WeShop Holdings Ltd. Class A (WSHP) Risk Analysis

We may from time to time modify the Shareback Rate offered to users for transactions with particular retailers, adjust referral rates, introduce multipliers or time-limited promotional incentives, or otherwise alter the economics of our rewards program in order to stimulate user growth, increase transaction volume, enhance brand awareness or achieve other strategic objectives. These initiatives may increase our costs or reduce our margins, particularly if higher reward levels are not offset by corresponding increases in commission revenue, transaction volume, retailer participation or other commercial benefits. Promotional increases in Shareback Rates or referral rates may also create user expectations regarding future reward levels. If we subsequently reduce or discontinue enhanced reward levels, our user engagement, transaction activity or overall platform growth could decline. In addition, the complexity of varying rates, multipliers and promotional structures may lead to user confusion, disputes or dissatisfaction, which could adversely affect our reputation and business. There can be no assurance that any changes to our rewards structure or promotional programs will result in increased user activity, higher revenues or improved long-term performance. If such initiatives fail to achieve their intended objectives or result in increased costs without commensurate benefits, our financial condition, results of operations and cash flows could be materially adversely affected.

We have had a history of losses since inception, and we may continue to incur losses. We expect to continue to increase our sales and marketing expenses, research and development expenses, and general and administrative expenses, and we cannot be certain that our revenues will continue to grow at the same pace, if at all. If our revenue growth does not continue, we may experience a loss in future periods, which could cause our share price to decline.

Our Class A ordinary shares are listed and traded on Nasdaq. However, there can be no assurance that an active, liquid and orderly trading market for our Class A ordinary shares will be sustained. If an active market is not maintained, the market price of our Class A ordinary shares may be depressed and shareholders may be unable to sell their shares at the times they desire or at prices they consider acceptable. In addition, an illiquid trading market could impair our ability to raise capital, motivate employees through equity incentive awards, and use our Class A ordinary shares as consideration in acquisitions. We cannot predict the prices at which our Class A ordinary shares will trade, and the market price of our Class A ordinary shares may fluctuate significantly in response to numerous factors, many of which are beyond our control. Because we completed a direct listing and did not conduct a firm-commitment underwritten initial public offering, there was no underwritten initial public offering price and our Class A ordinary shares have limited trading history. As a result, the trading price of our Class A ordinary shares may be more volatile than the shares of companies that have completed a firm-commitment underwritten initial public offering, particularly during periods of limited trading volume, order imbalances, or heightened market interest. In addition, to the extent that individual investors participate disproportionately in trading activity in our Class A ordinary shares, such participation may contribute to price volatility, including rapid increases or decreases in the trading price. If the trading price of our Class A ordinary shares rises to levels that investors determine are not sustainable based on their assessments of our business or prospects, the trading price may decline, potentially significantly and rapidly. In addition, short selling activity could create additional downward pressure on the trading price of our Class A ordinary shares. Additionally, the public price of our Class A ordinary shares could be subject to wide fluctuations in response to the risk factors described in this Annual Report and others beyond our control, including: - changes in the industries in which we operate;- variations in our operating performance and the performance of our competitors in general;- actual or anticipated fluctuations in our quarterly or annual operating results;- publication of research reports by securities analysts about us or our competitors or our industry;- the public's reaction to our press releases, our other public announcements and our filings with the SEC;- our failure or the failure of our competitors to meet analysts' projections or guidance that we or our competitors may give to the market;- additions and departures of key personnel;- changes in laws and regulations affecting our business;- commencement of, or involvement in, litigation involving us;- changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;- the volume of our Class A ordinary shares available for public sale; and - general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism. In addition, securities exchanges have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Share prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. These fluctuations may be more pronounced given the limited trading history of our Class A ordinary shares and may be particularly acute during periods of limited liquidity or heightened market interest. In the past, shareholders have instituted securities class action litigation following periods of market volatility.. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.

Our Class A ordinary shares are listed and traded on Nasdaq. Future sales of substantial amounts of our Class A ordinary shares, or the perception that such sales may occur, could adversely affect the market price of our Class A ordinary shares. Sales by existing shareholders (including pursuant to Rule 144 under the Securities Act) could result in increased supply in the public market and could cause the trading price of our Class A ordinary shares to decline. Conversely, if relatively few shares are available for trading, the trading price of our Class A ordinary shares may rise to levels that are not sustainable and may be subject to significant volatility. In addition, the liquidity of our Class A ordinary shares may be affected by the concentration of share ownership, the willingness of shareholders to sell, and the level of participation by institutional investors. Accordingly, an active, liquid and orderly trading market for our Class A ordinary shares may not be sustained, which could significantly depress the trading price of our Class A ordinary shares and/or result in significant volatility, which could affect your ability to sell your Class A ordinary shares. The trading market for our Class A ordinary shares has a limited history, and investors may have difficulty evaluating our business and prospects, which may contribute to volatility in the trading price. In addition to the dilutive effect on the voting power and value of our Class A ordinary shares, the foregoing structure of our capital shares may render our Class A ordinary shares ineligible for inclusion in certain securities market indices, and thus adversely affect the price and liquidity of, and public sentiment regarding, our Class A ordinary shares or other securities.

The issuance of Class A ordinary shares pursuant to the Shareback Plan will have an ongoing dilutive effect on our existing shareholders. If the WeShop Community Trust issues all of the ordinary shares held for the Shareback Plan, such shares would account for fifty percent of the currently issued and outstanding Class A ordinary shares (assuming no additional issuances of Class A ordinary shares). Our amended and restated memorandum and articles of association ("Memorandum and Articles") authorize us to issue Class A ordinary shares and options, rights, warrants and appreciation rights relating to our Class A ordinary shares for the consideration and on the terms and conditions established by our board of directors in its sole discretion. We may issue a significant number of Class A ordinary shares in the future in connection with investments, acquisitions or other strategic transactions. We may continue to make grants under our 2022 Employee Share Option Plan and may amend, expand or adopt additional equity incentive plans in the future. In addition, we may grant new performance-based equity awards or expand existing performance incentive arrangements for management and other service providers, which may result in the issuance of additional Class A ordinary shares. Any of these issuances could dilute our existing shareholders, and such dilution could be significant. For more information, see "Capitalization." Moreover, such dilution could have a material adverse effect on the market price of our Class A ordinary shares. In addition, we may issue Class A ordinary shares to consultants, advisors, brand ambassadors or other strategic partners in connection with marketing, promotional, advisory or other strategic arrangements, whether pursuant to existing incentive plans or separate contractual arrangements approved by our board of directors. Such issuances may be significant and may not involve cash consideration. Any such issuances would dilute existing shareholders and could adversely affect the market price of our Class A ordinary shares. Although we expect that any such equity-based arrangements would be structured to align incentives with the long-term growth of our business, including through the use of performance-based conditions and strategic objectives, there can be no assurance that these arrangements will result in increased shareholder value. Future issuances of equity securities, whether under these arrangements or otherwise, could adversely affect the market price of our Class A ordinary shares and may result in substantial dilution to existing shareholders. The future issuance of preferred shares with voting rights could adversely affect the voting power of holders of our Class A ordinary shares. This may occur through dilution if the preferred shares vote together with the Class A ordinary shares as a single class, or through the ability of preferred shareholders to block actions requiring a separate class vote, even where approved by holders of our Class A ordinary shares.

Our Memorandum and Articles contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions will include limitations on the ability of shareholders who own more than 15% of voting securities (which were acquired after the listing date) to effectuate a business combination, a staggered board of directors, the ability of the board of directors to designate the terms of and issue new series of preferred shares, and the fact that only holders of our Class A ordinary shares are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Our Memorandum and Articles provide that unless we consent in writing to the selection of an alternative forum, the courts of the British Virgin Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our Memorandum and Articles or otherwise related in any way to each shareholder's shareholding in us, including but not limited to (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the BVI Business Companies Act, Revised Edition, 2020 ("BVI Act") or our Memorandum and Articles, or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States of America) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the British Virgin Islands over all such claims or disputes. This forum selection provision in our Memorandum and Articles will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States of America, the sole and exclusive forum for determination of such a claim. Our Memorandum and Articles provide that the federal district courts in the United States shall be the exclusive forum for claims against us under the Securities Act and the Exchange Act. Our Memorandum and Articles also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the British Virgin Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the British Virgin Islands as exclusive forum. These choice of forum provisions may increase a shareholder's cost and limit the shareholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our ordinary shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions. The Securities Act provides that state courts and federal courts shall have concurrent jurisdiction over claims under the Securities Act, and the enforceability of similar choice of forum provisions in other companies' charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in our Memorandum and Articles to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our business and financial performance.

We are an "emerging growth company," as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) having the option of delaying the adoption of certain new or revised financial accounting standards, (iii) reduced disclosure obligations regarding executive compensation in this Annual Report and our periodic reports and proxy statements and (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. Further, pursuant to Section 107 of the JOBS Act, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. We will remain an emerging growth company until the earliest of (i) five years from the date of our initial public offering, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which we are deemed to be a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Class A ordinary shares held by non-affiliates was $700.0 million or more as of the last business day of the second fiscal quarter of such year or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. It is possible that some investors will find our Class A ordinary shares less attractive as a result of the foregoing, which may result in a less active trading market for our Class A ordinary shares and higher volatility in our share price.

As of April 20, 2026, our executive officers, directors and five percent or greater shareholders and their respective affiliates beneficially own, in the aggregate, approximately 87% of our outstanding Class A ordinary shares, including shares issuable upon the exercise of options and warrants exercisable within 60 days of such date. As a result, these shareholders, if acting together, have the ability to exert significant influence over, and in certain circumstances control, matters requiring shareholder approval, including the election of directors, amendments to our organizational documents and approval of mergers, asset sales or other significant corporate transactions. This concentration of ownership may prevent or discourage unsolicited acquisition proposals or offers for our Class A ordinary shares that you or other shareholders may feel are in your or their best interest as one of our shareholders.

If a United States person is treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting power of our ordinary shares, such person may be treated as a "United States shareholder" with respect to us and each of our controlled foreign corporation ("CFC") subsidiaries (if any). A United States shareholder of a CFC may be required to report annually and include in its U.S. taxable income its pro rata share of "Subpart F income," "global intangible low-taxed income," and investments in U.S. property by CFCs, regardless of whether we make any distributions. An individual that is a United States shareholder with respect to a CFC generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation. Failure to comply with these reporting obligations may subject a United States shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such shareholder's U.S. federal income tax return for the year for which reporting was due from starting. We cannot provide any assurances that we will assist investors in determining whether we are or any of our non-U.S. subsidiaries is treated as CFC or whether any investor is treated as a United States shareholder with respect to any such CFC or furnish to any United States shareholder information that may be necessary to comply with the above reporting and tax paying obligations. The United States Internal Revenue Service has provided limited guidance on situations in which investors may rely on publicly available information to comply with their reporting and tax paying obligations with respect to foreign-controlled CFCs. A United States investor should consult its advisors regarding the potential application of these rules to an investment in our Class A ordinary shares.

We would be a passive foreign investment company ("PFIC"), for any taxable year if, after the application of certain look-through rules, either: (i) 75% or more of our gross income for such year is "passive income" (as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended) (the "Code"); or (ii) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. If we are treated as a PFIC, adverse U.S. federal income tax consequences could apply to a U.S. Holder (as defined in the section titled "Taxation-Material United States Federal Income Tax Considerations for U.S. Holders") if we are treated as a PFIC for any taxable year during which such U.S. Holder holds our Class A ordinary shares. U.S. Holders are urged to consult their tax advisors about the potential application of the PFIC rules to their investment in our Class A ordinary shares.

Pursuant to Nasdaq Listing Rules 5550(a) and 5550(b)(1), the Company must maintain at least $2.5 million in shareholders' equity and have 500,000 publicly held shares, $1 million in publicly held securities, a minimum $1 bid price, 300 public holders, and two market makers. If we fail to comply with any of these requirements and fail to meet the criteria of another listing standard pursuant to Nasdaq Listing Rules 5550(a) and either 5550(b)(2) or 5550(b)(3), then we may be delisted from Nasdaq. Any non-compliance may be costly, divert management's time and attention, and could have a material adverse effect on our business, reputation, financing, and results of operation. A delisting could substantially decrease trading in the Class A ordinary shares, adversely affect the market liquidity of the Class A ordinary shares as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws, materially adversely affect its ability to obtain financing on acceptable terms, if at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities. The market price of our Class A ordinary shares may decline further, and shareholders may lose some or all of their investment. If we are delisted, the Class A ordinary shares transferred from the WeShop Community Trust to our users pursuant to the Shareback Plan will be less attractive. This could force us to adopt a rewards program such as cash back, which may adversely affect our ability to attract and retain users and damage our business and results of operation.

As a foreign private issuer, we are exempted from certain corporate governance requirements of Nasdaq. We are required to provide a brief description of the significant differences between our corporate governance practices and Nasdaq corporate governance practices required to be followed by domestic U.S. companies listed on Nasdaq. The standards applicable to us are considerably different from the standards applied to domestic U.S. issuers. For instance, we are not required to: - have a majority of the board of directors be independent (although all of the members of the audit committee must be independent under the Securities Act);- have a compensation committee or a nominating or corporate governance committee consisting entirely of independent directors; or - have regularly scheduled executive sessions with only independent directors. We intend to continue to rely on these exemptions. As a result, holders of our Class A Ordinary Shares may not be provided with the benefits of certain corporate governance requirements of Nasdaq.

We are incorporated under the laws of the British Virgin Islands. Most of our assets are located outside the United States. Furthermore, most of our directors and officers and the experts named in this Annual Report reside outside the United States, and most of their assets are located outside the United States. As a result, you may find it difficult to effect service of process within the U.S. upon these persons or to enforce outside the U.S. judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for you to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult or impossible for an investor to bring an action in a British Virgin Islands court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons. As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the British Virgin Islands, courts in the British Virgin Islands will not automatically recognize and enforce a final judgment rendered by a U.S. court. Any final and conclusive monetary judgment obtained against us in U.S. courts, for a definite sum, may be treated by the courts of the British Virgin Islands as a cause of action in itself so that no retrial of the issued would be necessary, provided that in respect of the U.S. judgment: - the U.S. court issuing the judgment had jurisdiction in the matter and we either submitted to such jurisdiction or were resident or carrying on business within such jurisdiction and were duly served with process;- the judgment given by the U.S. court was not in respect of multiple damages, penalties, taxes, fines or similar fiscal or revenue obligations of ours;- in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;- recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy of the British Virgin Islands;- no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the British Virgin Islands;- the proceedings pursuant to which judgment were obtained did not contravene the rules of natural justice of the British Virgin Islands; and - there is due compliance with the correct procedures under the laws of the British Virgin Islands.

We are a company incorporated under the laws of the British Virgin Islands. As a result, it may be difficult for investors to enforce judgments obtained in the United States courts against us or our directors or officers. Our corporate affairs will be governed by our Memorandum and Articles, the BVI Act and the common law of the British Virgin Islands. Under our Memorandum and Articles, we indemnify and hold our directors harmless against all claims and suits brought against them, subject to limited exceptions-the person must have acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person must have had no reasonable cause to believe that their conduct was unlawful. Under our Memorandum and Articles, to the extent allowed by law, the rights and obligations among or between us, any of our current or former directors, officers and employees and any current or former shareholder will be governed exclusively by the laws of the British Virgin Islands and subject to the exclusive jurisdiction of the British Virgin Islands courts, unless those rights or obligations do not relate to or arise out of their capacities as such. This exclusive jurisdiction may limit the shareholders' ability to bring a claim against us in a jurisdiction that they consider favorable to them in disputes with us. In addition, it may be costlier for shareholders to present claims in the courts located in the British Virgin Islands, which could discourage such claims. Nevertheless, our shareholders will not be deemed to have waived their rights related to our compliance with U.S. federal securities laws and the rules and regulations thereunder applicable to foreign private issuers. Although there is doubt as to whether U.S. courts would enforce this provision in an action brought in the United States under U.S. securities laws, this provision could make enforcing judgments obtained outside the British Virgin Islands more difficult to enforce against our assets in the British Virgin Islands or jurisdictions that would apply British Virgin Islands law. There may be less publicly available information about us than is regularly published by or about U.S. issuers. Also, the British Virgin Islands regulations governing the securities of British Virgin Islands companies are not as extensive as those in effect in the United States, and the British Virgin Islands law and regulations in respect of corporate governance matters may not be as protective of minority shareholders as state corporation laws in the United States. Therefore, you may have more difficulty protecting your interests in connection with actions taken by us, our directors and officers or our principal shareholder than you would as a shareholder of a corporation incorporated in the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the statutory and fiduciary responsibilities of our directors to us under British Virgin Islands law are governed by the BVI Act and the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived from English common law, and while the decisions of the English courts are of persuasive authority, they are not binding on a court in the British Virgin Islands. The rights of our shareholders and the statutory and fiduciary responsibilities of our directors under British Virgin Islands law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, while statutory provisions do exist in British Virgin Islands law for derivative actions to be brought in certain circumstances, such actions require the permission of a court in the British Virgin Islands and shareholders in British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a British Virgin Islands company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The British Virgin Islands courts are also unlikely: - to recognize or enforce against us judgments of courts of the U.S. based on certain civil liability provisions of U.S. securities laws where that liability is in respect of penalties, taxes, fines or similar fiscal or revenue obligations of ours; and - to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature. As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by us, our board of directors, our management or our principal shareholder than they would as public shareholders of a U.S. company. For a discussion of certain differences between the provisions of the BVI Act, remedies available to shareholders and the laws applicable to companies incorporated in the United States and their shareholders, see "Description of Shares and Memorandum and Articles of Association––Differences in Corporate Law."

The Shareback registration statement must be updated from time to time to remain available for redemptions of WePoints for Class A ordinary shares delivered by the WeShop Community Trust. Because the prior Shareback registration statement must be updated to include our audited financial statements for the year ended December 31, 2025 before it may be used again, holders located in the United States may not currently be able to redeem WePoints for Class A ordinary shares under that registration statement until the updated registration statement is filed and becomes effective. There can be no assurance as to the timing of any such update or effectiveness, or that the Shareback registration statement will remain continuously effective thereafter. Any delay in updating, filing, obtaining effectiveness of, or maintaining an effective registration statement could delay or prevent redemptions of WePoints by U.S. holders, reduce the attractiveness of the Shareback Plan to existing or prospective users, harm user engagement and confidence in our platform, and adversely affect our business, results of operations and financial condition.

You will not have complete control over the exact timing of the redemption of a WePoint or the price of Class A ordinary shares at the time you redeem a WePoint. We intend to award WePoints based on the previous day's VWAP of our Class A ordinary shares. Therefore, the price at which you receive WePoints may have no relation to the price of our Class A ordinary shares at the time you transact on the WeShop platform. Furthermore, you will only be able to redeem WePoints for our Class A ordinary shares initially until at least 395 days after such WePoints are first awarded. The price of our Class A ordinary shares at the time you redeem WePoints may be lower than when you were awarded the WePoints. This could result in the realization of substantially fewer benefits to participants than what you may expect.

Subject to applicable laws and rules, all communications will be made electronically, either via email, email notification to access online information, or as otherwise contemplated herein. As a result, you should not expect to receive communications through the mail. Electronic communications will include, among others, confirmations of transactions, account statements, annual reports, proxy materials and shareholder communications, notices of modifications of. Generally, the only way to get paper copies of these communications is to print them from a computer. Regular and continuous Internet access is required to access all communications relating to your WePoints.

The U.S. federal income tax treatment of the receipt of WePoints and the redemption of WePoints for our Class A ordinary shares is unclear. While not free from doubt, it is possible that the receipt of WePoints and/or the redemption of WePoints for our Class A ordinary shares may be treated as taxable to you. Additionally, your participation in the Shareback Plan may increase the complexity of your tax filings. See "Taxation -Material United States Federal Income Tax Considerations for U.S. Holders," below.