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Dividend Payment Policy

Dividend Payment Policy of aCommerce Group Co., Ltd. (the "Company")

The Board of Directors may consider the payment of annual dividend of the Company, which must then be submitted to the shareholders meeting for approval, except for interim dividend payments, which the Board of Directors has the authority to approve and report to the next shareholders' meeting.

The Company intends to use the earned profits on growth and re-investment while it is expanding and when there is opportunity for further expansion. Therefore, the Board of Directors has the power to consider not paying dividends or amend the dividend payment policy of the Company by taking in account the performance; financial status; liquidity; investment necessity; additional investment; business expansion; reserves for loan payment; cash flow of the Company; conditions and limitations specified in the facility agreement; and/or other management factors as the directors and/or shareholders deem appropriate. In this connection, the Board of Directors do not anticipate considering to pay any dividends in the foreseeable future. When the Company and the market is mature and the Company has sufficient cash, the Board of Directors will consider adopting a policy of paying dividends.

Dividend Payment Policy of a Subsidiary

Under the PLCA and our Articles of Association, we may not make any distribution of dividends other than out of our net profit after taxes and legal reserves and we cannot pay dividends if we have accumulated losses, even if we record a positive net profit for that year. Furthermore, the PLCA and our Articles of Association state that a public company limited is required to reserve an amount of at least 5% of the annual net profit after deduction of the accumulated loss (if any) as legal reserve fund until such legal reserve fund is equal to not less than 10% of the registered capital. In addition to the legal reserve fund, our Board of Directors may consider establishing other types of reserve funds as deemed appropriate, at their discretion. However, each distribution of dividends and each revision of our dividend policy shall take into account various factors referred to above and is subject to the discretion of our Board of Directors.

The directors of the subsidiary may consider annual dividend payments by the subsidiary, with the approval of a shareholders meeting of the subsidiary, except for interim dividend payments, which the directors of the subsidiary have the authority to approve from time to time if they are of the opinion that the subsidiary is profitable enough to do so, and report it to the next shareholders' meeting. In this regard, before the board of directors of the subsidiary consider any dividend payments, it must be approved by the Board of Directors of the Company.

The directors of the subsidiary will consider paying dividends based on many factors for the best interest of the shareholders. Such factors include performance; financial status; liquidity; the need for additional investment; business expansion; reserves for loan payment or cash flow of the company; conditions and limitations specified in the facility agreement; and other management factors, as the company's directors and/or shareholders deem appropriate.