects among institutional clients, analysts, and others within the digital asset industry.
Institutional clients and strategic partners may be less likely to utilize our proprietary custody solutions or engage with our treasury platforms if they do not believe that our business will succeed or that our operations, including secure infrastructure and technological support operations, will continue for many years. Similarly, Web3 infrastructure providers and other third parties will be less likely to invest time and resources in developing business relationships or protocol integrations with us if they are not convinced that our strategic pivot will succeed. Accordingly, to build, maintain, and grow our new digital asset business, we must establish and maintain confidence among clients, technological partners, analysts, and other parties with respect to our liquidity, our history of losses from legacy operations, and our Web3 business prospects. Maintaining such confidence may be particularly difficult as a result of many factors, including our limited operating history in decentralized finance and cryptocurrency custody, others' unfamiliarity with our proprietary cryptographic infrastructure, any delays in scaling secure network deployment, smart contract auditing, and custody operations to meet institutional demand, fierce competition, and our treasury performance compared with broader market expectations. Many of these factors are largely outside of our control, and any negative perceptions about our business prospects, even if exaggerated or unfounded, would likely harm our business and make it more difficult to raise additional capital or attract strategic fiat gateways in the future. In addition, a significant number of cryptocurrency custodians and decentralized protocols have recently entered the digital asset industry, an industry historically associated with extreme volatility, intense regulatory scrutiny, and a high rate of enterprise failure. If these new entrants or other digital asset infrastructure providers go out of business, deploy smart contracts that suffer severe exploits, or otherwise fail to securely manage digital assets as expected, such failures may dramatically increase institutional and regulatory scrutiny of others in the industry, including us. This contagion effect could further challenge client, partner, and analyst confidence in our business prospects and the overall viability of our decentralized ecosystem.
Risk Highlights Q4, 2025
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 85
- Share Price & Shareholder Rights - Risk 1ChangedAlthough we are in the process of divesting our legacy operations in mainland China, our choice of auditor or their location may still subject us to risks under the HFCAA. Our Class A Ordinary Shares may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting or prohibition of trading of our shares, or the threat of their being delisted or prohibited from trading, may materially and adversely affect the value of your investment.
Pursuant to the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB because of a position taken by an authority in the foreign jurisdiction for two consecutive years, the SEC will prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong and our auditor was subject to that determination. On December 15, 2022, the PCAOB removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. In accordance with the HFCAA, our securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as a Commission-Identified Issuer for two consecutive years in the future. If our Class A Ordinary Shares are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase our Class A Ordinary Shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our shares. Such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects.
- Share Price & Shareholder Rights - Risk 2ChangedAnti-takeover provisions contained in our fourth amended and restated memorandum and articles of association (the "Amended and Restated Memorandum and Articles of Association"), as well as provisions of Cayman Islands law, could impair a takeover attempt and limit the price investors might be willing to pay in the future for the Class A Ordinary Shares and could entrench management.
Our fourth amended and restated memorandum and articles of association (the "Amended and Restated Memorandum and Articles of Association") contains anti-takeover provisions under Cayman Islands law, which could delay or prevent a change of control. These provisions may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for Digital Currency X's securities. Our authorized but unissued shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved ordinary shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
- Share Price & Shareholder Rights - Risk 3Dividends payable to our foreign investors and gains on the sale of our Ordinary Shares by our foreign investors may be subject to PRC tax.
Under the EIT Law and its implementation regulations issued by the State Council, a 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected with such establishment or place of business, to the extent such dividends are derived from sources within the PRC. Any gain realized on the transfer of Ordinary Shares by such investors is also subject to PRC tax at a current rate of 10% which in the case of dividends will be withheld at source if such gain is regarded as income derived from sources within the PRC. If we are deemed a PRC resident enterprise, dividends paid on our Ordinary Shares, and any gain realized from the transfer of our Ordinary Shares, may be treated as income derived from sources within the PRC and may as a result be subject to PRC taxation. See "Regulation - Regulations Relating to Taxation." Furthermore, if we are deemed a PRC resident enterprise, dividends payable to individual investors who are non-PRC residents and any gain realized on the transfer of Ordinary Shares by such investors may be subject to PRC tax at a current rate of 20%. Any PRC tax liability may be reduced under applicable tax treaties. However, it is unclear whether holders of our Ordinary Shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas if we are considered a PRC resident enterprise. If dividends payable to our non-PRC investors, or gains from the transfer of our Ordinary Shares by such investors are subject to PRC tax, the value of your investment in our Ordinary Shares may decline significantly.
- Share Price & Shareholder Rights - Risk 4We are an "emerging growth company" and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make its shares of common stock less attractive to investors.
We are an "emerging growth company," as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, the financial statements of Digital Currency X may not be comparable to companies that comply with public company effective dates. It cannot be predicted if investors will find Class A Ordinary Shares less attractive because we may rely on these exemptions. If some investors find Class A Ordinary Shares less attractive as a result, there may be a less active trading market for Class A Ordinary Shares and its share price may be more volatile.
- Share Price & Shareholder Rights - Risk 5Our share price may be volatile, and purchasers of our Class A Ordinary Shares could incur substantial losses.
Our share price has been extremely volatile in the past and may continue to be so in the future. Since our January 1st 2024, our class A ordinary shares has traded at prices ranging from $1.15 and $21.6. (After share merge) The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their class A ordinary shares at or above the price paid for such shares. The market price for our class A ordinary shares may be influenced by many factors, including, but not limited to: - actual or anticipated variations in our quarterly or annual financial results and prospects of our company or other companies in the same industry; - changes in economic and financial market conditions; - the inability to obtain or maintain the listing of our Class A Ordinary Shares on Nasdaq; - announcements by us or our competitors of new services, expansions, investments, acquisitions, strategic partnerships or joint ventures; - mergers or other business combinations involving us; - additions and departures of key personnel and senior management; - risks related to the growth of our business; - the trading volume of our Class A Ordinary Shares in the public market; - the release of lockup, escrow or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; - potential litigation or regulatory investigations; - natural disasters, terrorist acts, acts of war or periods of civil unrest; - the impact of epidemic and pandemic diseases, such as the COVID-19 pandemic, and governmental responses thereto, on the Company's business, financial condition and results of operations; - changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events; and - the realization of some or all of the risks described in this section.
- Share Price & Shareholder Rights - Risk 6The Nasdaq Capital Market imposes listing standards on our Class A Ordinary Shares that we may not be able to fulfill in the future, thereby leading to a possible delisting of our Class A Ordinary Shares.
Company was listed at Nasdaq Global Market since SPAC. Company received the notice of delisting due on the market cap issue. Company needs to keep the market cap over 35 million dollars. Company's share price decreased to 1.15 dollar per share. After 180 days, on February 11, 2025, Company applied the hearing regarding overcome the market cap defect. Company issue new 23 million new shares to acquire Too Express. In the meantime, company issue the 20 times voting power share to keep the control right. On April 30, 2025 Company received approval from Nasdaq to confirm that Company meet all of the criteria necessary for Nasdaq Capital Market to allow our class A ordinary shares to remain listed. Company's share started to trade on May 2, 2025 on the Nasdaq Capital Market. Subsequently, on October 15, 2025, we were notified by Nasdaq that our ordinary shares failed to maintain a minimum bid price of $1.00 over the preceding 30 consecutive business days as required by Nasdaq Listing Rule 5550(a)(2). We successfully regained compliance with this minimum bid price requirement, as confirmed by a notice from Nasdaq on November 18, 2025, after our closing bid price remained at or above $1.00 for 10 consecutive business days. Shortly thereafter, on December 12, 2025, we received a notification from Nasdaq indicating that we were not in compliance with the minimum Market Value of Listed Securities of US$35 million ("MVLS") requirement for continued listing on The Nasdaq Capital Market, and that we had a compliance period of 180 calendar days, or until June 10, 2026, to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(C). On January 23, 2026, we received a written notification from the Listing Qualifications Staff of Nasdaq stating that we had successfully regained compliance with the market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2), as the Staff determined that for the preceding 20 consecutive business days, from December 23, 2025, to January 22, 2026, our market value of listed securities had been $35,000,000 or greater. Although this specific matter is now closed and we successfully retained our Capital Market listing, as a listed company we remain subject to various ongoing listing standards, and we cannot assure you that we will continue to meet these rigorous requirements in the future. If our Class A Ordinary Shares are ultimately delisted from the Nasdaq Capital Market the Class A Ordinary Shares would likely then trade only in the over-the-counter market and the market liquidity of the Class A Ordinary Shares would be adversely affected and their market price could decrease. If the Class A Ordinary Shares were to trade on the over-the-counter market, selling the Class A Ordinary Shares could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our Class A Ordinary Shares are a "penny stock," which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for our company; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for the Class A Ordinary Shares and would substantially impair our ability to raise additional funds and could result in a loss of investor interest and fewer development opportunities for us.
- Share Price & Shareholder Rights - Risk 7The future sales of our Class A Ordinary Shares by our principal shareholders may adversely affect the market price of our Ordinary Shares.
Sales of a substantial number of our Class A Ordinary Shares in the public market by our principal shareholder could occur at any time. If our principal shareholders sell, or the market perceives that they intend to sell, substantial amounts of our Class A Ordinary Shares in the public market, the market price of our Class A Ordinary Shares would likely decline.
- Share Price & Shareholder Rights - Risk 8We may issue additional Class A Ordinary Shares or other equity or convertible debt securities without approval of our shareholders which would dilute existing ownership interests and may depress the market price of our Class A Ordinary Shares.
We may issue additional Class A Ordinary Shares or other equity or convertible debt securities of equal or senior rank in the future without approval of our shareholders. Our issuance of additional Class A Ordinary Shares or other equity or convertible debt securities of equal or senior rank would have the following effects: (1) our existing shareholders' proportionate ownership interest may decrease; (2) the amount of cash available per share, including for payment of dividends in the future, may decrease; (3) the relative voting power of each previously outstanding Class A Ordinary Shares may be diminished; and (4) the market price of our Class A Ordinary Shares may decline.
- Share Price & Shareholder Rights - Risk 9Concentration of ownership among our existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.
Our executive officers, directors and their affiliates as a group beneficially own approximately 56.15% of outstanding Class A Ordinary Shares and Class B Ordinary Shares (as defined herein). As a result, these shareholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, any amendment of our Charter and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholders.
- Share Price & Shareholder Rights - Risk 10We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: - the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; - the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; - the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and - the selective disclosure rules by issuers of material non-public information under Regulation FD. We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we publish our results on a semi-annual basis through press releases, distributed pursuant to the rules and regulations of the Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. domestic issuer. As a Cayman Islands exempted company that is listed on Nasdaq, we are subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from Nasdaq corporate governance listing standards, including, but not limited to, board of directors independent requirements, director nomination procedures, compensation committee matters. We are following our home country law instead of the Nasdaq listing rules that require us to obtain shareholder approval for certain dilutive events, such as certain transactions other than a public offering involving issuances of a 20% or greater interest in the company, and acquisitions of the stock or assets of another company. As a result, our shareholders may be afforded less protection than they otherwise would enjoy under Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. In addition, we also follow other home country practice in lieu of the requirements under Nasdaq listing rules with respect to certain corporate governance standards with respect to the following Nasdaq requirements: - Executive Sessions. We will not be required to and, in reliance on home country practice, we may not, comply with certain Nasdaq rules requiring our independent directors to meet in regularly scheduled executive sessions at which only independent directors are present. We will follow Cayman Islands practice which does not require independent directors to meet regularly in executive sessions separate from the full board of directors. - Proxy Statements. We will not be required to and, in reliance on home country practice, we may not, comply with certain Nasdaq rules regarding the provision of proxy statements for general meetings of shareholders. We will follow Cayman Islands practice which does not impose a regulatory regime for the solicitation of proxies. - Shareholder Approval. We will not be required to and, in reliance on home country practice, we do not intend to, comply with certain Nasdaq rules regarding shareholder approval for certain issuances of securities under Nasdaq Rule 5635. In accordance with the provisions of the Amended and Restated Memorandum and Articles of Association, our board of directors may issue securities in the Company, which may be comprised of whole or fractional shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or other securities in the Company, upon such terms as the directors may from time to time determine.
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