UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 20-F/A
(Amendment No. 1)



| | ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------------

OR



| | ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2013
| | - | -------------------------------------------------------------------------------------------------------------------------------

OR



| | ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

OR



| | ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | -------------------------------------------------------------------------------------------



Date of event requiring this shell company
report:



For the transition period from ________
to ________



Commission file number: 001-35105

__________



PRIME ACQUISITION CORP.(Exact name of the Registrant as specified in its charter)

__________



Cayman Islands
(Jurisdiction of incorporation or organization)



No. 322, Zhongshan East RoadShijiazhuangHebei Province, 050011People’s Republic of China
(Address of principal executive offices)



William Tsu-Cheng YuNo. 322, Zhongshan East RoadShijiazhuangHebei Province, 050011People’s Republic of ChinaTelephone: 408-431-7286Fax No.: 650-618-2552
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

__________

Securities registered or to be registered
pursuant to Section 12(b) of the Act: None



Securities registered or to be registered
pursuant to Section 12(g) of the Act:

Ordinary SharesUnitsWarrants

(Title of Class)



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act: None.



On September 8, 2014, the issuer
had 3,179,721 ordinary shares outstanding.



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒



If this report is an annual or transition
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. Yes ☒   No ☐



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒   No  ☐



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes ☒   No ☐



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act.

|☐ Large Accelerated filer | ☐ Accelerated filer | ☒ Non-accelerated filer
|------------------------- | ------------------- | -----------------------

Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:

|☐  US GAAP | ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board | ☐  Other
|---------- | - | ----------------------------------------------------------------------------------------------------- | --------



If “Other” has been checked
in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17   ☐ Item  18



If this is an annual report, indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐
 No  ☒











Explanatory Note



This Amendment No. 1 to the Annual Report
on Form 20-F of Prime Acquisition Corp. (the “Company”), is being filed solely to amend Item 19 to include the management
certifications that were inadvertently omitted from the originally filed report. Except as indicated above, no other changes have
been made to the Annual Report on Form 20-F.

























|PART I   |                                                       | 2                                                       
|-------- | ----------------------------------------------------- | --------------------------------------------------------
|ITEM 1.  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 2                                                       
|ITEM 2.  | OFFER STATISTICS AND EXPECTED TIMETABLE               | 2                                                       
|ITEM 3.  | KEY INFORMATION                                       | 2                                                       
|         | A.                                                    | Selected Financial Data                                 
|         | B.                                                    | Capitalization and Indebtedness                         
|         | C.                                                    | Reasons for the Offer and Use of Proceeds               
|         | D.                                                    | Risk Factors                                            
|ITEM 4.  | INFORMATION ON THE COMPANY                            | 13                                                      
|         | A.                                                    | History and Development of the Company                  
|         | B.                                                    | Business Overview                                       
|         | C.                                                    | Organizational Structure                                
|         | D.                                                    | Property, Plant and Equipment                           
|ITEM 4A. | UNRESOLVED STAFF COMMENTS                             | 18                                                      
|ITEM 5.  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS          | 18                                                      
|ITEM 6.  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES            | 23                                                      
|         | A.                                                    | Directors and Senior Management                         
|         | B.                                                    | Compensation                                            
|         | C.                                                    | Board Practices                                         
|         | D.                                                    | Employees                                               
|         | E.                                                    | Share Ownership                                         
|ITEM 7.  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS     | 27                                                      
|         | A.                                                    | Major Shareholders                                      
|         | B.                                                    | Related Party Transactions                              
|         | C.                                                    | Interests of Experts and Counsel                        
|ITEM 8.  | FINANCIAL INFORMATION                                 | 30                                                      
|         | A.                                                    | Consolidated Statements and Other Financial Information.
|         | B.                                                    | Significant Changes.                                    
|ITEM 9.  | THE OFFER AND LISTING                                 | 30                                                      
|         | A.                                                    | Offer and Listing Details.                              
|         | B.                                                    | Plan of Distribution                                    
|         | C.                                                    | Markets                                                 
|         | D.                                                    | Selling Shareholders                                    
|         | E.                                                    | Dilution                                                
|         | F.                                                    | Expenses of the Issue                                   
|ITEM 10. | ADDITIONAL INFORMATION                                | 31                                                      
|         | A.                                                    | Share Capital                                           
|         | B.                                                    | Memorandum and Articles of Association                  
|         | C.                                                    | Material Contracts                                      
|         | D.                                                    | Exchange controls                                       
|         | E.                                                    | Taxation                                                
|         | F.                                                    | Dividends and paying agents                             
|         | G.                                                    | Statement by Experts                                    
|         | H.                                                    | Documents on Display                                    
|         | I.                                                    | Subsidiary Information                                  





i









|ITEM
    11. | QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                | 44                                                                     
|------------ | ---------------------------------------------------------------------------- | -----------------------------------------------------------------------
|ITEM 12.     | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 47                                                                     
|             |                                                                              |                                                                        
|PART II      |                                                                              |                                                                        
|ITEM 13.     | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              | 47                                                                     
|ITEM 14.     | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 47                                                                     
|             | A.                                                                           | Use of Proceeds                                                        
|ITEM 15.     | CONTROLS AND PROCEDURES                                                      | 48                                                                     
|             | A.                                                                           | Disclosure Controls and Procedures                                     
|             | B.                                                                           | Management’s Annual Report on Internal Control Over Financial Reporting
|ITEM 16.     | [RESERVED]                                                                   | 49                                                                     
|ITEM 16A.    | AUDIT COMMITTEE FINANCIAL EXPERT.                                            | 49                                                                     
|ITEM 16B.    | CODE OF ETHICS.                                                              | 49                                                                     
|ITEM 16C.    | PRINCIPAL ACCOUNTANT FEES AND SERVICES.                                      | 49                                                                     
|ITEM 16D.    | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.                  | 49                                                                     
|ITEM 16E.    | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.      | 49                                                                     
|ITEM 16F.    | CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.                               | 49                                                                     
|ITEM 16G.    | CORPORATE GOVERNANCE                                                         | 49                                                                     
|ITEM 16H.    | MINE SAFETY DISCLOSURE                                                      
|             |                                                                              |                                                                        
|PART III     |                                                                              |                                                                        
|ITEM 17.     | FINANCIAL STATEMENTS                                                         | 50                                                                     
|ITEM 18.     | FINANCIAL STATEMENTS                                                         | 50                                                                     
|ITEM 19.     | EXHIBITS                                                                     | 50                                                                     





ii





CERTAIN INFORMATION



Except where
the context requires otherwise and for purposes of this report only:



| | · | “Prime,” “we,” “us,” “our company,” “the
Company”, or “our,” refers to Prime Acquisition Corp., a company with limited liability incorporated in the Cayman
Islands;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “Business Combination” refer to the acquisition by Prime of entities owning 11 commercial
real estate properties in Italy on September 30, 2013.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “IPO” or “initial public offering” refer to the Company’s initial
public offering pursuant to its prospectus, dated March 24, 2011, which was consummated on March 30, 2011;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “shares” or “ordinary shares” refers to our ordinary shares, par value
$0.001 per share;
| | - | ----------------------------------------------------------------------------------------



| | · | “Group” refers to Prime Acquisition Corp., and its subsidiaries acquired on the closing
of Business Combination on September 30, 2013;
| | - | --------------------------------------------------------------------------------------------------------------------------------------



| | · | “Manager” refers to BHN LLC, our former manager; and
| | - | ----------------------------------------------------



| | · | all discrepancies in any table between the amounts identified as total amounts and the sum of the
amounts listed therein are due to rounding.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



FORWARD-LOOKING
STATEMENTS



The statements
contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include,
but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example,
statements about our:



| | · | Continued compliance with government regulations;
| | - | -------------------------------------------------



| | · | Changing legislation or regulatory environments;
| | - | ------------------------------------------------



| | · | Requirements or changes affecting the businesses in which we are engaged;
| | - | -------------------------------------------------------------------------



| | · | Industry trends, including factors affecting supply and demand;
| | - | ---------------------------------------------------------------



| | · | Labor and personnel relations;
| | - | ------------------------------



| | · | Credit risks affecting the combined business’ revenue and profitability;
| | - | ------------------------------------------------------------------------



| | · | Changes in the real estate industry;
| | - | ------------------------------------



| | · | Our ability to effectively manage Prime’s growth, including implementing effective controls
and procedures and attracting and retaining key management and personnel;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Changing interpretations of generally accepted accounting principles;
| | - | ---------------------------------------------------------------------



| | · | public securities’ limited liquidity and trading;
| | - | -------------------------------------------------



| | · | General economic conditions; and
| | - | --------------------------------



| | · | Other relevant risks detailed in Prime’s filings with the Securities and Exchange Commission.
| | - | ---------------------------------------------------------------------------------------------



1







The forward-looking
statements contained in this report are based on our current expectations and beliefs concerning future developments and their
potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk
Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except
as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude
that previously disclosed projections are no longer reasonably attainable.



PART
I



| | ITEM 1. | IDENTITY
OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
| | ------- | -----------------------------------------------------



Not Required.



| | ITEM 2. | OFFER
STATISTICS AND EXPECTED TIMETABLE
| | ------- | ---------------------------------------



Not required.



| | ITEM
                          3. | KEY
                                         INFORMATION
| | --------------------------------- | --------------------------------------------------------



|A. |  | Selected
                                         Financial Data
|-- |  | ----------------------------------------------------------------



Prime Acquisition Corp.
Selected Financial Data



Following
the Business Combination, Prime is considered to be our predecessor for accounting purposes, as further described in Item 18 of
this report. The following selected consolidated financial data have been derived from our consolidated financial statements as
of December 31, 2013 and 2012 and for the years ended December 31, 2013 and 2012, which are included elsewhere in this report.
The consolidated financial statements for December 31, 2013 and 2012 are the first the Company has prepared and presented in accordance
with IFRS and its related interpretations. The financial statements for December 31, 2012 were previously prepared in
US GAAP, but converted in accordance with IFRS. The results of operations in any period may not necessarily be indicative of the
results that may be expected for any future period. See “Risk Factors” included elsewhere in this report. The selected
consolidated financial information as of December 31, 2013 and 2012 should be read in conjunction with those consolidated financial
statements and the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” included elsewhere in this report.



|                                                                           |  | As of December 31, |             |   | As of December 31, |  
|-------------------------------------------------------------------------- |  | ------------------ | ----------- | - | ------------------ | -
|Balance Sheet Data                                                         |  | 2013               |             |   | 2012               |  
|Working capital                                                            |  | $                  | (18,446,724 | ) |                    | $
|Total assets                                                               |  |                    | 81,035,776  |   |                    |  
|Total liabilities                                                          |  |                    | 73,436,379  |   |                    |  
|Value of ordinary shares which may be redeemed for cash ($10.02 per share) |  |                    | –           |   |                    |  
|Shareholders’ equity                                                       |  |                    | 7,599,397   |   |                    |  



2







|Selected statement
    of operation data: |  | For
    the year ended December 31, 2013 |            |  | For
    the year ended December 31, 2012 |  
|----------------------------------------- |  | ---------------------------------------- | ---------- |  | ---------------------------------------- | -
|Revenues                                  |  | $                                        | 1,522,986  |  |                                          | $
|Operating expenses                        |  |                                          | 6,657,571  |  |                                          |  
|Total operating expenses                  |  |                                          | 6,657,571  |  |                                          |  
|Net loss                                  |  |                                          | 10,880,259 |  |                                          |  



| | B. | Capitalization and Indebtedness
| | -- | -------------------------------



Not required.



| | C. | Reasons for the Offer and Use of Proceeds
| | -- | -----------------------------------------



Not required.



| | D. | Risk Factors
| | -- | ------------



An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this annual report before making a decision to invest in our securities. If any of the
following events occur, our business, financial condition and operating results may be materially adversely affected. In that event,
the trading price of our securities could decline and you could lose all or part of your investment.



Risk
Factors Relating to Our Business



Prior
to becoming members of our management team, no member of our management team had direct experience in operating businesses such
as ours, which could lead to errors in the management of the business.



Prior
to becoming our officers and directors, our management team had no direct experience in operating real estate assets and will rely
on third party managers to operate the real estate properties. This lack of experience could lead to errors in managing the company,
which could harm our results of operations.



Current
economic conditions and the global tightening of credit may adversely the financial condition of our business.



Since
the onset of the “credit crisis” in mid-2007, the number of banks advancing new loans against Southern European properties
has fallen substantially and that decline, together with a tightening of lending policies, has resulted in a significant contraction
in the amount of debt available to fund re-financings, acquisitions, developments and other commercial real estate investments.
There can be no assurance that the continuation of current economic conditions will not affect our real estate properties. For
example, such properties could experience higher levels of vacancy than anticipated, which could adversely impact the financial
performance of our company.



3







As
a foreign private issuer, we are exempt from certain rules that are applicable to U.S. companies and you may receive less information
about us and our operations than you would receive if such agreements were not waived or we were a U.S. company.



As
a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements
to shareholders, and our executive officers, directors and principal shareholders are exempt from certain of the reporting and
short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the
Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose
securities are registered under the Exchange Act. Therefore you may receive less information about us than you would receive if
we were a U.S. company.



Because
we are incorporated under the laws of the Cayman Islands, you may face difficulty protecting your interests, and your ability to
protect your rights through the U.S. federal courts may be limited.



We
are a company incorporated under the laws of the Cayman Islands, and certain of our assets are located outside the United States.
As a result, it may be difficult for investors to effect service of process within the United States in a way that will permit
a U.S. court to have jurisdiction over us.



We
are incorporated as a Cayman Islands exempted company. A Cayman Islands exempted company:



| | · | is a company that conducts its business outside the Cayman Islands;
| | - | -------------------------------------------------------------------



| | · | is exempted from certain requirements of the Cayman Companies Law, including the filing of an annual
return of its shareholders with the Registrar of Companies;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | does not have to make its register of shareholders open to inspection; and
| | - | --------------------------------------------------------------------------



| | · | may obtain an undertaking against the imposition of any future taxation.
| | - | ------------------------------------------------------------------------



Our
corporate affairs are governed by our Articles of Association, the Companies Law of the Cayman Islands, as the same may be supplemented
or amended from time to time, which we refer to herein as the Companies Law, and the common law of the Cayman Islands. The rights
of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our
directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law
of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands, as well as from English
common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The
rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established
as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman 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, Cayman Islands companies may not have standing to initiate
a shareholder derivative action in a federal court of the United States.



The
Cayman Islands courts are also unlikely:



| | · | to recognize or enforce against us judgments of courts of the United States based on certain civil
liability provisions of U.S. securities laws; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | · | to impose liabilities against us, in original actions brought in the Cayman Islands, based on certain
civil liability provisions of U.S. securities laws that are penal in nature.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4







There
is no statutory recognition in the Cayman Islands of judgments obtained in the United States. We have been advised by Conyers Dill
& Pearman, our counsel as to Cayman Islands law, that (i) they are unaware of any proceedings that have been brought in the
Cayman Islands to enforce judgments of the courts in the United States or to impose liabilities based on the civil liability provisions
of the securities laws of the United States or any state in the United States; (ii) a final and conclusive judgment in the federal
or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines,
penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands under the
common law doctrine of obligation; and (iii) because it is uncertain whether a Cayman Islands court would determine that a judgment
of a U.S. court based on the civil liability provisions of the securities laws of the United States or any state in the United
States is in the nature of a penalty, it is uncertain whether such a liability judgment would be enforceable in the Cayman Islands.
The Grand Court of the Cayman Islands may stay proceedings if concurrent proceedings are being brought elsewhere.



Because
some of our directors and officers reside, and all of the tour assets are held, outside of the United States, it may be difficult
for you to enforce your rights against them or to enforce U.S. court judgments against them outside the United States.



Some
of our directors and officers reside, and all of our assets are held, outside of the United States. As a result, it may be necessary
to comply with local law in order to obtain an enforceable judgment against certain of our directors and officers and assets. It
may therefore be difficult for investors in the United States to enforce their legal rights, to effect service of process upon
our directors or officers outside of the United States or to enforce judgments of U.S. courts predicated upon civil liabilities
and criminal penalties of our directors and officers under U.S. federal securities laws. Further, it is unclear if extradition
treaties now in effect between the United States and certain countries would permit effective enforcement of criminal penalties
of the U.S. federal securities laws.



Our
Ordinary shares may be subject to the SEC’s penny stock rules, broker-dealers may experience difficulty in completing
customer transactions and trading activity in our securities may be adversely affected.



Because
we have net tangible assets of less than $5,000,000 or less and our Ordinary shares have a market price per share of
less than $5.00, transactions in our Ordinary shares may be subject to the “penny stock” rules promulgated under the
Securities Exchange Act of 1934. Under these rules, broker-dealers who recommend such securities to persons other than institutional
accredited investors must:



| | · | make a special written suitability determination for the purchaser;
| | - | -------------------------------------------------------------------



| | · | receive the purchaser’s written agreement to the transaction prior to sale;
| | - | ---------------------------------------------------------------------------



| | · | provide the purchaser with risk disclosure documents which identify certain risks associated with
investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s
legal remedies; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has
actually received the required risk disclosure document before a transaction in a “penny stock” can be completed.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If
our Ordinary shares become subject to these rules, broker-dealers may find it difficult to effectuate customer transactions and
trading activity in our securities may be adversely affected. As a result, the market price of our securities may be depressed,
and you may find it more difficult to sell our securities.



5







We
may qualify as a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax
consequences to U.S. investors.



In
general, we will be treated as a PFIC for any taxable year in which either (1) at least 75% of our gross income (looking through
certain 25% or more-owned corporate subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking
through certain 25% or more-owned corporate subsidiaries) is attributable to assets that produce, or are held for the production
of, passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, and gains from
the disposition of passive assets. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included
in the holding period of a U.S. Holder (as defined in the section of this offer letter captioned “Material U.S. Federal
Income Tax Consequences”) of our securities, the U.S. Holder may be subject to increased U.S. federal income tax liability
and may be subject to additional reporting requirements. We have not performed an analysis as to our PFIC status for our 2013
taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our 2013 taxable year or any subsequent
taxable year. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules. For
a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see the section of this offer letter
captioned “Material U.S. Federal Income Tax Consequences — U.S. Holders — Passive Foreign Investment Company
Rules.”



Risk
Factors Relating to Prime’s Business



Our
current portfolio of real estate properties is geographically concentrated in Italy, and factors affecting the local economy could
reduce our revenues.



Our
current portfolio of real estate properties is geographically concentrated in Italy, specifically in Milan and its immediate surroundings.
Therefore, any adverse effect on the local economy could impact our tenants' ability to continue to meet their rental obligations
or otherwise adversely affect the average size of our tenant base, which could reduce revenues.



Any
downturn in the office, commercial and industrial sectors of the real estate industry, or the industries of our tenants, could
reduce our revenues and the value of our properties.



Our
properties are concentrated in the office, commercial, industrial and logistics sectors and our tenants are mainly retail, office
and industrial tenants. Any economic downturns in the office, commercial and industrial and logistics sectors may make us susceptible
to adverse events to a greater extent than if our properties included greater diversification into other sectors of the real estate
industry. Likewise, the concentration of our tenants in certain industries, and the fact that we have a couple of very large tenants
(namely, LabLaw, a labor law firm, and Microelettrica Scientifica, producing braking systems for trucks and trains), could adversely
impact us if those industries or significant tenants experience a downturn. This could result in a reduction in our revenues and
the value of our properties.



Litigation
against certain of our subsidiaries may result in liabilities to the combined company, which could adversely affect our results
of operation and cash flows.



Certain
of our subsidiaries have lawsuits pending against them (see page 15 for a description of the lawsuits). Such lawsuits could result
in significant legal fees to us and reduce our net income and cash flows. In addition, if any of such pending litigations are
resolved against us, we could be required to make significant cash payments, again reducing its cash flows and net income.





6







We
face possible adverse changes in tax laws, which may result in an increase in our tax liability.



From
time to time changes in tax laws or regulations are enacted, which may result in an increase in our tax liability. The shortfall
in tax revenues governments in recent years may lead to an increase in the frequency and size of such changes. If such changes
occur, we may be required to pay additional taxes on our assets or income. These increased tax costs could adversely affect our
financial condition and results of operations and the amount of cash available for payment of dividends.



We
may change our policies without obtaining the approval of our shareholders.



Our
operating and financial policies, including our policies with respect to acquisitions of real estate or other companies, growth,
operations, indebtedness, capitalization and dividends, are exclusively determined by our Board of Directors. Accordingly, our
shareholders do not control these policies.



Geopolitical
conditions and global economic factors may adversely affect us.



Our
operating results may be adversely affected by the uncertain geopolitical conditions and global economic factors. Adverse factors
affecting economic conditions worldwide have contributed to a general inconsistency in the real estate industry and may continue
to adversely impact our business. The uncertainty of the international economic situation, civil unrest, terrorist activity and
military actions may continue to adversely affect global economic conditions. Economic and market conditions could deteriorate
as a result of any of the foregoing reasons. We may experience material adverse effects upon our business, operating results,
and financial condition as a consequence of the above factors or otherwise.



Capital
markets and economic conditions can materially affect our financial condition and results of operations and the value of our securities.



There
are many factors that can affect the value of our securities, including the state of the capital markets and the economy, which
over the past few years have negatively affected substantially all businesses, including ours. Demand for office and retail space
may decline nationwide due to bankruptcies, downsizing, layoffs and cost cutting. Government action or inaction may adversely
affect the state of the capital markets. The cost and availability of credit may be adversely affected by illiquid credit markets
and wider credit spreads, which may adversely affect our liquidity and financial condition, and the liquidity and financial condition
of our tenants. Our inability or the inability of our tenants to timely refinance maturing liabilities and access the capital
markets to meet liquidity needs may materially affect our financial condition and results of operations and the value of our securities.



Risk
Factors Related to Our Real Estate Business



Real
estate investments’ value and income fluctuate due to various factors.



The
value of real estate fluctuates depending on conditions in the general economy and the real estate business. These conditions
may also adversely impact our revenues and cash flows.



The
factors that affect the value of our real estate investments include, among other things:



| | · | National,
                                         regional and local economic conditions;
| | - | ------------------------------------------------------------------------------------------



| | · | Competition
                                         from other available space;
| | - | --------------------------------------------------------------------------------



| | · | Local
                                         conditions such as an oversupply of space or a reduction in demand for real estate in
                                         the area;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7









| | · | How
                                         well we manage our properties;
| | - | ---------------------------------------------------------------------------



| | · | The
                                         development and/or redevelopment of our properties;
| | - | ------------------------------------------------------------------------------------------------



| | · | Changes
                                         in market rental rates;
| | - | ------------------------------------------------------------------------



| | · | The
                                         timing and costs associated with property improvements and rentals;
| | - | ----------------------------------------------------------------------------------------------------------------



| | · | Whether
                                         we are able to pass all or portions of any increases in operating costs through to tenants;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------



| | · | Changes
                                         in real estate taxes and other expenses;
| | - | -----------------------------------------------------------------------------------------



| | · | Whether
                                         tenants and users such as customers and shoppers consider a property attractive;
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | · | The
                                         financial condition of our tenants, including the extent of tenant bankruptcies or defaults;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



| | · | Availability
                                         of financing on acceptable terms or at all;
| | - | -------------------------------------------------------------------------------------------------



| | · | Fluctuations
                                         in interest rates;
| | - | ------------------------------------------------------------------------



| | · | Our
                                         ability to obtain adequate insurance;
| | - | ----------------------------------------------------------------------------------



| | · | Changes
                                         in zoning laws and taxation;
| | - | -----------------------------------------------------------------------------



| | · | Government
                                         regulation;
| | - | ---------------------------------------------------------------



| | · | Consequences
                                         of any armed conflict or terrorist attacks;
| | - | -------------------------------------------------------------------------------------------------



| | · | Potential
                                         liability under environmental or other laws or regulations;
| | - | --------------------------------------------------------------------------------------------------------------



| | · | Natural
                                         disasters;
| | - | -----------------------------------------------------------



| | · | General
                                         competitive factors; and
| | - | -------------------------------------------------------------------------



| | · | Climate
                                         changes
| | - | --------------------------------------------------------



The
rents or sales proceeds we receive and the occupancy levels at our properties may decline as a result of adverse changes in any
of these factors. If rental revenues, sales proceeds and/or occupancy levels decline, we generally would expect to have less cash
available to pay indebtedness and for distribution to shareholders. In addition, some of our major expenses, including mortgage
payments, real estate taxes and maintenance costs generally do not decline when the related rents decline.



Real
estate is a competitive business.



Our
business segments operate in a highly competitive environment. We compete with a large number of property owners and developers,
some of which may be willing to accept lower returns on their investments than we are. Principal factors of competition include
rents charged, sales prices, attractiveness of location, the quality of the property and the breadth and quality of services provided.
Our success depends upon, among other factors, trends of the national, regional and local economies, financial condition and operating
results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs,
taxes, governmental regulation, legislation and population trends.



8







We
depend on leasing space to tenants on economically favorable terms and collecting rent from tenants who may not be able to pay.



Our
financial results depend significantly on leasing space in our properties to tenants on economically favorable terms. In addition,
because a majority of our income comes from renting of real property, our income, funds available to pay indebtedness and funds
available for distribution to shareholders will decrease if a significant number of our tenants cannot pay their rent or if we
are not able to maintain occupancy levels on favorable terms. If a tenant does not pay its rent, we may not be able to enforce
our rights as landlord without delays and may incur substantial legal costs. During periods of economic adversity, there may be
an increase in the number of tenants that cannot pay their rent and an increase in vacancy rates.



Bankruptcy
or insolvency of tenants may decrease our revenue, net income and available cash.



Our
tenants may declare bankruptcy or become insolvent in the future. In the case of our shopping centers, the bankruptcy or insolvency
of a major tenant could cause us to suffer lower revenues and operational difficulties, including leasing the remainder of the
property. As a result, the bankruptcy or insolvency of a major tenant could result in decreased revenue, net income and funds
available for the payment of indebtedness or for distribution to shareholders.



We
may incur costs to comply with environmental laws.



Our
operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the
environment, including air and water quality, hazardous or toxic substances and health and safety. Under some environmental laws,
a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances
released at a property. The owner or operator may also be held liable to a governmental entity or to third parties for property
damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination. These
laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the
release. The presence of contamination or the failure to remediate contamination may impair our ability to sell or lease real
estate or to borrow using the real estate as collateral. Other laws and regulations govern indoor and outdoor air quality including
those that can require the abatement or removal of asbestos- containing materials in the event of damage, demolition, renovation
or remodeling and also govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint
and certain electrical equipment containing polychlorinated biphenyls (PCBs) and underground storage tanks are also regulated
by federal and state laws. We are also subject to risks associated with human exposure to chemical or biological contaminants
such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other
health effects and symptoms in susceptible individuals. Our predecessor companies may be subject to similar liabilities for activities
of those companies in the past. We could incur fines for environmental compliance and be held liable for the costs of remedial
action with respect to the foregoing regulated substances or tanks or related claims arising out of environmental contamination
or human exposure to contamination at or from our properties.



Each
of our properties has been subject to varying degrees of environmental assessment. The environmental assessments did not, as of
this date, reveal any environmental condition material to our business. However, identification of new compliance concerns or
undiscovered areas of contamination, changes in the extent or known scope of contamination, discovery of additional sites, human
exposure to the contamination or changes in clean-up or compliance requirements could result in significant costs to us.



9







Inflation
or deflation may adversely affect our financial condition and results of operations.



Although
neither inflation nor deflation has materially impacted our operations in the recent past, increased inflation could have a pronounced
negative impact on our mortgages and interest rates and general and administrative expenses, as these costs could increase at
a rate higher than our rents. Inflation could also have an adverse effect on consumer spending which could impact our tenants’
sales and, in turn, our percentage rents, where applicable. Conversely, deflation could lead to downward pressure on rents and
other sources of income. In addition, we own residential properties which are leased to tenants with one- year lease terms. Because
these are short- term leases, declines in market rents will impact our residential properties faster than if the leases were for
longer terms.



Some
of our potential losses may not be covered by insurance.



We
currently maintain general liability insurance with limits of $70,000,000 and all risk property and rental value insurance with
limits of $70,000,000, including coverage for terrorist acts, with sub-limits for certain perils such as floods.



We
will continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism. However,
we cannot anticipate what coverage will be available on commercially reasonable terms in future policy years.



The
debt instruments of our subsidiaries, consisting of mortgage loans secured by the subsidiary’s properties, senior unsecured
notes and revolving credit agreements contain customary covenants requiring the applicable subsidiary to maintain insurance. Although
we believe that our subsidiaries have adequate insurance coverage for purposes of these agreements, we may not be able to obtain
an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are
able to obtain it could adversely affect our ability to finance our properties and expand our portfolio.



Compliance
or failure to comply with certain governmental regulations could result in substantial costs.



Our
properties are subject to various governmental regulatory requirements, such as fire and life safety requirements. If we fail
to comply with these requirements, we could incur fines or private damage awards. We do not know whether existing requirements
will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect
our cash flow and results of operations.



Our
business and operations would suffer in the event of system failures.



Despite
system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our internal information
technology systems, our systems are vulnerable to damages from any number of sources, including computer viruses, unauthorized
access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that
causes interruptions in our operations could result in a material disruption to our business. We may also incur additional costs
to remedy damages caused by such disruptions.



10







The
occurrence of cyber incidents, or a deficiency in our cybersecurity, could negatively impact our business by causing a disruption
to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all
of which could negatively impact our financial results.



A
cyber incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of our information
resources. More specifically, a cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized
access to systems to disrupt operations, corrupt data, or steal confidential information. As our reliance on technology has increased,
so have the risks posed to our systems, both internal and those we have outsourced. Our three primary risks that could directly
result from the occurrence of a cyber incident include operational interruption, damage to our relationship with our tenants,
and private data exposure. We have implemented processes, procedures and controls to help mitigate these risks, but these measures,
as well as our increased awareness of a risk of a cyber incident, do not guarantee that our financial results will not be negatively
impacted by such an incident.



Our
investments are concentrated in Southern Europe. Economic circumstances affecting these areas could adversely affect our business.



A
significant portion of our properties are located in Southern Europe and are affected by the economic cycles and risks inherent
to those areas. Real estate markets are subject to economic downturns and we cannot predict how economic conditions will impact
these markets in either the short or long term. Declines in the economy or declines in real estate markets in these areas could
hurt our financial performance and the value of our properties. In addition to the factors affecting the national economic condition
generally, the factors affecting economic conditions in these regions include:



| | · | Financial
                                         performance and productivity of the publishing, advertising, financial, technology, retail,
                                         insurance and real estate industries;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Business
                                         layoffs or downsizing;
| | - | ------------------------------------------------------------------------



| | · | Industry
                                         slowdowns;
| | - | ------------------------------------------------------------



| | · | Relocations
                                         of businesses;
| | - | -------------------------------------------------------------------



| | · | Changing
                                         demographics;
| | - | ---------------------------------------------------------------



| | · | Increased
                                         telecommuting and use of alternative work places;
| | - | ----------------------------------------------------------------------------------------------------



| | · | Infrastructure
                                         quality; and
| | - | --------------------------------------------------------------------



| | · | Any
                                         oversupply of, or reduced demand for, real estate.
| | - | -----------------------------------------------------------------------------------------------



It
is impossible for us to assess the future effects of trends in the economic and investment climates of the geographic areas in
which we concentrate or the real estate markets in these areas. Local, national or global economic downturns would negatively
affect our businesses and profitability.



Natural
disasters could have a concentrated impact on the areas where we operate and could adversely impact our results.



Natural
disasters could impact our properties. Additionally, natural disasters, including earthquakes, could impact several of our properties
in other areas in which we operate. Potentially adverse consequences of “global warming” could similarly have an impact
on our properties. As a result, we could become subject to significant losses and/or repair costs that may or may not be fully
covered by insurance and to the risk of business interruption. The incurrence of these losses, costs or business interruptions
may adversely affect our operating and financial results.



11







We
may acquire or sell assets or entities or develop properties. Our failure or inability to consummate these transactions or manage
the results of these transactions could adversely affect our operations and financial results.



We
may acquire or develop properties or acquire other real estate related companies when we believe that an acquisition or development
is consistent with our business strategy. We may not, however, succeed in consummating desired acquisitions or in completing developments
on time or within budget. In addition, we may face competition in pursuing acquisition or development opportunities that could
increase our costs. When we do pursue a project or acquisition, we may not succeed in leasing or selling newly- developed or acquired
properties at rents or sales prices sufficient to cover costs of acquisition or development and operations. Difficulties in integrating
acquisitions may prove costly or time- consuming and could divert management’s attention. Acquisitions or developments in
new markets or industries where we do not have the same level of market knowledge may result in weaker than anticipated performance.
We may also abandon acquisition or development opportunities that we have begun pursuing and consequently fail to recover expenses
already incurred, and we may devote management time to a matter not consummated. Furthermore, acquisitions of new properties or
companies will expose us to the liabilities of those properties or companies, some of which we may not be aware of at the time
of acquisition. Development of our existing properties presents similar risks.



We
may seek to make, one or more material acquisitions in the future. The announcement of such a material acquisition may result
in a rapid and significant decline in the price of our securities.



We
are continuously looking at material transactions that we believe will maximize shareholder value. However, an announcement by
us of one or more significant acquisitions could result in a quick and significant decline in the price of our securities.



Our
decision to dispose of real estate assets would change the holding period assumption in our valuation analyses, which could result
in material impairment losses and adversely affect our financial results.



We
evaluate real estate assets for impairment based on the projected cash flow of the asset over our anticipated holding period.
If we change our intended holding period, due to our intention to sell or otherwise dispose of an asset, we must reevaluate whether
that asset is impaired. Depending on the carrying value of the property at the time we change our intention and the amount that
we estimate we would receive on disposal, we may record an impairment loss that would adversely affect our financial results.
This loss could be material to our results of operations in the period that it is recognized



It
may be difficult to buy and sell real estate quickly, which may limit our flexibility.



Real
estate investments are relatively difficult to buy and sell quickly. Consequently, we may have limited ability to vary our portfolio
promptly in response to changes in economic or other conditions.



We
may not be permitted to dispose of certain properties or pay down the debt associated with those properties when we might otherwise
desire to do so without incurring additional costs. In addition, when we dispose of or sell assets, we may not be able to reinvest
the sales proceeds and earn similar returns.



As
part of an acquisition of a property, or a portfolio of properties, we may agree, and in the past have agreed, not to dispose
of the acquired properties or reduce the mortgage indebtedness for a long- term period, unless we pay certain of the resulting
tax costs of the seller. These agreements could result in us holding on to properties that we would otherwise sell and not pay
down or refinance. In addition, when we dispose of or sell assets, we may not be able to reinvest the sales proceeds and earn
returns similar to those generated by the assets that were sold.



12







| | ITEM 4. | INFORMATION
                                         ON THE COMPANY
| | ------- | -------------------------------------------------------------------



| | A. | History
                                         and Development of the Company
| | -- | -------------------------------------------------------------------------------



Prime
Acquisition Corp. is an exempted company organized on February 4, 2010 under the laws of the Cayman Islands, formed to acquire
through a merger, capital stock exchange, asset acquisition, stock purchase or similar business combination, or control through
contractual arrangements, one or more operating businesses.



On
March 30, 2011, the initial public offering of 3,600,000 units of the Company was consummated. Each unit issued in the IPO consisted
of one Ordinary Share, par value $0.001 per share, and one redeemable warrant. Each redeemable warrant entitles the holder to
purchase one Ordinary Share at a price of $7.50. Prior to the consummation of the IPO, the Company completed a private placement
of 2,185,067 warrants to the Company’s founding shareholders, generating gross proceeds of $1,638,800. On May 10, 2011,
the Company announced that the underwriters of its IPO exercised their over-allotment option in part, for a total of an additional
52,975 units (over and above the 3,600,000 units sold in the IPO). The 3,652,975 units sold in the IPO, including the 52,975 units
subject to the over-allotment option, were sold at an offering price of $10.00 per unit, generating gross proceeds of $36,529,750.
A total of $36,606,096, which includes a portion of the $1,638,800 of proceeds from the private placement of warrants to the founding
shareholders, was placed in trust. On May 25, 2011, the ordinary shares and warrants underlying the units sold in the IPO began
to trade separately on a voluntary basis.



Since
we could not complete an acquisition prior to March 30, 2013, the date by which we were required to complete our initial business
combination by our Amended and Restated Memorandum and Articles of Association, our board of directors determined that it would
be in the best interests of our shareholders for us to continue our existence for an additional six months (until September 30,
2013) rather than dissolve as required by our Articles of Association, which we refer to as the Extension. In order to effect
the Extension, our shareholders approved certain amendments to our Articles of Association at a special meeting of shareholders
held on Wednesday, March 27, 2013. In connection with the Extension, our board of directors determined that it was in our best
interest to allow shareholders with the opportunity to redeem their ordinary shares for cash by means of a tender offer, which
we refer to as the Extension Tender Offer. Following approval of the Extension, the Extension Tender Offer expired at 5:00 p.m.,
United States Eastern Time on the evening of Thursday, March 28, 2013. Pursuant to the terms of the Extension Tender Offer, 3,008,955
of our ordinary shares were tendered and accepted for redemption by the Company for an aggregate purchase price of $30,149,729.



On
May 23, 2013, Prime and the Manager entered into a Management Agreement, in connection with the Business Combination. Pursuant
to the terms of the Management Agreement, and subject to the closing of the Business Combination, Prime appointed the Manager
to manage the assets of Prime following the business combination on an exclusive basis. On May 13, 2014, Manager and our then
officers resigned from their positions with us and the Management Agreement was terminated. On June 10, 2014, Diana Liu became
the sole director of our Italian subsidiaries, replacing the designee of the Manager.



13







On
June 22, 2013, June 24, 2013 and July 9, 2013, Prime entered into a series of definitive agreements to acquire certain real estate
assets in Italy, as more fully described below.



In
addition, on September 27, 2013, Prime completed the Business Combination Tender Offer and redeemed the one share validly tendered
and not withdrawn, and on September 30, 2013, it consummated its initial business combination by acquiring 100% of Seba S.r.l.
(“Seba”), Nova S.r.l. (“Nova”), Delfin S.r.l. (“Delfin”), SIM S.r.l. (“SIM”),
Dieci Real Estate S.r.l. (“Dieci”), Ellegi S.r.l. (“Ellegi”), G.S.I. S.r.l. (“GSI”), Magfin
S.r.l. (“Magfin”), all are Italian limited liability companies (Delfin, SIM, Dieci, Ellegi, GSI and Magfin, collectively
“Bell Group”; Bell Group, Seba and Nova, collectively “Subsidiaries”), which collectively owned 11 commercial
real estate properties based in Italy, for an aggregate of 1,719,317 ordinary shares. As a result, immediately following consummation
of the Business Combination, Prime had a total of 3,635,344 ordinary shares outstanding.



| | B. | Business
                                         Overview
| | -- | ----------------------------------------------------------



We
currently own real estate assets that consist of office, commercial and industrial properties in Italy.



Although
we have not yet entered into any agreements to do so, we plan to acquire additional properties to create a diverse portfolio
of commercial real estate assets, including, primarily, well located office buildings and industrial/warehouse buildings. We may
also acquire retail properties, including regional malls, shopping centers and single-tenant retail locations, that are leased
to national, regional and local tenants. We plan to target properties strategically situated in densely populated, middle and
upper income markets in Southern Europe, primarily in Italy, Spain and Greece.



We
believe that the current market environment in Southern Europe presents an opportunity to acquire performing properties at compelling
yields and at values substantially below their replacement cost, offering us the potential to achieve attractive returns for our
shareholders over time. The Southern European real estate market is currently experiencing significant weakness driven by economic
uncertainty and sharply reduced capital availability. Despite the challenging economic environment in Europe, we believe that
our properties have high quality lessees who are not credit impaired, long term leases, low vacancy rates and stable rents. These
will also be characteristics that we will seek out for additional properties we may acquire in the future.



In
addition, since the onset of the “credit crisis” in mid-2007, the number of banks advancing new loans against Southern
European properties has fallen substantially and that decline, together with a tightening of lending policies, has resulted in
a significant contraction in the amount of debt available to fund re-financings, acquisitions, developments and other commercial
real estate investments. Our view is that, in the current capital constrained environment, many property owners have limited options
to sell and the prospects for negotiating attractive acquisitions at compelling prices should be significant. There can be no
assurance, however, that the continuation of current economic conditions will not impact certain of the properties we may acquire
and such properties could experience higher levels of vacancy than anticipated at the time of our acquisition of such properties.



We
believe we will have a competitive advantage relative to other potential acquirers of such properties because we have the ability
to issue publicly traded ordinary shares for a portion of the acquisition consideration and because we are not burdened by a legacy
portfolio of under-performing assets or assets that may have significant debt obligations.



We
are also considering acquiring assets in the renewable energy space.



14







Competition



The
leasing of real estate is highly competitive. We compete for tenants with landlords and developers of similar properties located
in our markets primarily on the basis of location, rent charged, services provided, balance sheet strength and liquidity, and
the design and condition of our properties. We face competition from other real estate companies, including REITs, that currently
invest in markets other than or in addition to Southern Europe, private real estate funds, domestic and foreign financial institutions,
life insurance companies, pension trusts, partnerships, individual investors, and others that may have greater financial resources
or access to capital than we do or that are willing to acquire properties in transactions which are more highly leveraged or with
different financial attributes than we are willing to pursue.



Litigation



The
following summarized the material litigation relating to our Subsidiaries.



Auchan



On
March 14, 2013, Auchan S.p.A. brought a lawsuit before the Court of Milan against Ellegi and GSI in relation to a lease agreement
entered into with Ellegi on July 15, 2010, and a contract for the realization of certain works entered into with GSI on August
5, 2010, both relating to the property located in Buccinasco (MI), Via della Resistenza 64/Via Lazio 95 (cause registration No:
20577/2013). Auchan S.p.A. asks for the compensation of the damages suffered from the non-fulfillment by Ellegi and GSI of the
obligations contained in such agreements, in the amount of approximately $4.8 million. We disagree with the allegations and intend
to defend against this claim, although no assurance can be made that they will be successful. The Group has accrued a provision
of $180,837 for such risk. The next hearing will be held on September 24, 2014.



Pianimpianti



Dieci
Real Estate has a credit of $278,611 vis-à-vis a tenant named “Pianimpianti”. The lease agreement was entered
into by Ellegi on April 1, 2009, and was subsequently assigned to Dieci Real Estate. Pianimpianti, now a former tenant, has transferred
its offices abroad and the injunction order could not be served. Accordingly, it is likely that Dieci Real Estate will win the
case, but unlikely that it will be able to collect its credit. Dieci Real Estate also filed a request to declare the bankruptcy
of Pianimpianti but the request was rejected. As of date of this report, there has been no further activity with this matter.



Lorenzon
Engineering & Technology S.r.l.



The
case derives from a contract entered into by Magfin and IGS on April 26, 2012, by virtue of which IGS undertook to realize certain
renovation works on the property located in Buccinasco (MI), Via Lucania 2. IGS subcontracted the works to Lorenzon Engineering
& Technology S.r.l. (“Lorenzon”) and Magfin guaranteed the obligations of IGS vis-à-vis Lorenzon. IGS contested
the correct execution of certain works performed by Lorenzon and did not pay some of the amounts due. Lorenzon, in turn, requested
the payment to Magfin, which refused, in light of the defects of the works. Lorenzon, however, obtained from the Court of Milan
an injunction order vis-à-vis Magfin for the payment of an amount of $269,852. Magfin has challenged the order before the
Court of Milan, however there can be no assurance that it will be successful. Lorenzon was awarded the amount of $297,211 plus
$3,921 for legal fees, accrued interest and tax registration. The judge released the additional amount due from Microelettrica
to Magfin. In its 2013 financial statements, the awarded amount was accrued in the consolidated financial statements. Magfin has
initiated a claim against IGS for the amount paid as a guarantor, and we are pursuing our claim against them.



15







| | C. | Organizational
                                         Structure
| | -- | -----------------------------------------------------------------



Prime
BHN Luxembourg S.àr.l. (“LuxCo”) is a Luxembourg company and wholly owned subsidiary of Prime. In connection
with the consummation of the Business Combination, Prime acquired all of the equity interest in each of the companies in the Bell
Group and Seba and Nova, and contributed such equity interest to LuxCo, such that Prime has one wholly subsidiary, namely LuxCo,
and the Subsidiaries are wholly owned subsidiaries of LuxCo.



| | D. | Property,
                                         Plant and Equipment
| | -- | ----------------------------------------------------------------------



We
currently maintain our executive offices in an approximately 500 sq. foot suite at No. 322, Zhongshan East Road; Shijiazhuang;
Hebei Province, 050011; China. Prior to the Business Combination the cost for this space was included in the $7,500 per month
fee payable to Kaiyuan Real Estate Development. Kaiyuan Real Estate Development is an affiliate of Mr. Yong Hui Li, our former
Chairman.



Description
of Rental Properties



We
own the following properties, which are office, logistics, commercial and industrial real estate assets located in Milan, Italy.



|   |  | Property Name & Location  |  | Type               |  | Tenant                          |  | Average Lease Duration (Years) |  | Approx. Gross Leasable Area
    (sq. meters) |        |  | Purchase Price on 
    September 30, 2013 ($ in millions) |  
|-- |  | ------------------------- |  | ------------------ |  | ------------------------------- |  | ------------------------------ |  | -------------------------------------------- | ------ |  | --------------------------------------------------------- | -
|1  |  | Corso Europa 22, Milano   |  | Office             |  | LabLaw                          |  | 10                             |  |                                              | 1,560  |  |                                                           | $
|2  |  | Milanofiori, Building A5  |  | Office             |  | Various int’l and Italian firms |  | 10                             |  |                                              | 926    |  |                                                           | $
|3  |  | Milanofiori, Building Q7  |  | Office             |  | Various int’l and Italian firms |  | 10                             |  |                                              | 530    |  |                                                           | $
|4  |  | Milanofiori, Building N   |  | Office             |  | Various int’l and Italian firms |  | 10                             |  |                                              | 2,245  |  |                                                           | $
|5  |  | Viale Lucania, Buccinasco |  | Office, Industrial |  | Microelettrica Scientifica      |  | 18                             |  |                                              | 16,230 |  |                                                           | $
|6  |  | Via Buozzi 22, Buccinasco |  | Office, Warehouse  |  | Various int’l and Italian firms |  | 10                             |  |                                              | 1,322  |  |                                                           | $
|7  |  | Via Newton, Assago        |  | Office             |  | Italian firms                   |  | 10                             |  |                                              | 1,200  |  |                                                           | $
|8  |  | Via Lazio 95, Buccinasco  |  | Office, Warehouse  |  | Italian cos.                    |  | 10                             |  |                                              | 4,100  |  |                                                           | $
|9  |  | Via Emilia, Buccinasco    |  | Commercial         |  | Italian commercial co.          |  | 10                             |  |                                              | 200    |  |                                                           | $
|10 |  | Via Mulino, Buccinasco    |  | Commercial         |  | Merkur                          |  | 8                              |  |                                              | 370    |  |                                                           | $
|11 |  | Milanofiori, Building Q5  |  | Office             |  | Italian firms                   |  | 10                             |  |                                              | 370    |  |                                                           | $
|   |  |                           |  |                    |  |                                 |  |                                |  |                                              | 29,053 |  |                                                           | $



16







| | 1. | Property 1 is an office building
                                         located at Corso Europa 22 in a central area of Milan, near San Babila’s square,
                                         close to the fashion district called “quadrilatero della moda” and 500 meters
                                         from the Milan Cathedral at the center of the city (the “Duomo”). The building’s
                                         1,800 square meters (“sqm”) includes six floors and a basement. The structure
                                         was designed in 1957 by Architect Vico Magistretti, a leading figure in the Italian cultural
                                         and architectural space after WWII0, and was recently completely renovated. Due to its
                                         location and architectural features, it may be qualified as a high-quality building.
                                         It is currently rented to LabLaw, a leading Italian labor and employment law firm. The
                                         contract was recently renewed, with a 10-year duration.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Property 2 is part of a large
                                         office complex, Assago Milanofiori, in the southern part of Milan. Milanofiori is a real
                                         estate business district built in the late 1970s with the aim to provide prime location
                                         to Italian and multinational firms in the service and high-tech service industries. The
                                         buildings in the area are connected by tree-lined roads and large parking lots. The property
                                         is Building A5 of the complex. The complex has a direct subway connection to the center
                                         of the Milan and is located near major freeways and highways. The building’s 900
                                         sqm are rented to Italian and multinational firms. The contracts have an average 10-year
                                         duration.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Property 3 is part of a large
                                         office complex, Assago Milanofiori, in the southern part of Milan. The property is Building
                                         Q7 of the complex. The complex has a direct subway connection to the center of the city
                                         and is located near major freeways and highways. The building’s 560 sqm are rented
                                         to Italian and multinational companies. The contracts have an average 10-year duration.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Property 4 is part of a large
                                         office complex, Assago Milanofiori, in the southern part of Milan. The property is Building
                                         N of the complex. The complex has a direct subway connection to the center of the city
                                         and is located near major freeways and highways. The building’s 2,250 sqm are rented
                                         to Italian and multinational companies. The contracts have an average 10-year duration.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | Property 5 is an industrial and
                                         office building located on viale Lucania in Buccinasco, a large commercial and industrial
                                         area in the southern part of Milan. The property is located about 3 km from Milan, is
                                         very well connected with the major adjacent cities such as Assago, Corsico, Trezzano
                                         sul Naviglio and is near major freeways and the highway towards Genova. The facility
                                         encompasses a 16,000 sqm industrial plant, 11,500 sqm warehouse, and 4,500 sqm office.
                                         It is a flexible use structure that was recently renovated in 2011. The building is rented
                                         to Microelettrica Scientifica, a subsidiary of the large multinational Knorr-Bremse group,
                                         a leading global producer of braking systems for trucks and trains. The contract has
                                         an 18-year duration.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | Property 6 is an office and warehouse
                                         building located at via Buozzi 22 in Buccinasco, a large commercial and industrial area
                                         in the southern part of Milan. The property is located near major freeways and the highway
                                         towards Genova. The building includes offices and warehouse. Its 1,300 sqm are rented
                                         to multiple international and Italian firms. The contracts have an average 10-year duration.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | Property 7 is an office building
                                         located on via Newton in the southern part of Milan. The property has a direct subway
                                         connection with the center of the city and is located near major freeways and highways.
                                         The building’s 1,200 sqm are rented to Italian firms. The contracts have average
                                         duration of 10-years.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17







| | 8. | Property 8 is an office and warehouse
                                         building. The property is located at via Lazio 95 in Buccinasco, a large commercial and
                                         industrial area in the southern part of Milan. The building is located near major freeways
                                         and the highway towards Genova. The building’s 4,300 sqm is rented to Italian companies.
                                         The contract has a 10-year duration.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 9. | Property 9 is a commercial building
                                         located on via Emilia in Buccinasco, a large commercial and industrial area in the southern
                                         part of Milan. The building is located near major freeways and the highway towards Genova.
                                         The facility’s 200 sqm are rented to an Italian commercial company. The contract
                                         has a 10-year duration.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10. | Property 10 is a commercial
                                         building is located on via Mulino in Buccinasco, a large commercial and industrial area
                                         in the southern part of Milan. The building is located near major freeways and the highway
                                         towards Genova. The facility’s 400 sqm are rented to Merkur, a gaming company.
                                         The contract has a 8-year duration.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 11. | Property 11 is part of a large
                                         office complex, Assago Milanofiori, in the southern part of Milan. The property is Building
                                         Q5 of the complex. The complex has a direct subway connection to the center of the city
                                         and is located near major freeways and highways. The building’s 430 sqm are rented
                                         to Italian and multinational companies. The contracts have an average 10-year duration.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Current
occupancy rates and rent per square meter for each of the properties is as follows:



|   |  | Property                      |  | Current occupancy |     |   | Rent per square meter ($) | 
|-- |  | ----------------------------- |  | ----------------- | --- | - | ------------------------- | 
|1  |  | Corso Europa 22, Milan        |  |                   | 100 | % |                           | 
|2  |  | Milanofiori, building A5      |  |                   | 100 | % |                           | 
|3  |  | Milanofiori, building Q7      |  |                   | 100 | % |                           | 
|4  |  | Milanofiori, building N (1)   |  |                   | 80  | % |                           | 
|5  |  | Viale Lucania, Buccinasco     |  |                   | 100 | % |                           | 
|6  |  | Via Buozzi 22, Buccinasco (2) |  |                   | 90  | % |                           | 
|7  |  | Via Newton, Assago            |  |                   | 100 | % |                           | 
|8  |  | Via Lazio, Buccinasco         |  |                   | 100 | % |                           | 
|9  |  | Via Emilia, Buccinasco        |  |                   | 100 | % |                           | 
|10 |  | Via Molino, Buccinasco        |  |                   | 100 | % |                           | 
|11 |  | Milanofiori, building Q5      |  |                   | 100 | % |                           | 



|(1) | The occupancy rate of the property located in Milanofiori,
    building N, is at 80% due to the recent termination of certain leases.  The managers of the property are
    seeking new tenants for the spaces.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The occupancy rate of the property located in via Buozzi, Buccinasco,
    is at 90% due to the recent termination of certain leases.  The managers of the property are seeking new
    tenants for the spaces. 



|ITEM 4A. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------



None.



| | ITEM 5. | OPERATING
                                         AND FINANCIAL REVIEW AND PROSPECTS
| | ------- | -------------------------------------------------------------------------------------



Prime
Acquisition Corporation, a Cayman Island company, was incorporated on February 4, 2010 in order to serve as a vehicle for the
acquisition of an operating business (through a merger, capital stock exchange, asset acquisition or other similar business combination).
Prime did not engage in any substantive commercial business until the Business Combination.



18







On
September 30, 2013, we consummated the Business Combination by purchasing all of the issued and outstanding stock of the Subsidiaries
 (Seba, Nova, Delfin, Dieci, ELLEGI, SIM, Magfin, and GSI), for a total consideration of $18,843,714, as represented by the issuance
of 1,719,317 Prime’s shares from the treasury. As part of the Business Combination, the Group assumed all the current and
non-current loans and borrowings associated with the investment properties which amounted to approximately $50.9 million.



In
addition, see Item 10C Material Contracts for certain details ofcontingent consideration.



Our Business
Subsequent to the Acquisition of the Real Estate Portfolio



The entirety
of our revenues is derived from rental income from our tenants in the eleven properties.



Results
of Operations



This section
discusses our 2013 and 2012 financial results prepared under IFRS.



Years Ended December 31,
2013 and 2012



The
information below is summarized from the audited financial statements for the years ended December 31, 2013 and 2012.



|                                                                 |  | 2013 |             |   | 2012 |  
|---------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|                                                                 |  |      |             |   |      |  
|Rental income                                                    |  | $    | 1,374,728   |   |      | $
|Other revenues                                                   |  |      | 148,258     |   |      |  
|Total Revenues                                                   |  |      | 1,522,986   |   |      |  
|                                                                 |  |      |             |   |      |  
|Depreciation, amortization and bad debt provision                |  |      | (176,986    | ) |      |  
|Impairment of goodwill                                           |  |      | (1,791,548  | ) |      |  
|Other expenses                                                   |  |      | (4,689,037  | ) |      |  
|Total operating expenses                                         |  |      | (6,585,571  | ) |      |  
|Operating loss                                                   |  |      | (5,134,585  | ) |      |  
|                                                                 |  |      |             |   |      |  
|Finance income                                                   |  |      | 53,648      |   |      |  
|Finance costs                                                    |  |      | (601,039    | ) |      |  
|Contingent consideration in connection with business combination |  |      | (5,157,951  | ) |      |  
|Interest earned from investment held in trust                    |  |      | 3,868       |   |      |  
|Loss before tax                                                  |  |      | (10,836,059 | ) |      |  
|                                                                 |  |      |             |   |      |  
|Deferred tax expense                                             |  |      | (44,200     | ) |      |  
|Loss for the year                                                |  | $    | (10,880,259 | ) |      | $
|                                                                 |  |      |             |   |      |  
|Loss for the year                                                |  | $    | (10,880,259 | ) |      | $
|                                                                 |  |      |             |   |      |  
|Foreign currency translation reserve                             |  |      | 131,878     |   |      |  
|Total comprehensive loss for the
    year                        |  | $    | (10,748,381 | ) |      | $



19







Revenues:We did not engage in any substantive commercial business until the acquisition of the Subsidiaries on September 30, 2013,
and as such there were no revenues prior to that date. The revenues for 2013 were for the period from the date of the acquisition
to December 31, 2013, and are therefore not meaningful to compare to the 2012 results.



Expenses:



Amortization
of intangible assets accounted for the majority of this provision ($117,691 out of a total of $176,986), followed by an estimate
of our future loss on certain aged trade receivable ($41,176) with depreciation of tangible assets being $18,119.



Goodwill
of $1,791,548 arising from the Business Combination was impaired at December 31, 2013. Approximately 52%, or about $2.4
million, of the Other Expenses (which totaled approximately $4.7 million) in 2013 were professional and legal expenses related
to the Business Combination compared to 61%, or about $683,000, in 2012. These expenses are non-recurring. Day-to-day operating
costs such as administrative, rent, staff, insurance and travel costs account for about 22.4% (or about $1.05 million) of Other
Expenses, as compared to $220,000, or about 20% of the total expenses in 2012. We incurred $154,343 stock option expenses in 2013
versus $180,750 in 2012.



Contingent
consideration in connection with business combination of $5,157,951 arising from certain transaction value agreements (see detail
in Item 10C) Prime has entered into with the sellers of Subsidiaries in connection with the Business Combination is recorded as
an expense in the consolidated statements of loss and comprehensive loss and a current liability in the consolidated statements
of financial position in 2013. This contingent consideration will be re-measured at each reporting period until settled.



Balance
Sheet



In
connection with the acquisition of the Subsidiaries, we have approximately $78.8 million worth of non-current assets. Investment
properties, calculated using discounted cash flow method by an independent qualified professional valuation expert, stood at $72,877,131
in 2013.



Net
Intangible Assets, which amounted to $5,700,127, are the intangible assets recognized at the closing of the Business Combination,
and are amortized over the remaining terms of the leases. The intangible assets consist of above-market leases, and in-place leases
identified by analyzing the Subsidiaries’ leases as at the closing of the Business Combination.



Trade
Receivables at the end of 2013 was $1,967,193, net of allowance for bad debts.



There
was $133,414 of cash at the end of the year.



20







The
Subsidiaries have non-current loans and borrowings from various financial institutions of $45.4 million and current loans and
borrowings of approximately $5.5 million. Total current and non-current borrowings amounted to approximately $50.9 million. Loans
and borrowings consist of bank loans, revolving lines of credit, finances leases, and other loans. Bank loans include both secured
and unsecured bank loans. Secured bank loans are secured by the investment properties. In addition, some of the secured loans
are further personally guaranteed by the former owners of the properties. The revolving line of credit is unsecured, but personally
guaranteed by the former owners of the properties. Other loans consist of an interest bearing convertible promissory note with
the underwriters.



There
was approximately $5.4 million in deferred taxes in 2013, which is calculated in full on temporary differences using a tax rate
of 27.5%, if the temporary difference is subject only to IRES (an Italian corporate income tax) rules, or 31.4% if the temporary
difference is subject both to IRES and IRAP (an Italian regional production tax) rules.



The
$6,035,787 of trade and other payables consist largely of $2.3 million of accrued expenses incurred by Prime with its service
providers, and trade and trade accounts payables of $3.0 million were incurred by the Subsidiaries. The Subsidiaries also owe
$563,101 to Mr. Cesare Lanati for regular maintenance and other services.



The
$493,076 in provisions is largely attributed to certain legal disputes by certain Subsidiaries. The provision was estimated based
on management evaluation of the amount at risk and legal considerations.



Liquidity
and Capital Resources



The
Company had $133,414 and $7,411 in cash at the end of years 2013 and 2012, respectively.



The
Company did not generate enough cash flow in 2013 from its operations to fund all interest and day-to-day expenses and therefore
was not cash flow positive and would require capital injections to fund current operations. Principal sources of cash may be a)
issuance of treasury shares in exchange for cash, b) exercise of warrants, c) disposition of the real estate assets and d) issuance
of debt instruments, or a combination of the above four possibilities.



The
Company may elect to, when market conditions are favorable, engage broker dealers to sell its securities from treasury to raise
funding. However, management believes without improvements to the Company’s stock performance both in terms of price and
trading volume, as well as the current operating conditions, this may not be a viable solution.



The
Company also has over 7 million warrants outstanding; the exercise price of the warrants is $5.00 per common share. The Company
has the right to call the warrants after the stock price closes above $15.00 per share for 20 days during any 30-day trading period,
after which the warrant holder may exercise the warrants. However, as our share price is not within this trading price, it is
unlikely we will call the warrants in the near future.



21







While
the real estate portfolio of eleven properties in Italy does not generate positive cash flow, management believes that when the
market conditions are more favorable, some of these properties may be sold. However, real estate transactions in the greater Milan
area have been relatively few when compared to pre- financial crisis, and an actual transaction may take longer than viable for
the company’s current needs.



The
Company has been seeking lenders who will finance the Company with at-market rates, and has been financing current operations
by issuing Promissory Notes to Diana Liu, one of its directors. As of August 31, 2014, a total of $840,000 in such Notes have
been issued to Ms. Liu since the inception of Prime. There is no assurance that such practice of funding the company’s operations
by Ms. Liu will continue.



In
the second and third quarters of 2014, management worked with our service providers to reduce the Company’s payables by
approximately $116,630. This was achieved by a combination of viable and agreed-upon payment plans and actual on time payments.



Management
is currently indiscussion with several funding sources for a combination of debt and equity financing.



Results of Operations
– Non-IFRS Measures for 2013



The
Consolidated Statements of Loss and Comprehensive Loss for the years ended 2013 and 2012 include consolidated operating results
of Prime for the full year of 2013 and those of the Subsidiaries’ fourth quarter of 2013 (after the September 30 acquisition
of the Subsidiaries), and the operating results of Prime as a special-purpose acquisition company in 2012. Since the significant
changes all relate to our transition from a special-purpose acquisition company to a real estate operating company, we do not
feel that the above disclosure by itself is adequate for investors to understand the business.



To
assist investors in better understanding the operating results of the Subsidiaries and Prime in 2013, we are presenting here
a Results of Operations table prepared on a Prime and Subsidiaries which includes the operations of the Subsidiaries with
Prime from the date of acquisition (September 30, 2013), Subsidiaries stand-alone basis from January 1 to September 30, 2013,
and on a consolidated basis for the whole year, from January 1 to December 31 of 2013. The Results of Operations for Prime
and Subsidiaries is audited, while those of the Subsidiaries from January 1 to September 30 are non-IFRS measures
and unaudited, and the consolidated Results, which are mathematical addition of the two, are also non-IFRS measures
and unaudited.





|                                                                     |  | Prime Acquisition Corp. and Subsidiaries       |             |   | Subsidiaries                                                                 |   |            | Combined 
    pro-forma                          | 
|-------------------------------------------------------------------- |  | ---------------------------------------------- | ----------- | - | ---------------------------------------------------------------------------- | - | ---------- | ------------------------------------------------ | 
|                                                                     |  | For the year ended December 31, 2013 (audited) |             |   | For the period 
    January 1, 2013 -
    September 30, 2013
    (unaudited) |   |            | For the year ended December 31, 2013 (unaudited) | 
|                                                                     |  |                                                |             |   |                                                                              |   |            |                                                  | 
|Revenues                                                             |  | $                                              | 1,522,986   |   |                                                                              | $ | 7,865,495  |                                                  | 
|Other expenses:                                                      |  |                                                |             |   |                                                                              |   |            |                                                  | 
|Depreciation, amortization and bad debt provision                    |  |                                                | (176,986    | ) |                                                                              |   | (1,054,242 | )                                                | 
|Impairment of goodwill                                               |  |                                                | (1,791,548  | ) |                                                                              |   | –          |                                                  | 
|Other expenses                                                       |  |                                                | (4,689,037  | ) |                                                                              |   | (2,582,546 | )                                                | 
|Operating profit (loss)                                              |  |                                                | (5,134,585  | ) |                                                                              |   | 4,228,707  |                                                  | 
|Finance income                                                       |  |                                                | 53,648      |   |                                                                              |   | 894,224    |                                                  | 
|Finance costs                                                        |  |                                                | (601,039    | ) |                                                                              |   | (1,917,601 | )                                                | 
|Contingent consideration in connection with business
    combination |  |                                                | (5,157,951  | ) |                                                                              |   | –          |                                                  | 
|Other interest earned                                                |  |                                                | 3,868       |   |                                                                              |   | –          |                                                  | 
|Loss before tax                                                      |  |                                                | (10,836,059 | ) |                                                                              |   | 3,205,330  |                                                  | 
|Deferred tax expense                                                 |  |                                                | (44,200     | ) |                                                                              |   | (82,459    | )                                                | 
|Net Loss for the period                                              |  | $                                              | (10,880,259 | ) |                                                                              | $ | 3,122,871  |                                                  | 



On
a non-IFRS measures basis we would have received $9,388,481 in revenues for the whole year and incurred about $10.29 million
in expenses, of which $1.79 million was impairment of goodwill and about $2.7 million was business combination related fees incurred
with professional service providers. Operating loss would have been $905,878, and net of financing related costs and contingent
consideration in connection with business combination, losses before tax would have been about $7.63 million. Net loss for the
period would have been $7.76 million.



We
stress that the combined statement of operations for 2013 is a non-IFRS measures and unaudited financial statement and,
therefore, has limits in its usefulness to investors. Due to its non-standardized definition, it will not be comparable with the
calculation of similar measures for other companies. The non-IFRS measures and unaudited combined basis statement of operations
is presented solely to permit investors to more fully understand our business in the ways that management sees it.



We
do not have any off-balance sheet arrangements.



22







Contractual Obligations



Our contractual obligations
consist mainly of bank loans, revolving line of credit and finance leases, and will be paid off with our cash flow from operations.



Bank loans



Bank loans include both secured and unsecured
bank loans. Certain bank loans are secured by the investment properties. In addition to using the investment properties as collateral,
some of the loans are further personally guaranteed by the former owners of the properties.



The table below shows the detail of bank loans
by expiry date and rate (floating or fixed) as of December 31, 2013; all bank loans contracts provide for floating rates.



|                            |  | Floating rate |           |  | Total |  
|--------------------------- |  | ------------- | --------- |  | ----- | -
|                            |  |               |           |  |       |  
|Expiry within 1 year        |  | $             | 799,478   |  |       | $
|Expiry within 1 and 5 years |  |               | 3,133,099 |  |       |  
|Expiry in more than 5 years |  |               | 4,949,760 |  |       |  
|Total                       |  | $             | 8,882,338 |  |       | $



As at December 31, 2013, the effective interest
rate varies from EURIBOR+1.125% to EURIBOR+2.554%.



Revolving line of credit



The Group has committed borrowing facilities
available at December 31, 2013 as follows:



|2013                        |  | Floating rate |           |  | Fixed rate |   |         | Total | 
|--------------------------- |  | ------------- | --------- |  | ---------- | - | ------- | ----- | 
|                            |  |               |           |  |            |   |         |       | 
|Expiry within 1 year        |  | $             | 1,418,280 |  |            | $ | 459,358 |       | 
|Expiry within 1 and 5 years |  |               | –         |  |            |   | –       |       | 
|Expiry in more than 5 years |  |               | –         |  |            |   | –       |       | 
|Total                       |  | $             | 1,418,280 |  |            | $ | 459,358 |       | 



The facilities expiring within 1 year are annual
facilities subject to renewal at various dates. As at December 31, 2013, the effective interest rate varies from 5.726% to 15.25%.



The revolving line of credit is unsecured,
but personally guaranteed by the former owners of the properties. The total revolving line of credit approved by the bank was
$1,816,590. The full revolving line of credit has been utilized by the Group at December 31, 2013. In addition, the Group has
overdrawn the revolving line of credit by $61,048. As a result of the overdrawn, the total balance of the revolving line of credit
as at December 31, 2013 was $1,877,638.



Finance leases



Future lease payments are due as follows:

|2013                                              |  | Minimum lease payments |            |  | Interest |   |            | Present value | 
|------------------------------------------------- |  | ---------------------- | ---------- |  | -------- | - | ---------- | ------------- | 
|                                                  |  |                        |            |  |          |   |            |               | 
|Not more than one year                            |  | $                      | 3,640,541  |  |          | $ | 1,704,244  |               | 
|Later than one year and not later than five years |  |                        | 12,984,033 |  |          |   | 6,000,598  |               | 
|Later than five years                             |  |                        | 39,588,713 |  |          |   | 9,226,218  |               | 
|Total                                             |  | $                      | 56,213,287 |  |          | $ | 16,931,060 |               | 



As at December 31, 2013, the effective interest
rate varies from EURIBOR+1.4% to EURIBOR+2.762%.



23







Other loans



Other loans consist of an interest bearing
convertible promissory note with the underwriters.



Immediately following
the closing of the Business Combination on September 30, 2013, the Company entered into an interest-bearing promissory note with
its underwriter, Chardan Capital Markets, LLC for the total remaining amount of $889,833 due to the underwriter, at the rate of
5% per annum, maturing on December 31, 2013. If the note was not repaid by December 31, 2013, Chardan had the right to convert
the note and accrued interest into ordinary shares at a price of $9.10 per share. In connection with the convertible right, $184,584
was allocated to the value of the beneficial conversion feature. As of December 31, 2013, full amount of the beneficial conversion
feature has been recorded as interest expense. As of the date of this report, the convertible right had not been exercised. On
December 31, 2013 (the note’s maturity date), the Company was not able to repay the note. As a result of the payment default,
an additional default interest rate of 10% per annum is added to the original 5% per annum interest rate starting December 31,
2013. George Kaufman, our director, is an employee of Chardan Capital Markets.



| | ITEM 6. | DIRECTORS,
                                         SENIOR MANAGEMENT AND EMPLOYEES
| | ------- | -----------------------------------------------------------------------------------



| | A. | Directors
                                         and Senior Management
| | -- | ------------------------------------------------------------------------



Our current
directors and executive officers are as follows:



|Name                   |  | Age |  | Position                                       
|---------------------- |  | --- |  | -----------------------------------------------
|William Tsu-Cheng Yu   |  | 53  |  | Interim Chief Executive Officer and Director   
|Amy Lau                |  | 41  |  | Interim Chief Financial Officer                
|Andrea Crespi Bel'skij |  | 39  |  | Executive Vice President of European Operations
|Diana Chia-Huei Liu    |  | 50  |  | Chairman, Director                             
|George Kaufman         |  | 38  |  | Independent Director                           



William
Tsu-Cheng Yu has been a director since inception and our Chief Financial Officer from inception until September 30, 2013
and has been our Interim Chief Executive Officer since May 8, 2014. Mr. Yu was our President from April 2010 until September 30,
2013 and Since May 5, 2014. Since July 2000, Mr. Yu has served as the Managing Partner of Cansbridge Capital. From October 2009
until January 2010, Mr. Yu served as Chief Financial Officer and Chief Operating Officer of Optoplex Corporation, a communication
networks company. Mr. Yu served as a director of Optoplex Corporation from April 2004 until January 2010. Mr. Yu has been a general
partner of the Shodan Company since February 2010. The Shodan Company is an investment holding company, formed in February 2010,
which is equally owned amongst William Yu and his two sons, Conrad Yu and Byron Yu (who are also sons of Diana Liu). From July
2006 through October 2008, Mr. Yu served as a special advisor to the Chief Executive Officer of Optoplex Corporation. Mr. Yu served
as a director of Abebooks, Inc., the world’s largest on-line used book seller, from 2001 to 2008, prior to its acquisition
by Amazon.com (NASDAQ:AMZN). From February 2002 to August 2003, Mr. Yu served as the Chief Financial Officer to Telos Technology
Corp., a supplier of wireless solutions for voice and data communication networks (acquired by UT Starcom (NASDAQ: UTSI) in 2004).
Mr. Yu co-founded Intrinsyc Software Inc. (TSE: ICS), a TSE-listed embedded software company, and served in various capacities
including director, Chief Financial Officer, Executive Vice President and Chief Operating Officer from July 1996 to November 2002.
From August 1994 to May 1996, Mr. Yu was an associate in the Asia Pacific corporate finance group of Marleau, Lemire Securities,
Inc., an investment banking firm headquartered in Montreal, Canada. From July 1991 to August 1994, Mr. Yu was an investment portfolio
manager at Discovery Enterprises Inc., a provincial-government sponsored venture capital fund. Mr. Yu also previously worked with
China-Canada Investment and Development and the Lawson Mardon Group. He has also served in various capacities with the Monte Jade
Science and Technology Association, a non-profit organization supporting entrepreneurship and investment in technology companies
in North America and Asia. Mr. Yu served as Chief Financial Officer and as a director of AutoChina International Limited (OTCBB:
AUTCF) from October 2007 through April 2009 (during which time it was known as Spring Creek Acquisition Corp., a blank check company
formed to acquire and operating business). Mr. Yu earned a BS in Mechanical Engineering with Honors and an MBA with Honors from
Queen’s University in Canada. Mr. Yu is married to Ms. Diana Liu, our Chairman and a director.



Amy
Lauhas been our Interim Chief Financial Officer since May 8, 2014. Ms. Lau is a Certified Management Accountant and previously
served as a financial consultant to the Company from its inception in 2010 until September 2013. From 2007 to 2010, she served
as controller at Optoplex Corp., an optic fiber component company based in Silicon Valley, CA. From 2008 to 2009, she served as
a financial consultant to Spring Creek Acquisition Corp., a blank check company. In addition, Ms. Lau has been serving as the
Director of Outsourced Services at Morling & Company, a financial services firm based in San Francisco, since April 2014.



Andrea
Crespi Bel'skijhas been our Executive Vice President of European Operations since May 8, 2014. Mr. Crespi
Bel'skij is a financial asset management professional and a certified international investment analyst, and has been serving
as the CEO of EF Finance & Investments, a structured finance and M&A advisory firm in Milan, Italy since May 2013. From
2011 to 2012, he served as the executive director of Helpy Finance, a debt financing consulting firm, in Brescia . In 2011, he
served as the investor relation and M&A officer of LandiRenzo Spa, a motor producer and alternative fuel solutions company
in Reggio Emilia, Italy. From 2009 to 2010, he served as the head of Corporate Finance for FBS SpA, a company involved in the
management of portfolios of distressed loans for international institutions and in the securitization of credit portfolios, in
Milan, Italy.





24







Diana
Chia-Huei Liu was our Chief Executive Officer and a director from our inception until September 30, 2013 and has been
a director since May 5, 2014. Ms. Liu was also our President from inception until April 2010. Ms. Liu served as President of AutoChina
International Limited (OTCBB: AUTCF) from its inception to April 9, 2009 (during which time it was known as Spring Creek Acquisition
Corp., a blank check company formed to acquire an operating business), and currently serves as a director. Ms. Liu has served
as the President of Cansbridge Capital Corp., a private investment firm specializing in early stage investments along the west
coast of North America (namely U.S. and Canada) and Asia, since August 1998. Prior to Cansbridge, Ms. Liu served as the Executive
Vice-President at Polaris Securities Group (TW: 6011), an investment firm in Taiwan, where she founded and managed its North American
operations from April 1994 to August 1998. From August 1991 to April 1994, Ms. Liu was an account portfolio manager in global
private banking at the Royal Bank of Canada (NYSE:RY), a full service banking firm. From October 1988 to August 1991, Ms. Liu
served as the regional sales manager for the province of British Columbia, Canada, at CIBC Securities, a subsidiary of CIBC (NYSE:CM),
a full service banking firm, where she founded and managed the mutual funds promotion division. Ms. Liu has served since June
2006 as a member of the Executive Committee and the Chair of the Investment Committee at the Asia Pacific Foundation, a Canadian
federal government created think tank and policy advisory board where she works closely with the co-CEOs on operational issues
and investment of its endowment funds. In addition, she also served as a director of the Vancouver Goh Ballet Society and BaySpec,
Inc., a supplier of optical components based in Fremont, California. Ms. Liu graduated with a BA in economics from the University
of British Columbia in Canada. Ms. Liu is married to Mr. William Yu, our Interim Chief Executive Officer and a director.



George
Kaufman was a director from March 2012 until September 30, 2013 and has been a director since May 5, 2014. Mr. Kaufman
has served as the Managing Director of Investment Banking for Chardan Capital Markets, LLC, a New York based broker/dealer, since
January 2006 and served as an Investment Banking Associate for Chardan from November 2004, when he joined the firm, to December
2005. As one of the seven original members of Chardan, Mr. Kaufman established the investment banking, brokerage and marketing
protocols and standards. He has extensive experience with operating and development stage companies, having lead and/or managed
over 30 public and private transactions. In addition, Mr. Kaufman founded Detroit Coffee Company, LLC, a national roaster, wholesaler
and retail distributor of high-end specialty coffees in January 2002 and currently serves as its chief executive officer. Since
June 2009, Mr. Kaufman has also served as a director of China Networks International Holdings Ltd. (OTCBB: CNWHF), a broadcast
television advertising company based in China. Mr. Kaufman received a Bachelor of Arts degree in Economics from the University
of Vermont in 1999.



| | B. | Compensation
| | -- | ------------



Director
and Executive Compensation



Director
Compensation



The
Board of Directors did not receive compensation in 2013 and does not currently receive compensation.



Executive
Compensation



Overview
of our Executive Compensation



Prior
to the Business Combination, we did not pay any compensation to our officers and directors. After the Business Combination and
through December 31, 2013, we paid management fees of $338,312 to the Manager, but no other compensation to our officers and directors.



William
Yu, our Interim Chief Executive Officer currently receive no compensation.



Amy
Lau, our Interim Chief Financial Officer is paid a monthly fee of USD$2,000 and was granted stock options to purchase 12,000 ordinary
shares at an exercise price of 2.00 per share in May 2014.



Andrea
Crespi Bel’skij, our Executive Vice President is paid a monthly fee of €3,500 and was granted stock options to purchase
50,000 ordinary shares at an exercise price of $2.00 per share in May 2014.



25





Share Options



Our
board of directors has approved the grant of options to purchase up to 220,000 of our ordinary shares to our directors, employees,
and consultants from time to time, with such terms and conditions as our officers may establish. Such option grants are governed
by individual grant agreements and stock restriction agreements as determined by our board of directors, and may be subject to
either time-based or performance-based vesting provisions. Our board of directors has the authority to amend, alter, suspend or
terminate our right to grant such share options without the consent of our shareholders within the 220,000 option limit. Accordingly,
such options may dilute the equity interest of our shareholders. As of the date hereof 122,000 options has been granted since
inception and 69,500 options are currently outstanding.



Employment
Agreements



We
do not have any employment agreements.



Pension
Benefits



None
of our named executives participates in or have account balances in qualified or nonqualified defined benefit plans sponsored
by us.



Nonqualified
Deferred Compensation



None
of our named executives participates in or have account balances in nonqualified defined contribution plans or other deferred
compensation plans maintained by us.



Potential
Payments upon Termination or Change in Control



None
of our named executives is entitled to any payments upon termination or change in control of our company.



| | C. | Board
                                         Practices
| | -- | --------------------------------------------------------



Board
Committees



Given
its small size, our board of directors no longer has committees.



Director
Independence



Our
board of directors has determined that George Kaufman qualifies as an independent director under the Nasdaq Marketplace Rules
because he is not currently be employed by us, and does not fall into any of the enumerated categories of people who cannot be
considered independent in the Nasdaq Marketplace Rules.



26







| | D. | Employees
| | -- | ---------



We currently
have two employees in Italy who perform certain administrative services for us.



| | E. | Share
                                         Ownership
| | -- | --------------------------------------------------------



See Item 7, below.



| | ITEM 7. | MAJOR
                                         SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
| | ------- | ------------------------------------------------------------------------------------------



| | A. | Major
                                         Shareholders
| | -- | -----------------------------------------------------------

The
following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange
Act, of our ordinary shares, as of April 30, 2014:



| | · | each
                                         person known to us to own beneficially more than 5% of our ordinary shares;
| | - | -------------------------------------------------------------------------------------------------------------------------

| | · | each
                                         of our directors and executive officers; and
| | - | ------------------------------------------------------------------------------------------

| | · | all
                                         of our directors and executive officers as a group.
| | - | ------------------------------------------------------------------------------------------------



Beneficial
ownership includes voting or investment power with respect to the securities and takes into consideration options exercisable
by a person within 60 days after the date of this report. Except as indicated below, and subject to applicable community property
laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially
owned by them.



|Name and
    Address (1)                                        |  | Number of Shares  Beneficially
    Owned |           |     | Percentage
    ofOwnership (2) | 
|--------------------------------------------------------------- |  | ---------------------------------------- | --------- | --- | ------------------------------ | 
|Diana Chia-Huei Liu                                             |  | 2,655,339(4)                             |           |     | 51.7%                          | 
|William Tsu-Cheng Yu                                            |  |                                          | 2,655,339 | (4) |                                | 
|Amy Lau                                                         |  |                                          | 5,500     |     |                                | 
|Andrea Crespi Bel'skij                                          |  |                                          | 0         |     |                                | 
|George Kaufman                                                  |  |                                          | 5,000     |     |                                | 
|All directors and executive officers as a group (5 individuals) |  |                                          | 2,665,839 |     |                                | 
|Yong Hui Li                                                     |  |                                          | 1,107,271 | (3) |                                | 
|Bell Real Estate S.r.l.                                         |  |                                          | 802,499   |     |                                | 
|Francesco Rotondi                                               |  |                                          | 479,928   |     |                                | 
|Gary Chang                                                      |  |                                          | 318,708   | (5) |                                | 
|Luca Massimo Failla                                             |  |                                          | 292,380   |     |                                | 



| | (1) | Unless otherwise noted, the
                                         business address for each of our beneficial owners is c/o Kaiyuan Real Estate Development;
                                         No. 322, Zhongshan East Road; Shijiazhuang; Hebei Province; 050011; China.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Based on 3,179,721 ordinary
                                         shares outstanding as of April 30, 2014. Beneficial
ownership includes voting or investment power with respect to the securities and takes into consideration options exercisable
by a person within 60 days after the date of this report.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Consists of (i) 310,502 ordinary
                                         shares, and (ii) 796,769 shares issuable upon exercise of warrants owned by Mr. Li.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



27







| | (4) | Consists of (i) 372,603 ordinary
                                         shares held by Diana Liu, (ii) 215,280 ordinary shares held by William Yu, (iii) 107,640
                                         ordinary shares held by Conrad Yu and Byron Yu, (iv) 1,039,270 shares issuable upon exercise
                                         of warrants owned by Ms. Liu, (v) 812,906 shares issuable upon exercise of warrants owned
                                         by Mr. Yu, and (vi) 107,640 shares issuable upon exercise of warrants owned by Conrad
                                         Yu and Byron Yu. Diana Liu and William Yu are married, and Conrad Yu and Byron Yu are
                                         the sons of Diana Liu and William Yu.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Consists of 124,201 ordinary
                                         shares and 194,507 shares of founder warrants held by Puway Limited; P.O. Box 957, Offshore
                                         Incorporations Center, Road Town, Tortola, British Virgin Islands. Gary Chang and Alice
                                         Chang, Gary Chang’s wife, are the sole owners and directors of Puway Limited and,
                                         as such, are the beneficial owners of the securities owned by Puway Limited
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As of July
31, 2014, 8.18% of our outstanding ordinary shares are held by record holders in the United States.



| | B. | Related
                                         Party Transactions
| | -- | -------------------------------------------------------------------



On
February 4, 2010, February 12, 2010, and November 7, 2010, Yong Hui Li, the Company’s Chairman, Diana Chia-Huei Liu, the
Company’s Chief Executive Officer and director, William Tsu-Cheng Yu, the Company’s President, Chief Financial Officer,
and director, The Shodan Company, an affiliate of William Tsu-Cheng Yu, Gary Han Ming Chang, the Company’s Chief Investment
Officer and director, Steven Chia-Sun Liu, Joseph Chia-Yao Liu, Olivia Lin Yu, and Joyce Chen Liu acquired an aggregate of 1,564,000
founders’ units for an aggregate purchase price of $1,564. Effective March 24, 2011, the founders’ units were reduced
in proportion to the reduction in the size of the Company’s IPO from an aggregate of 1,564,000 founders’ units to
an aggregate of 1,407,600 founders’ units. Following the partial exercise of the underwriters’ over-allotment option
on May 10, 2011, an aggregate of 165,592 founders’ units were forfeited for no consideration, and as a result the Company’s
founders own an aggregate of 1,242,008 founders’ units. Of these founders’ units, 247,744 founders’ units, and
the underlying ordinary shares and warrants will be forfeited for no consideration in the event the last sales price of the ordinary
shares does not equal or exceed $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations
and the like) for at least one period of 20 trading days within any 30-trading day period within 12 months following the closing
of the Company’s initial business combination, and an additional 247,744 founders’ units, and the underlying ordinary
shares and warrants will be forfeited for no consideration in the event the last sales price of the ordinary shares does not equal
or exceed $13.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for
at least one period of 20 trading days within any 30-trading day period between 12 and 24 months following the closing of the
Company’s initial business combination.



Immediately
prior to the consummation of the Company’s IPO, the representative of the underwriters of the Company’s IPO, Chardan
Capital Markets, LLC, and the founders and their designees purchased an aggregate of 2,185,067 warrants for an aggregate purchase
price of $1,638,800 (of which Chardan Capital Markets, LLC purchased 240,000 warrants for $180,000), or $0.75 per warrant. The
placement warrants are identical to the warrants underlying the units sold in the Company’s IPO, except that the placement
warrants may be exercised on a cashless basis at any time after a business combination, including the Business Combination, and
even if there is not an effective registration statement relating to the shares underlying the warrants so long as such warrants
are held by the purchasers or their affiliates and are subject to certain transfer restrictions. Such purchasers have also agreed
that the insider warrants will not be sold or transferred by them until after the Company has completed a business combination,
including the Business Combination.



28







Concurrently
with the Company’s IPO, the Company issued to Chardan Capital Markets, LLC, the representative of the underwriters of the
Company’s IPO as additional compensation, for a purchase price of $100, a unit purchase option to purchase 215,000 units
for $12.00 per unit. The units issuable upon exercise of this option are identical to those sold in the IPO, except for some differences
in redemption rights. The unit purchase option will be exercisable at any time, in whole or in part, commencing on the consummation
of the Company’s initial business combination, including the Business Combination, and expiring on the March 24, 2016. George
Kaufman, our director, is an employee of Chardan Capital Markets.



The
holders of the founders’ units (including the founders’ shares and founders’ warrants, and the ordinary shares
underlying the founders’ warrants), as well as the holders of the placement warrants (and underlying securities), will be
entitled to registration rights pursuant to an agreement signed at the time of the Company’s IPO. The holders of the majority
of these securities are entitled to make up to two demands that the Company register such securities. The holders of the founders’
units can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary
shares are to be released from escrow. The holders of a majority of the placement warrants (or underlying securities) can elect
to exercise these registration rights at any time after the Business Combination. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the Company’s consummation of a business
combination, including the Business Combination. The Company will bear the expenses incurred in connection with the filing of
any such registration statements, except that in no event will Chardan Capital Markets, LLC have more than one demand registration
right at the Company’s expense.



The
Company has agreed to pay to Kaiyuan Real Estate Development a total of $7,500 per month for office space, administrative services
and secretarial support for a period commencing on March 24, 2011 and ending on the earlier of the Company’s consummation
of a business combination, including the Business Combination, or the Company’s liquidation. Kaiyuan Real Estate Development
is an affiliate of Mr. Yong Hui Li, the Company’s Chairman. This arrangement was agreed to by Kaiyuan Real Estate Development
for the Company’s benefit and is not intended to provide Mr. Li compensation. From February 1, 2012 until January 31, 2013,
the Company secured approximately 150 sq. foot of additional office space, administrative services and secretarial support in
Taipei, Taiwan. Fees for the additional office space, administrative services and secretarial support were included in the $7,500
monthly fee paid to Kaiyuan. This arrangement terminated upon completion of the Business Combination. As of December 31,
2013, the Company owed Kaiyuan an aggregate of $203,312 under this arrangement. This amount is still outstanding as of June
30, 2014.



Prior
to completion of the Company’s IPO, Diana Liu, and William Yu loaned us an aggregate of $150,000 to cover expenses related
to the Company’s IPO. The loans were repaid in full on the consummation of the Company’s IPO. Diana Liu, and William
Yu loaned us an aggregate of $840,000 to fund the Company’s working capital requirements since the initial public offering
as well as certain reimbursable expenses incurred on behalf of the Company. Such loans did not bear interest prior to the Business
Combination, but currently bear interest at a rate of 10% per annum and are repayable on demand. As of August 31, 2014, the Company
owed Ms. Liu an aggregate of $853,641 including interest under these loans.



Immediately following
the closing of the Business Combination on September 30, 2013, the Company entered into an interest-bearing promissory note with
its underwriter, Chardan Capital Markets, LLC for the total remaining amount of $889,833 due to the underwriter, at the rate of
5% per annum, maturing on December 31, 2013. If the note was not repaid by December 31, 2013, Chardan had the right to convert
the note and accrued interest into ordinary shares at a price of $9.10 per share. In connection with the convertible right, $184,584
was allocated to the value of the beneficial conversion feature. As of December 31, 2013, full amount of the beneficial conversion
feature has been recorded as interest expense. As of the date of this report, the convertible right had not been exercised. On
December 31, 2013 (the note’s maturity date), the Company was not able to repay the note. As a result of the payment default,
an additional default interest rate of 10% per annum is added to the original 5% per annum interest rate starting December 31,
2013. George Kaufman, our director, is an employee of Chardan Capital Markets.



All
ongoing and future transactions between the Company and any of the Company’s executive officers and directors or their respective
affiliates, including loans by the Company’s directors or any forgiveness of loans, will require prior approval in each
instance by a majority of the Company’s disinterested directors, who had access, at the Company’s expense, to the
Company’s attorneys or independent legal counsel.



| | C. | Interests
                                         of Experts and Counsel
| | -- | -------------------------------------------------------------------------



Not required.



29







| | ITEM 8. | FINANCIAL
                                         INFORMATION
| | ------- | --------------------------------------------------------------



| | A. | Consolidated
                                         Statements and Other Financial Information.
| | -- | -------------------------------------------------------------------------------------------------



See Item 18.



| | B. | Significant
                                         Changes.
| | -- | -------------------------------------------------------------



None.



| | ITEM 9. | THE
                                         OFFER AND LISTING
| | ------- | --------------------------------------------------------------



| | A. | Offer
                                         and Listing Details.
| | -- | -------------------------------------------------------------------



Prime’s
ordinary shares, warrants and units have been traded on the OTCPink market since October 11, 2013, under the symbols “PACQF,”
“PAQWF” and “PAQUF,” respectively. Each of Prime’s units consists of one ordinary share and one
warrant, each to purchase an additional share of Prime’s ordinary shares. Prime’s units commenced to trade on Nasdaq
Stock Market on March 24, 2011. Prime’s ordinary shares and warrants commenced to trade separately from its units on March
25, 2011. Prime’s securities were delisted from the Nasdaq Stock Market on October 10, 2013 due to failure to meet the minimum
requirement of 300 shareholders.



The following
tables set forth, for the periods indicated, the high and low sale prices for our shares, warrants and units, respectively.



|                                          |  | Units |       |  | Ordinary Shares |   |       | Warrants | 
|----------------------------------------- |  | ----- | ----- |  | --------------- | - | ----- | -------- | 
|                                          |  | High  |       |  | Low             |   |       | High     | 
|Annual Highs and Lows                     |  |       |       |  |                 |   |       |          | 
|2011 (from March 24)                      |  | $     | 10.10 |  |                 | $ | 9.55  |          | 
|2012                                      |  |       | 10.33 |  |                 |   | 9.57  |          | 
|2013                                      |  |       | 17.95 |  |                 |   | 1.03  |          | 
|2014 (through September 8, 2014)          |  |       | 2.06  |  |                 |   | 1.03  |          | 
|                                          |  |       |       |  |                 |   |       |          | 
|Fiscal Quarterly Highs and Lows 2011      |  |       |       |  |                 |   |       |          | 
|First Quarter (from March 24)             |  | $     | 10.10 |  |                 | $ | 9.99  |          | 
|Second Quarter                            |  |       | 10.10 |  |                 |   | 9.85  |          | 
|Third Quarter                             |  |       | 10.02 |  |                 |   | 9.85  |          | 
|Fourth Quarter                            |  |       | 10.00 |  |                 |   | 9.55  |          | 
|                                          |  |       |       |  |                 |   |       |          | 
|Fiscal Quarterly Highs and Lows 2012      |  |       |       |  |                 |   |       |          | 
|First Quarter                             |  | $     | 10.01 |  |                 | $ | 9.57  |          | 
|Second Quarter                            |  |       | 10.01 |  |                 |   | 9.80  |          | 
|Third Quarter                             |  |       | 10.33 |  |                 |   | 9.88  |          | 
|Fourth Quarter                            |  |       | 10.20 |  |                 |   | 10.01 |          | 
|                                          |  |       |       |  |                 |   |       |          | 
|Fiscal Quarterly Highs and Lows 2013      |  |       |       |  |                 |   |       |          | 
|First Quarter                             |  | $     | 10.50 |  |                 | $ | 9.95  |          | 
|Second Quarter                            |  |       | 10.02 |  |                 |   | 10.01 |          | 
|Third Quarter                             |  |       | 17.95 |  |                 |   | 10.69 |          | 
|Fourth Quarter                            |  |       | 14.35 |  |                 |   | 1.03  |          | 
|                                          |  |       |       |  |                 |   |       |          | 
|Fiscal Quarterly Highs and Lows 2014      |  |       |       |  |                 |   |       |          | 
|First Quarter                             |  |       | 1.03  |  |                 |   | 1.03  |          | 
|Second Quarter                            |  |       | 1.03  |  |                 |   | 1.03  |          | 
|Third Quarter (through September 8, 2014) |  |       | 2.06  |  |                 |   | 1.03  |          | 





30







| | B. | Plan
                                         of Distribution
| | -- | -------------------------------------------------------------



Not Required.



| | C. | Markets
| | -- | -------



Prime’s
ordinary shares, warrants and units have been traded on the OTCPink market since October 11, 2013, under the symbols “PACQF,”
“PAQWF” and “PAQUF,” respectively. Each of Prime’s units consists of one ordinary share and one
warrant, each to purchase an additional share of Prime’s ordinary shares. Prime’s units commenced to trade on Nasdaq
Stock Market on March 24, 2011. Prime’s ordinary shares and warrants commenced to trade separately from its units on March
25, 2011. Prime’s securities were delisted from the Nasdaq Stock Market on October 10, 2013.



| | D. | Selling
                                         Shareholders
| | -- | -------------------------------------------------------------



Not Required.



| | E. | Dilution
| | -- | --------



Not Required.



| | F. | Expenses
                                         of the Issue
| | -- | --------------------------------------------------------------



Not Required.



| | ITEM 10. | ADDITIONAL
                                         INFORMATION
| | -------- | ---------------------------------------------------------------



| | A. | Share
                                         Capital
| | -- | ------------------------------------------------------



As of July
31, 2014, we had a total of 50,000,000 authorized ordinary shares, of which 3,179,721 ordinary shares were issued and outstanding.



We have
issued warrants to purchase 7,241,054 ordinary shares, options to purchase 215,000 units consisting of one ordinary share and
one warrant to purchase an ordinary share, and options to purchase 69,500 ordinary shares as of July 31, 2014.



31







| | B. | Memorandum
                                         and Articles of Association
| | -- | -------------------------------------------------------------------------------



Amended
and Restated Memorandum and Articles of Association



Registered
Office. Under our Amended and Restated Memorandum of Association, our Registered Office is located at the offices of Codan Trust
Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.



Objects
and Purposes. Under Article 3 of our Amended and Restated Memorandum of Association, the objects for which we are established
are unrestricted.



Directors.
Under Article 94 of our Articles of Association, no contract or transaction between us and one or more of our Directors (an “Interested
Director”) or officers, or between us and any of their affiliates (an “Interested Transaction”), will be void
or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of
our board or committee which authorizes the contract or transaction, or solely because any such director’s or officer’s
votes are counted for such purpose, if:



| | (a) | The material facts as to the
                                         director’s or officer’s relationship or interest and as to the contract or
                                         transaction are disclosed or are known to the our board of directors or the committee,
                                         and the board or committee in good faith authorizes the contract or transaction by the
                                         affirmative votes of a majority of the disinterested directors, even though the disinterested
                                         directors be less than a quorum; or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | The material facts as to the
                                         director’s or officer’s relationship or interest and as to the contract or
                                         transaction are disclosed or are known to our shareholders entitled to vote thereon,
                                         and the contract or transaction is specifically approved in good faith by vote of our
                                         shareholders; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | The contract or transaction
                                         is fair as to us as of the time it is authorized, approved or ratified, by the board,
                                         a committee or the shareholders.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



A majority
of independent directors must vote in favor of any Interested Transaction and determine that the terms of the Interested Transaction
are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third
parties.



Our board
shall review and approve all payments made to the founders, officers, directors, and their respective affiliates.



Rights,
Preferences and Restrictions Attaching to Our ordinary shares. We are authorized to issue 50,000,000 ordinary shares, par value
$0.001. As of the date of this report, 3,179,721 ordinary shares are issued and outstanding. Each share has the right to one vote
at a meeting of shareholders or on any resolution of shareholders, the right to an equal share in any dividend paid by us, and
the right to an equal share in the distribution of surplus assets. We may by a resolution of the board of directors redeem our
ordinary shares for such consideration as the board of directors determines.



Alteration
of Rights. If, at any time, our share capital is divided into different classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, whether or not we are being wound-up, be varied with
the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution
passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting
the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class.



32







Meetings.
Our annual meeting may be held at such time and place as their chairman or any two directors or any director and the secretary
or the board of directors shall appoint. The chairman or any two directors or any director and the secretary or the board of directors
may convene an extraordinary general meeting whenever in their judgment such a meeting is necessary. At least 10 clear days notice
of an annual meeting shall be given to each shareholder entitled to attend and vote thereat, stating the date, place, and time
at which the meeting is to be held, and if different, the record date for determining shareholders entitled to attend and vote
at the annual meeting, and, if practicable, the other business to be conducted at the meeting. At least 10 clear days notice of
an extraordinary general meeting shall be given to each shareholder entitled to attend and vote thereat, stating the date, place,
and time at which the meeting is to be held, and the general nature of the business to be considered at the meeting. A meeting
shall, notwithstanding the fact that it is called on shorter notice than otherwise required, be deemed to have been properly called
if it is so agreed by (i) all of the shareholders entitled to attend and vote thereat in the case of an annual meeting, and (ii)
75% of the shareholders entitled to attend and vote thereat in the case of an extraordinary general meeting. The accidental omission
to give notice of a meeting to, or the non-receipt of a notice of a meeting by, any person entitled to receive notice shall not
invalidate the proceedings at that meeting.



Limitations
on the Right to Own Securities. There are no limitations on the rights to own our securities, or limitations on the rights of
non-resident or foreign shareholders to hold or exercise voting rights on our securities, contained in our Amended and Restated
Memorandum and Articles of Association (or under Cayman Islands law).



| | C. | Material
                                         Contracts
| | -- | -----------------------------------------------------------



Transaction
Value Agreement



In
connection with the Business Combination, we entered into transaction value agreements (each, a “TVA” and collectively,
the “TVAs”) with the sellers of the Subsidiaries we acquired in the Business Combination. Each of the TVAs are based
on the same form of agreement, with the only material difference being the respective parties thereto.



Pursuant
to the TVAs, Prime has agreed to make the sellers whole in the event that the average sales price of all of the shares issued
pursuant to the purchase agreements that are sold in public market transactions is less than $10, by issuing additional ordinary
shares of Prime to the sellers. The make whole will be available only after the respective seller has sold all of the shares issued
pursuant to the applicable purchase agreement. The number of shares issuable pursuant to the make whole provisions of the TVAs
is the quotient of the total shortfall between $10 and the average price for all such shares sold in public market transactions,
divided by the then current fair market value of the combined company’s ordinary shares. Prime will be obligated to make
additional issuances of shares to the extent the sellers have a shortfall after disposing of any shares issued pursuant to the
make whole provisions. The make whole will terminate, and Prime will be entitled to repurchase any unsold shares issued, if any,
pursuant to the make whole for an aggregate purchase price of $1, once the total proceeds received by the applicable Seller for
any sales of shares (public or private) together with any cash dividend distributions received from the combined company equals
the product of number of shares issued pursuant to the applicable purchase agreement multiplied by $10.The terms of the
TVAs do not become effective until there is an effective registration statement covering such shares. The registration rights
agreement entered into with the sellers requires the Company to file a registration statement covering these shares as soon as
practicable. There are no liquidating damage or penalty provisions included in the registration rights agreement.



33







Each of
the TVAs grants the applicable seller a call option on the equity interest of the respective entity acquired by us in the Business
Combination in the event that such seller is unable to sell a sufficient number of shares to reach certain dollar targets in certain
periods set forth in the TVAs. Notwithstanding the foregoing and provided there is any effective registration statement covering
such shares, if the total value of shares traded in the public market equals the dollar target for a given period, then the call
option cannot be exercised for such period. In order to exercise the call option, a seller must deliver to the combined company
all of the proceeds received from the sale of shares issued pursuant to the applicable purchase agreement and TVA, together with
any such shares that have not been sold by the seller, but less certain franchise tax payments made by the sellers.



The TVAs
will terminate (i) if the applicable seller breaches certain provisions of the applicable TVA, or (ii) once a seller has sold
sufficient shares to receive the targeted amount specified.



| | D. | Exchange
                                         controls
| | -- | ----------------------------------------------------------



Under Cayman
Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions
that affect the remittance of dividends, interest or other payments to nonresident holders of our shares.



| | E. | Taxation
| | -- | --------



The
following summary of the material Cayman Islands and U.S. federal income tax consequences of an investment in our units, ordinary
shares and redeemable warrants to acquire our ordinary shares, sometimes referred to collectively in this summary as our “securities,”
is based upon laws and relevant interpretations thereof in effect as of the date of this report, all of which are subject to change.
This summary does not deal with all possible tax consequences relating to an investment in our securities, such as the tax consequences
under state, local and other tax laws.



Cayman Islands Taxation



The
Government of the Cayman Islands will not, under existing legislation, impose any income, corporate or capital gains tax, estate
duty, inheritance tax, gift tax or withholding tax upon us or our security holders. The Cayman Islands are not party to any double
taxation treaties.



No
Cayman Islands stamp duty will be payable by our security holders in respect of the issue or transfer of our securities. However,
an instrument transferring title to our securities, if brought to or executed in the Cayman Islands, would be subject to Cayman
Islands stamp duty.



We
have received an undertaking from the Governor-in-Cabinet of the Cayman Islands that, in accordance with section 6 of the Tax
Concessions Law (1999 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which
is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or
our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature
of estate duty or inheritance tax shall be payable (i) on our securities, debentures or other obligations or (ii) by way of the
withholding in whole or in part in connection with the payment of a dividend or other distribution of income or capital by us
to our security holders or a payment by us of principal or interest or other sums due under a debenture or other obligation.



34







United States Federal Income
Taxation



General



The
following is a summary of the material U.S. federal income tax consequences to an investor of the acquisition, ownership and disposition
of our securities.



Because
the components of a unit are separable at the option of the holder, the holder of a unit generally should be treated, for U.S.
federal income tax purposes, as the owner of the underlying ordinary share and one redeemable warrant components of the unit,
as the case may be. As a result, the discussion below of the U.S. federal income tax consequences with respect to actual holders
of ordinary shares and redeemable warrants should also apply to holders of units (as the deemed owners of the underlying ordinary
shares and redeemable warrants which comprise the units).



The
discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of
our securities that is for U.S. federal income tax purposes:



| | · | an
                                         individual citizen or resident of the United States;
| | - | ------------------------------------------------------------------------------------------------



| | · | a
                                         corporation (or other entity treated as a corporation) that is created or organized (or
                                         treated as created or organized) in or under the laws of the United States, any state
                                         thereof or the District of Columbia;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | an
                                         estate whose income is includible in gross income for U.S. federal income tax purposes
                                         regardless of its source; or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | a
                                         trust if (i) a U.S. court can exercise primary supervision over the trust’s administration
                                         and one or more U.S. persons are authorized to control all substantial decisions of the
                                         trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations
                                         to be treated as a U.S. person.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If
a beneficial owner of our securities is not described as a U.S. Holder and is not an entity treated as a partnership or other
pass-through entity for U.S. federal income tax purposes, such owner will be considered a “Non-U.S. Holder.” The material
U.S. federal income tax consequences of the acquisition, ownership and disposition of our securities applicable specifically to
Non-U.S. Holders are described below under the heading “Non-U.S. Holders.”



This
summary is based on the Internal Revenue Code of 1986, as amended, or the “Code,” its legislative history, Treasury
regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject
to change or differing interpretations, possibly on a retroactive basis.



This
discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on
such holder’s individual circumstances. In particular, this discussion considers only holders that own and hold our securities
as capital assets within the meaning of Section 1221 of the Code, and does not address the alternative minimum tax. In addition,
this discussion does not address the U.S. federal income tax consequences to holders that are subject to special rules, including:



| | · | financial
                                         institutions or financial services entities;
| | - | -----------------------------------------------------------------------------------------------

| |   |                
| | - | ---------------
| | · | broker-dealers;

| |   |                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------
| | · | persons
                                         that are subject to the mark-to-market accounting rules under Section 475 of the Code;

| |   |                                                              
| | - | -------------------------------------------------------------
| | · | tax-exempt
                                         entities;



35







| | · | governments
                                         or agencies or instrumentalities thereof;
| | - | ----------------------------------------------------------------------------------------------
| |   |                                                                                               

| | · | insurance
                                         companies;
| | - | -------------------------------------------------------------
| |   |                                                              

| | · | regulated
                                         investment companies;
| | - | ------------------------------------------------------------------------
| |   |                                                                         

| | · | real
                                         estate investment trusts;
| | - | -----------------------------------------------------------------------
| |   |                                                                        

| | · | certain
                                         expatriates or former long-term residents of the United States;
| | - | ----------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                 

| | · | persons
                                         that actually or constructively own 5 percent or more of our voting shares;
| | - | ----------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                             

| | · | persons
                                         that acquired our securities pursuant to the exercise of employee share options, in connection
                                         with employee share incentive plans or otherwise as compensation;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                           

| | · | persons
                                         that hold our securities as part of a straddle, constructive sale, hedging, conversion
                                         or other integrated transaction;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                  

| | · | persons
                                         whose functional currency is not the U.S. dollar;
| | - | --------------------------------------------------------------------------------------------------
| |   |                                                                                                   

| | · | controlled
                                         foreign corporations; or
| | - | ----------------------------------------------------------------------------
| |   |                                                                             

| | · | passive
                                         foreign investment companies.
| | - | ------------------------------------------------------------------------------



This
discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, or state, local or
non-U.S. tax laws or, except as discussed herein, any tax reporting obligations applicable to a holder of our securities. Additionally,
this discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities
through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is
the beneficial owner of our securities, the U.S. federal income tax treatment of a partner in the partnership generally will depend
on the status of the partner and the activities of the partnership. This discussion also assumes that any distributions made (or
deemed made) by us on our ordinary shares and any consideration received (or deemed received) by a holder in consideration for
the sale or other disposition of our securities will be in U.S. dollars.



We
have not sought, and will not seek, a ruling from the Internal Revenue Service, or “IRS,” or an opinion of counsel
as to any U.S. federal income tax consequence described herein. The IRS may disagree with the description herein, and its determination
may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or
court decisions will not adversely affect the accuracy of the statements in this discussion.



THIS
DISCUSSION IS ONLY A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION
OF OUR SECURITIES. EACH PROSPECTIVE INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR
TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY
AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.



36







Allocation of Purchase Price
and Characterization of a Unit



While
not free from doubt, each unit should be treated for U.S. federal income tax purposes as an investment unit consisting of one
ordinary share and one redeemable warrant to acquire one ordinary share. For U.S. federal income tax purposes, each holder of
a unit must allocate the purchase price of a unit between the ordinary share and the redeemable warrant that comprise the unit
based on the relative fair market value of each at the time of acquisition. The price allocated to the ordinary share or to the
redeemable warrant will be the holder’s tax basis in such share or redeemable warrant, as the case may be.



Each
holder is advised to consult its own tax advisor with respect to the risks associated with an investment in a unit (including
alternative characterizations of a unit or the components thereof) and regarding the risks associated with an allocation of the
purchase price between the ordinary share and the redeemable warrant that comprise a unit. The balance of this discussion assumes
that our characterization of the units (and the components thereof) and any allocation of the purchase price as described above
are respected for U.S. federal income tax purposes.



U.S. Holders



Taxation of Cash Distributions
Paid on Ordinary Shares



Subject
to the passive foreign investment company (“PFIC”) rules discussed below, a U.S. Holder generally will be required
to include in gross income as ordinary income the amount of any cash dividend paid on our ordinary shares. A cash distribution
on our shares generally will be treated as a dividend for U.S. federal income tax purposes to the extent paid out of our current
or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividend generally will not
be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from
other domestic corporations. The portion of such distribution, if any, in excess of such earnings and profits generally will constitute
a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in
such ordinary shares. Any remaining excess generally will be treated as gain from the sale or other taxable disposition of such
ordinary shares and will be treated as described under “Taxation on the Disposition of Ordinary Shares and Redeemable Warrants”
below.



With
respect to non-corporate U.S. Holders, such dividends may be subject to U.S. federal income tax at the lower applicable long-term
capital gains tax rate (see “— Taxation on the Disposition of Ordinary Shares and Redeemable Warrants” below)
provided that (1) such shares are readily tradable on an established securities market in the United States, (2) we are not a
PFIC, as discussed below, for either the taxable year in which the dividend was paid or the preceding taxable year, and (3) certain
holding period requirements are met. It is not entirely clear, however, whether a U.S. Holder’s holding period for such
shares would be suspended for purposes of clause (3) above for the period that such holder had a right to have such shares redeemed
by us. Under published IRS authority, shares are considered for purposes of clause (1) above to be readily tradable on an established
securities market in the United States only if they are listed on certain exchanges, which presently do include the OTC Pink market.
Because our ordinary shares are currently listed and traded only on the OTC Pink market, any dividends paid on such shares are
not expected to qualify for the lower rate. U.S. Holders should consult their own tax advisors regarding the availability of the
lower rate for any cash dividends paid with respect to our ordinary shares.



37







Possible Constructive
Distributions



The
terms of each redeemable warrant provide for an adjustment to the number of shares for which the redeemable warrant may be exercised
or to the exercise price of the redeemable warrant in certain events. An adjustment which has the effect of preventing dilution
generally is not taxable. However, the U.S. Holders of the redeemable warrants would be treated as receiving a constructive distribution
from us if, for example, the adjustment increases the redeemable warrant holders’ proportionate interest in our assets or
earnings and profits (e.g., through an increase in the number of ordinary shares that would be obtained upon exercise) as a result
of a distribution of cash to the holders of our ordinary shares which is taxable to the U.S. Holders of such ordinary shares as
described under “— Taxation of Cash Distributions Paid on Ordinary Shares” above. Such constructive distribution
would be subject to tax as described under that section in the same manner as if the U.S. Holders of the redeemable warrants received
a cash distribution from us equal to the fair market value of such increased interest.



Taxation on the Disposition
of Ordinary Shares and Redeemable Warrants



Upon
a sale or other taxable disposition of our ordinary shares or redeemable warrants (which, in general, would include a distribution
in connection with our liquidation or a redemption of ordinary shares, as described in “Taxation on the Redemption of Ordinary
Shares” below, or a redemption of redeemable warrants), and subject to the PFIC rules discussed below, a U.S. Holder generally
will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s
adjusted tax basis in the ordinary shares or redeemable warrants. See “—Exercise or Lapse of Redeemable Warrants”
below for a discussion regarding a U.S. Holder’s basis in the ordinary shares acquired pursuant to the exercise of redeemable
warrants.



The
regular U.S. federal income tax rate on capital gains recognized by U.S. Holders generally is the same as the regular U.S. federal
income tax rate on ordinary income, except that long-term capital gains recognized by non-corporate U.S. Holders are generally
subject to U.S. federal income tax at a maximum regular rate of 20%. Capital gain or loss will constitute long-term capital gain
or loss if the U.S. Holder’s holding period for the ordinary shares or redeemable warrants exceeds one year. The deductibility
of capital losses is subject to various limitations.



Taxation on the Redemption
of Ordinary Shares



In
the event that a U.S. Holder receives cash pursuant to a redemption of its ordinary shares, the redemption generally will be treated
as a sale of our ordinary shares, rather than as a distribution. The redemption, however, will be treated as a distribution and
taxed as described in “— Taxation of Cash Distributions Paid on Ordinary Shares,” above, if (i) the redemption
is “essentially equivalent to a dividend” (meaning that the U.S. Holder’s percentage ownership in us (including
shares the U.S. Holder is deemed to own under certain constructive ownership rules, which provide, among other things, that the
U.S. Holder is deemed to own any shares that it holds a warrant to acquire) after the redemption is not meaningfully reduced from
what its percentage ownership in us (including constructive ownership) was prior to the redemption), (ii) the redemption is not
“substantially disproportionate” as to that U.S. Holder (“substantially disproportionate” meaning, among
other requirements, that the percentage of our outstanding voting shares owned (including constructive ownership) by such holder
immediately following the redemption is less than 80% of that percentage owned (including constructive ownership) by such holder
immediately before the redemption), and (iii) the redemption does not result in a “complete termination” of the U.S.
Holder’s interest in us (taking into account certain constructive ownership rules). If the U.S. Holder had a relatively
minimal interest in our ordinary shares and, taking into account the effect of redemptions by other shareholders, its percentage
ownership (including constructive ownership) in us is reduced as a result of the redemption, such holder generally should be regarded
as having a meaningful reduction in interest. For example, the IRS has indicated in a published ruling that even a small reduction
in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate
affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to
the U.S. federal income tax consequences to it of any redemption of its ordinary shares.



38







Additional Taxes



U.S.
Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally will be subject to a 3.8%
Medicare contribution tax on unearned income, including, without limitation, dividends on, and gains from the sale or other taxable
disposition of, our securities, subject to certain limitations and exceptions. Under recently issued regulations, in the absence
of a special election, such unearned income generally would not include income inclusions under the qualified electing fund, or
“QEF,” rules discussed below under “— Passive Foreign Investment Company Rules,” but would include
distributions of earnings and profits from a QEF. U.S. Holders should consult their own tax advisors regarding the effect, if
any, of such tax on their ownership and disposition of our securities.



Exercise or Lapse of Redeemable
Warrants



Subject
to the PFIC rules discussed below, a U.S. Holder will not recognize gain or loss upon the acquisition of ordinary shares on the
exercise of redeemable warrants for cash. Ordinary shares acquired pursuant to the exercise of redeemable warrants for cash will
have a tax basis equal to the U.S. Holder’s tax basis in the redeemable warrants, increased by the amount paid to exercise
the redeemable warrants. The holding period of such ordinary shares should begin on the day after the date of exercise of the
redeemable warrants. If a redeemable warrant is allowed to lapse unexercised, a U.S. Holder will generally recognize a capital
loss equal to such holder’s adjusted tax basis in the redeemable warrant.



Passive Foreign Investment
Company Rules



A
foreign (i.e., non-U.S.) corporation will be a PFIC if at least 75% of its gross income in a taxable year of the foreign corporation,
including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares
by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year
of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its
pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held
for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties
(other than certain rents or royalties derived from the active conduct of a trade or business) and gains from the disposition
of passive assets.



We
have not performed a definitive analysis as to our PFIC status for our 2013 taxable year. Accordingly, there can be no
assurance with respect to our status as a PFIC for our 2013 taxable year (or any subsequent taxable year) with respect to
U.S. Holders that purchased our shares in 2013 (or thereafter).



If
we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder
of our ordinary shares or redeemable warrants and, in the case of our ordinary shares, the U.S. Holder did not make either a timely
QEF election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) ordinary shares, a QEF
election along with a purging election, or a mark-to-market election, each as described below, such holder generally will be subject
to special rules for regular U.S. federal income tax purposes with respect to:



| | · | any
                                         gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares
                                         or redeemable warrants; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | any
                                         “excess distribution” made to the U.S. Holder (generally, any distributions
                                         to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125%
                                         of the average annual distributions received by such U.S. Holder in respect of the ordinary
                                         shares during the three preceding taxable years of such U.S. Holder or, if shorter, such
                                         U.S. Holder’s holding period for the ordinary shares).
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



39







Under these rules,



| | o | the
                                         U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S.
                                         Holder’s holding period for the ordinary shares or redeemable warrants;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | the
                                         amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized
                                         the gain or received the excess distribution, or to the period in the U.S. Holder’s
                                         holding period before the first day of our first taxable year in which we are a PFIC,
                                         will be taxed as ordinary income;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | the
                                         amount allocated to other taxable years (or portions thereof) of the U.S. Holder and
                                         included in its holding period will be taxed at the highest tax rate in effect for that
                                         year and applicable to the U.S. Holder; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | the
                                         interest charge generally applicable to underpayments of tax will be imposed in respect
                                         of the tax attributable to each such other taxable year of the U.S. Holder.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In
general, if we are determined to be a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above in respect to our
ordinary shares by making a timely QEF election (or a QEF election along with a purging election). Pursuant to the QEF election,
a U.S. Holder will be required to include in income its pro rata share of our net capital gains (as long-term capital gain) and
other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year
of the U.S. Holder in which or with which our taxable year ends. A U.S. Holder may make a separate election to defer the payment
of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest
charge.



A
U.S. Holder may not make a QEF election with respect to its redeemable warrants. As a result, if a U.S. Holder sells or otherwise
disposes of a redeemable warrant (other than upon exercise of the redeemable warrant), any gain recognized will be subject to
the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at
any time during the period the U.S. Holder held the redeemable warrants. If a U.S. Holder that exercises such redeemable warrants
properly makes a QEF election with respect to the newly acquired ordinary shares (or has previously made a QEF election with respect
to our ordinary shares), the QEF election will apply to the newly acquired ordinary shares, but the adverse tax consequences relating
to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to
apply with respect to such newly acquired ordinary shares (which generally will be deemed to have a holding period for purposes
of the PFIC rules that includes the period the U.S. Holder held the redeemable warrants), unless the U.S. Holder makes a purging
election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging
election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described
above. As a result of the purging election, the U.S. Holder will increase the adjusted tax basis in its ordinary shares acquired
upon the exercise of the redeemable warrants by the gain recognized and also will have a new holding period in such shares for
purposes of the PFIC rules.



40







The
QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A
U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive
Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement,
to a timely filed U.S. federal income tax return for the taxable year to which the election relates. Retroactive QEF elections
generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the
consent of the IRS.



In
order to comply with the requirements of a QEF election, a U.S. Holder must receive certain information from us. Upon request
from a U.S. Holder, we will endeavor to provide to the U.S. Holder no later than 90 days after the request such information as
the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a
QEF election. However, there is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the
required information to be provided. Therefore, a U.S. Holder’s QEF election may not be effective. Any U.S. Holder wishing
to make a QEF election should consult with his tax advisor.



If
a U.S. Holder has made a QEF election with respect to our ordinary shares, and the special tax and interest charge rules do not
apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder holds (or
is deemed to hold) such shares or a QEF election, along with a purge of the PFIC taint pursuant to a purging election, as described
below), any gain recognized on the sale or other taxable disposition of our ordinary shares generally will be taxable as capital
gain and no interest charge will be imposed. As discussed above, for regular U.S. federal income tax purposes, U.S. Holders of
a QEF are currently taxed on their pro rata shares of the QEF’s earnings and profits, whether or not distributed. In such
case, a subsequent distribution of such earnings and profits that were previously included in income should not be taxable as
a dividend to such U.S. Holders. The adjusted tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts
that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis
adjustments apply to property if by reason of holding such property the U.S. Holder is treated under the applicable attribution
rules as owning shares in a QEF.



Although
a determination as to our PFIC status will be made annually, the initial determination that we are a PFIC generally will apply
for subsequent years to a U.S. Holder who held ordinary shares or redeemable warrants while we were a PFIC, whether or not we
meet the test for PFIC status in those subsequent years. A U.S. Holder who makes the QEF election discussed above for our first
taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) our ordinary shares, however, will not be subject
to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such U.S. Holder will not be
subject to the QEF inclusion regime with respect to such shares for any of our taxable years that end within or with a taxable
year of the U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our
taxable years in which we are a PFIC and during which the U.S. Holder holds (or is deemed to hold) our ordinary shares, the PFIC
rules discussed above will continue to apply to such shares unless the holder files on a timely filed U.S. income tax return (including
extensions) a QEF election and a purging election to recognize under the rules of Section 1291 of the Code any gain that it would
otherwise recognize if the U.S. Holder sold the ordinary shares for their fair market value on the “qualification date.”
The qualification date is the first day of our tax year in which we qualify as a QEF with respect to such U.S. Holder. The purging
election can only be made if such U.S. Holder held our ordinary shares on the qualification date. The gain recognized by the purging
election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described
above. As a result of the purging election, the U.S. Holder will increase the adjusted tax basis in its ordinary shares by the
amount of the gain recognized and will also have a new holding period in the ordinary shares for purposes of the PFIC rules.



41







Alternatively,
if a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder
may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market
election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) our ordinary shares
and for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect
to its ordinary shares. Instead, in general, the U.S. Holder will include as ordinary income for each year that we are treated
as a PFIC the excess, if any, of the fair market value of its ordinary shares at the end of its taxable year over the adjusted
tax basis in its ordinary shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any,
of the adjusted tax basis of its ordinary shares over the fair market value of its ordinary shares at the end of its taxable year
(but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S.
Holder’s adjusted tax basis in its ordinary shares will be adjusted to reflect any such income or loss amounts, and any
further gain recognized on a sale or other taxable disposition of the ordinary shares will be treated as ordinary income. Currently,
a mark-to-market election may not be made with respect to redeemable warrants.



The
mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered
with the Securities and Exchange Commission, which does not include the OTC Pink market, or on a foreign exchange or market that
the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Because
our ordinary shares are currently listed and traded only on the OTC Pink market, such shares are not expected to be treated as
marketable stock for purposes of the election. U.S. Holders should consult their own tax advisors regarding the availability and
tax consequences of a mark-to-market election in respect to our ordinary shares under their particular circumstances.



If
we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, a U.S. Holder of our ordinary shares should
be deemed to own a portion of the shares of such lower-tier PFIC, and could incur liability for the deferred tax and interest
charge described above if we receive a distribution from, or dispose of all or part of our interest in, or the U.S. Holder were
otherwise deemed to have disposed of an interest in, the lower-tier PFIC. Upon request, we will endeavor to cause any lower-tier
PFIC to provide to a U.S. Holder no later than 90 days after the request the information that may be required to make or maintain
a QEF election with respect to the lower- tier PFIC. However, we do not plan to make annual determinations or otherwise notify
U.S. Holders of the status of any such lower-tier PFIC. There is also no assurance that we will be able to cause the lower-tier
PFIC to provide the required information. A mark-to-market election generally would not be available with respect to such a lower-tier
PFIC. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.



A
U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder may have to file an IRS
Form 8621 (whether or not a QEF election or mark-to-market election is or has been made) with such U.S. Holder’s U.S. federal
income tax return and provide such other information as may be required by the U.S. Treasury Department.



The
rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in
addition to those described above. Accordingly, U.S. Holders of our ordinary shares and redeemable warrants should consult their
own tax advisors concerning the application of the PFIC rules to our ordinary shares and redeemable warrants under their particular
circumstances.



42







Non-U.S. Holders



Dividends
(including constructive dividends) paid or deemed paid to a Non-U.S. Holder in respect to our securities generally will not be
subject to U.S. federal income tax, unless such dividends are effectively connected with the Non-U.S. Holder’s conduct of
a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent
establishment or fixed base that such holder maintains or maintained in the United States).



In
addition, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other
taxable disposition of our securities unless such gain is effectively connected with its conduct of a trade or business in the
United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base
that such holder maintains or maintained in the United States) or the Non-U.S. Holder is an individual who is present in the United
States for 183 days or more in the taxable year of sale or other disposition and certain other conditions are met (in which case,
such gain from U.S. sources generally is subject to U.S. federal income tax at a 30% rate or a lower applicable tax treaty rate).



Dividends
and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States
(and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder
maintains or maintained in the United States) generally will be subject to regular U.S. federal income tax at the same regular
U.S. federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation
for U.S. federal income tax purposes, may also be subject to an additional branch profits tax at a 30% rate or a lower applicable
tax treaty rate.



The
U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a redeemable warrant, or the lapse of a redeemable
warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse
of a redeemable warrant by a U.S. Holder, as described under “U.S. Holders — Exercise or Lapse of Redeemable Warrants,”
above.



Backup Withholding and Information
Reporting



In
general, information reporting for U.S. federal income tax purposes should apply to distributions made on our securities within
the United States to a U.S. Holder (other than an exempt recipient) and to the proceeds from sales and other dispositions of our
securities by a U.S. Holder (other than an exempt recipient) to or through a U.S. office of a broker. Payments made (and sales
and other dispositions effected at an office) outside the United States will be subject to information reporting in limited circumstances.
In addition, certain information concerning a U.S. Holder’s adjusted tax basis in its securities and adjustments to that
tax basis and whether any gain or loss with respect to such securities is long-term or short-term also may be required to be reported
to the IRS, and certain holders may be required to file an IRS Form 8938 (Statement of Specified Foreign Financial Assets) to
report their interest in our securities.



Moreover,
backup withholding of U.S. federal income tax at a rate of 28% generally will apply to dividends paid on our securities to a U.S.
Holder (other than an exempt recipient) and the proceeds from sales and other dispositions of our securities by a U.S. Holder
(other than an exempt recipient), in each case who (a) fails to provide an accurate taxpayer identification number; (b) is notified
by the IRS that backup withholding is required; or (c) in certain circumstances, fails to comply with applicable certification
requirements.



A
Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification
of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an
exemption.



Backup
withholding is not an additional tax. Rather, the amount of any backup withholding will be allowed as a credit against a U.S.
Holder’s or a Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided
that certain required information is timely furnished to the IRS. Holders are urged to consult their own tax advisors regarding
the application of backup withholding and the availability of and procedures for obtaining an exemption from backup withholding
in their particular circumstances.



43







| | F. | Dividends
                                         and paying agents
| | -- | --------------------------------------------------------------------



Prime
paid a dividend to its public shareholders of one warrant for every four shares that were not redeemed in connection with the
Business Combination on October 24, 2013. Except for the foregoing, the Company does not have future dividend plans and
any future dividend policy will be determined by the Company’s Board of Directors.



| | G. | Statement
                                         by Experts
| | -- | -------------------------------------------------------------



Not
applicable.



| | H. | Documents
                                         on Display
| | -- | -------------------------------------------------------------



Documents
concerning us that are referred to in this document may be inspected at our principal executive offices at No. 322, Zhongshan
East Road, Shijiazhuang, Hebei Province, 050011 People’s Republic of China.



In
addition, we will file annual reports and other information with the Securities and Exchange Commission. We will file annual reports
on Form 20-F and submit other information under cover of Form 6-K. As a foreign private issuer, we are exempt from the proxy requirements
of Section 14 of the Exchange Act and our officers, directors and principal shareholders will be exempt from the insider short-swing
disclosure and profit recovery rules of Section 16 of the Exchange Act. Annual reports and other information we file with the
Commission may be inspected at the public reference facilities maintained by the Commission at Room 1580, 100 F. Street, N.E.,
Washington, D.C. 20549, and copies of all or any part thereof may be obtained from such office upon payment of the prescribed
fees. You may call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference room and
you can request copies of the documents upon payment of a duplicating fee, by writing to the Commission. In addition, the Commission
maintains a web site that contains reports and other information regarding registrants (including us) that file electronically
with the Commission which can be assessed at http://www.sec.gov.



| | I. | Subsidiary
                                         Information
| | -- | ---------------------------------------------------------------



Not
required.



| | ITEM 11. | QUANTITATIVE
                                         AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
| | -------- | --------------------------------------------------------------------------------------------------



Interest
Rate Risk



The
Group’s exposure to interest rate risk primarily relates to its outstanding debts, which is mostly in the form of variable
interest rate mortgage. The current weighted average interest rate on such debts is 3.5%.



44







According
to the Group’s lease agreements with its tenants, there is a clause allowing the Group to increase the lease payment at
the end of each year term in connection with the official inflation rate published by the Italian government. A 1% inflation rate
would yield a 7% increase in rental income. Although there is no direct correlation between the increase of the inflation rate
and the increase in interest rate published by the Italian Central Bank, the increase of interest rate has been historically significantly
less than the inflation rate. This clause in the lease agreements aims to increase the level of cash inflow for covering the variable
interest rate mortgage.



The
current weighted average interest rate on the variable interest rate mortgage is 3.5%. The following sensitivity analysis demonstrates
different scenarios that may occur in the future. Based on the following sensitivity analysis, a 1% increase in inflation with
a 0.25% increase in interest rate would yield a 7% increase in the rental income and 7% increase in the gross profit before operating
expenses. If the interest rate increases in a significant lower rate than inflation rate, the effect on net profit would be favorable.



|                                                                                                      |  | Current at 3.5% weighted average interest rate |           |  | Assuming 1% inflation and 0.25% interest rate increase |   |           | Assuming 1% inflation and 0.5% interest rate increase |  |   | Assuming 2% inflation and 0.5% interest rate increase |  |  | Assuming 2% inflation and 1% interest rate increase |           |  | Assuming 3% inflation and 1% interest rate increase |   |           | Assuming 3% inflation and 1.5% interest rate increase | 
|----------------------------------------------------------------------------------------------------- |  | ---------------------------------------------- | --------- |  | ------------------------------------------------------ | - | --------- | ----------------------------------------------------- |  | - | ----------------------------------------------------- |  |  | --------------------------------------------------- | --------- |  | --------------------------------------------------- | - | --------- | ----------------------------------------------------- | 
|                                                                                                      |  |                                                |           |  |                                                        |   |           |                                                       |  |   |                                                       |  |  |                                                     |           |  |                                                     |   |           |                                                       | 
|Current annual rental based on existing lease agreements                                              |  | $                                              | 3,720,000 |  |                                                        |   |           |                                                       |  |   |                                                       |  |  |                                                     |           |  |                                                     |   |           |                                                       | 
|                                                                                                      |  |                                                |           |  |                                                        |   |           |                                                       |  |   |                                                       |  |  |                                                     |           |  |                                                     |   |           |                                                       | 
|Adjusted annual rental income according to the inflation rate                                         |  |                                                |           |  |                                                        | $ | 3,757,200 |                                                       |  | $ | 3,757,200                                             |  |  | $                                                   | 3,794,400 |  |                                                     | $ | 3,794,400 |                                                       | 
|                                                                                                      |  |                                                |           |  |                                                        |   |           |                                                       |  |   |                                                       |  |  |                                                     |           |  |                                                     |   |           |                                                       | 
|$ Increase in rental income                                                                           |  |                                                |           |  |                                                        |   | 37,200    |                                                       |  |   | 37,200                                                |  |  |                                                     | 74,400    |  |                                                     |   | 74,400    |                                                       | 
|                                                                                                      |  |                                                |           |  |                                                        |   |           |                                                       |  |   |                                                       |  |  |                                                     |           |  |                                                     |   |           |                                                       | 
|% increase in rental income with inflation rate adjustment                                            |  |                                                |           |  |                                                        |   | 1%        |                                                       |  |   | 1%                                                    |  |  |                                                     | 2%        |  |                                                     |   | 2%        |                                                       | 
|                                                                                                      |  |                                                |           |  |                                                        |   |           |                                                       |  |   |                                                       |  |  |                                                     |           |  |                                                     |   |           |                                                       | 
|Annual finance expense                                                                                |  |                                                | 2,315,165 |  |                                                        |   | 2,077,033 |                                                       |  |   | 2,215,502                                             |  |  |                                                     | 2,215,502 |  |                                                     |   | 2,492,440 |                                                       | 
|                                                                                                      |  |                                                |           |  |                                                        |   |           |                                                       |  |   |                                                       |  |  |                                                     |           |  |                                                     |   |           |                                                       | 
|Effect of interest expense on the gross profit before operating
    expenses                          |  |                                                |           |  |                                                        |   | 275,332   |                                                       |  |   | 136,863                                               |  |  |                                                     | 174,063   |  |                                                     |   | (102,875  | )                                                     | 
|                                                                                                      |  |                                                |           |  |                                                        |   |           |                                                       |  |   |                                                       |  |  |                                                     |           |  |                                                     |   |           |                                                       | 
|% increase (decrease) on effect of interest expense on
    the gross profit before operating expenses |  |                                                |           |  |                                                        |   | 7%        |                                                       |  |   | 4%                                                    |  |  |                                                     | 5%        |  |                                                     |   | -3%       |                                                       | 



Some
subsidiaries have stipulated Interest Rate Swap agreements linked to floating rate medium-term leasing contracts with the aim
of ensuring itself a fixed rate on their operations. The notional value as at December 31, 2013 is equal to $8,326,042. The change
in fair value since the Business Combination amounted to $50,649.



Credit
Risk



The
Group is exposed to credit risk from granting of credit to its tenants. The granting of credit to tenants is subject to specific
preliminary and on-going assessments of each tenant. Positions amongst trade receivables (if individually significant) for which
objective partial or total non-recoverability is ascertained, are subject to individual write-down.



45







The
Group monitors the credit of the tenants of its properties by reviewing financial statements that all companies are required to
publicly file. Such activity is performed on average on a yearly basis and on a quarterly basis for those tenants who issue interim
financial reports. The Group also monitors news reports regarding its tenants and/or their respective businesses and the timeliness
of rent collections.



Other
credit risk for the Group also arises from cash and cash equivalents and deposits with banks and financial institutions. As of
December 31, 2013, the Group has a significant amount of cash held at the following institutions:



|Description                                             |  | Rating |  | 2013 |        
|------------------------------------------------------- |  | ------ |  | ---- | -------
|                                                        |  |        |  |      |        
|M&T Bank                                                |  | A-     |  | $    | 41,645 
|JP Morgan                                               |  | A+     |  |      | –      
|Banca Popolare Commercio e Industria                    |  | C+     |  |      | 30,840 
|Unicredit                                               |  | BBB+   |  |      | 19,769 
|ING Luxembourg                                          |  | A      |  |      | 17,981 
|Banca Popolare di Sondrio                               |  | N/A    |  |      | 10,941 
|Banca Popolare di Vicenza                               |  | BB     |  |      | 8,405  
|Cassa Rurale e Artigiana di Binasco Credito Cooperativo |  | N/A    |  |      | 2,280  
|Cassa di Risparmio di Asti                              |  | N/A    |  |      | 912    
|Total cash at bank                                      |  |        |  | $    | 132,773



Liquidity
Risk



Liquidity
risk may manifest itself in connection with our inability to raise the financial resources necessary for anticipated transactions
and/or for working capital.



The
Group has adopted a series of policies and processes aimed at optimizing the management of the financial resources, reducing liquidity
risk, such as the maintenance of an adequate level of available liquidity, the obtaining of adequate credit facilities and the
systematic monitoring of forecast liquidity conditions.





The
following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:



|At December 31, 2013             |  | Up to 1 year |            |  | Between 1 and 5 years |   |            | Over 5 years |  |   | Total      | 
|-------------------------------- |  | ------------ | ---------- |  | --------------------- | - | ---------- | ------------ |  | - | ---------- | 
|                                 |  |              |            |  |                       |   |            |              |  |   |            | 
|Trade and other payables         |  | $            | 6,035,787  |  |                       | $ | –          |              |  | $ | –          | 
|Loans and borrowings             |  |              | 5,503,242  |  |                       |   | 10,116,534 |              |  |   | 35,312,255 | 
|Derivative financial liabilities |  |              | 1,141,314  |  |                       |   | –          |              |  |   | –          | 
|Total                            |  | $            | 12,680,343 |  |                       | $ | 10,116,534 |              |  | $ | 35,312,255 | 



46







Impact
of Inflation



The
Subsidiaries are exposed to the impact of inflation primarily relating to its operating expenses, and the variable interest rate
mortgages it carries. There is no direct correlation between the increase of the inflation rate and the increase in interest rate
published by the Italian Central Bank, however, the increase of interest rate has been historically significantly less than the
inflation rate. The clause allowing the Group to increase the lease payment each year in connection with inflation rate (see note
“Interest Rate Risk”) is aimed at facilitating increased level of cash inflow for covering the inflation affecting
operating expenses and increase in the variable interest rate mortgage.



Foreign
Currency Risk



The
Euro is the functional and reporting currency for the Group’s operation in Italy. All transactions in currencies other than
the functional currency during the year are recorded at the exchange rates on the date of such transactions. The Subsidiaries
have not entered into transactions denominated in a currency other than their functional currency and hence the exposure to foreign
currency risk within the Subsidiaries is limited. However, Prime’s functional and reporting currency is U.S. dollar. During
consolidation of Subsidiaries’ and Prime’s financial statements, monetary assets and liabilities of the Subsidiaries
are translated from Euro into U.S. dollars at the exchange rates on the reporting date. The historical amounts in the statements
of loss and comprehensive loss are translated at an appropriate weighted average rate for the period presented. The exchange differences
are recorded in our consolidated statements of loss and comprehensive loss. The amounts in the statements of financial position
are translated at the historical exchange rate of the date of report. Therefore, fluctuations in exchange rates may affect our
consolidated statements of financial position.



According
to the historical exchange rate published by U.S. Federal Reserve Bank, the exchange rate between Euro and U.S. dollar has been
relatively stable for the past 10 years. The average exchange rate of U.S. dollar to Euro from 2003 to 2013 was $1.31 to €1,
with each year’s inner-year average exchange rate varies between 0.96% to maximum of 13.81% from this 10-year average rate.



| | ITEM12. | DESCRIPTION OF SECURITIES OTHER
                                         THAN EQUITY SECURITIES
| | ------- | -----------------------------------------------------------------------------------------------



A
description of securities other than equity securities is included under the heading “Description of Securities” in
the company’s registration statement on Form F-1 (File No. 333-171777), initially filed with the Securities & Exchange
Commission on January 20, 2011, as amended, is hereby incorporated by reference.



PART
II



| | ITEM 13. | ITEM
                                         13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
| | -------- | -------------------------------------------------------------------------------------------------



Immediately
following the closing of the Business Combination on September 30, 2013, the Company entered into an interest-bearing promissory
note with its underwriter, Chardan Capital Markets, LLC for the total remaining amount of $889,833 due to the underwriter at the
rate of 5% per annum, maturing on December 31, 2013. If the note was not repaid by December 31, 2013, Chardan had the right to
convert the note and accrued interest into ordinary shares at a price of $9.10 per share. In connection with the convertible right,
$184,584 was allocated to the value of the beneficial conversion feature. As of December 31, 2013, full amount of the beneficial
conversion feature has been recorded as interest expense. As of the date of this report, the convertible right had not been exercised.
On December 31, 2013 (the note’s maturity date), the Company was not able to repay the note. As a result of the payment
default, an additional default interest rate of 10% per annum is added to the original 5% per annum interest rate starting December
31, 2013.



| | ITEM 14. | ITEM
                                         14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
| | -------- | ------------------------------------------------------------------------------------------------------------------------------



Not applicable.



47







| | ITEM 15. | CONTROLS
                                         AND PROCEDURES
| | -------- | ----------------------------------------------------------------



| | A. | Disclosure
                                         Controls and Procedures
| | -- | ---------------------------------------------------------------------------



An
evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2013 was made under the supervision
and with the participation of our management, including our Chief Executive Officer and Interim Chief Financial Officer. Based
on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and
procedures were not effective as of the end of the period covered by this report due to our internal control over financial reporting
not being effective, as described further below.



Disclosure
controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms.



| | B. | Management’s
                                         Annual Report on Internal Control Over Financial Reporting
| | -- | ----------------------------------------------------------------------------------------------------------------



Our
internal control over financial reporting is a process designed by, or under the supervision of, our Interim Chief Executive Officer
and Interim Chief Financial Officer and effected by our board of directors to provide reasonable assurance regarding the reliability
of our financial reporting and the preparation of our financial statements for external reporting purposes in accordance with
generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain
to the maintenance of records that in reasonable detail accurately reflect the transactions and dispositions of our assets; provide
reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance
with IFRS and its related interpretations, and that our receipts and expenditures are being made only in accordance with the authorization
of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of the unauthorized
acquisition, use or disposition of our assets that could have a material effect on our financial statements.



Under
the supervision and with the participation of our management, including our Chief Executive Officer and Interim Chief
Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on
the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission as issued in 1992. Based on this evaluation under the criteria established in Internal Control
– Integrated Framework, our management concluded that our internal control over financial reporting was not effective
due to material weaknesses in our internal control over financial reporting that applied as of December 31, 2013 and
continues to apply to date. Material weaknesses in our internal controls include, but not limited to, the lack of periodic
interim review of the financial statements by the prior management, the inconsistency of the accounting treatment on
certain specific transactions, and the fact that the Company’s review procedures in connection with financial
reporting are limited. Our management intends to design and implement processes and procedures that will provide
reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for
external purposes in accordance with IFRS and its related interpretations as funding becomes available to be able to put the
components in place.



| | ITEM 16. | [RESERVED]
| | -------- | ----------



| | ITEM16A. | AUDIT COMMITTEE FINANCIAL EXPERT.
| | -------- | ---------------------------------



We do not currently
have an audit committee. Our board of directors believes that Mr. Kaufman qualifies as “audit committee financial expert”,
as such term is defined in the rules of the Securities and Exchange Commission, and qualifies as an independent director under
the Nasdaq Marketplace Rules.



| | ITEM
                          16B. | CODE OF ETHICS.
| | ----------------------------------- | ---------------



In November
2010, our board of directors adopted a code of ethics that applies, and following the Business Combination will continue to apply,
to our directors, officers and employees.



48







| | ITEM
                          16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES.
| | ----------------------------------- | ---------------------------------------



The following
table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by
WeiserMazars LLP, our principal external independent registered public accounting firm, for the year ended December 31, 2013;
Shandong Haoxin CPA, Ltd, our independent registered public accounting firm for the year
ended December 31, 2012 (which was hired to re-audit our 2012 financial statements in IFRS); and Marcum Bernstein and Pinchuk
LLP, our independent registered public accounting firm for the year ended December 31, 2012 (which originally audited our
2012 financial statements in U.S. GAAP).



|                      |  | 2013 |         |  | 2012 |  
|--------------------- |  | ---- | ------- |  | ---- | -
|                      |  |      |         |  |      |  
|Audit fees(1)         |  | $    | 145,000 |  |      | $
|Audit related fees(2) |  |      | 41,500  |  |      |  
|Tax fees              |  |      | –       |  |      |  
|Total fees            |  | $    | 186,500 |  |      | $



| | (1) | “Audit fees” means the aggregate fees billed
for an audit of our consolidated financial statements.
| | --- | ---------------------------------------------------------------------------------------------------





| | (2) | “Audited related fees” means the aggregate fees
                                         billed for our 6-K, Schedule TO, post-merger 20-F filings by Marcum Bernstein & Pinchuk LLP and Crowe Horwarth LLP (our independent registered
                                                                  public accounting firm for the year ended December 31, 2011 in U.S. GAAP).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our board
of directors is to pre-approve all auditing services and permitted non- audit services to be performed for us by our independent
auditor, including the fees and terms thereof (subject to the de minimums exceptions for non-audit services described in section
10A(i)(1)(B) of the Exchange Act which are approved by the audit committee or our board of directors prior to the completion of
the audit).



| | ITEM16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.
| | -------- | -----------------------------------------------------------



None.



| | ITEM
                          16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.
| | ----------------------------------- | -----------------------------------------------------------------------





Not applicable.



| | ITEM
                          16F. | CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
| | ----------------------------------- | ----------------------------------------------



On March
14, 2014, we were notified that Marcum Bernstein & Pinchuk LLP (“MarcumBP”) elected not to stand for re-appointment
as its independent registered public accounting firm and we engaged WeiserMazars LLP (“WM”) as our new independent
registered public accounting firm. The decision to retain WM was approved by our Audit Committee and Board of Directors.



MarcumBP’s
reports on our financial statements for the fiscal years ended December 31, 2012 did not contain an adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's
fiscal years ended December 31, 2013, 2012 and through March 14, 2014, there were no disagreements with MarcumBP on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to
MarcumBP’s satisfaction, would have caused them to make reference to the subject matter in connection with their report
on our consolidated financial statements for such period.



During our
years ended December 31, 2013, 2012 and 2011 and through March 14, 2014, there were no “reportable events” (defined
below) requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K. As used herein, the term “reportable event”
means any of the items listed in paragraphs (a)(1)(v)(A)-(D) of Item 304 of Regulation S-K.



We provided
MarcumBP with a copy of the foregoing disclosures and has requested that MarcumBP review such disclosures and provide a letter
addressed to the Securities and Exchange Commission (“SEC”) as specified by Item 304(a)(3) of Regulation S-K. Incorporated
by reference as Exhibit 16.1 is a copy of MarcumBP’s letter addressed to the SEC relating to the statements made by us.



During our
fiscal years ended December 31, 2013, 2012 and 2011 and through March 14, 2014, neither we nor anyone on our behalf consulted
WM regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or
the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral
advice was provided to us that WM concluded was an important factor considered by us in reaching a decision as to any accounting,
auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event.



| | ITEM16G. | CORPORATE GOVERNANCE
| | -------- | --------------------



Not applicable.



| | ITEM16H. | MINE SAFETY DISCLOSURE
| | -------- | ----------------------



Not applicable.



49







PART
III



| | ITEM 17. | FINANCIAL
                                         STATEMENTS
| | -------- | -------------------------------------------------------------



We have
elected to provide financial statements pursuant to Item 18.



| | ITEM 18. | FINANCIAL
                                         STATEMENTS
| | -------- | -------------------------------------------------------------



The financial
statements are filed as part of this annual report beginning on page F-1.



50







ITEM 19.                EXHIBITS



|Exhibit No. | Description                                                                                                              
|----------- | -------------------------------------------------------------------------------------------------------------------------
|1.1         | Amended and Restated Articles of Association(1)                                                                          
|1.2         | Amendment to Amended and Restated Articles of Association(2)                                                             
|2.1         | Specimen Unit Certificate(1)                                                                                             
|2.2         | Specimen Ordinary Share Certificate(1)                                                                                   
|2.3         | Specimen Public Redeemable Warrant Certificate(1)                                                                        
|2.4         | Specimen Founder Warrant Certificate(1)                                                                                  
|2.5         | Specimen Placement Warrant Certificate(1)                                                                                
|2.6         | Form of Warrant Agreement(1)                                                                                             
|2.7         | Form of Unit Purchase Option(1)                                                                                          
|4.1         | Form of Underwriting Agreement(1)                                                                                        
|4.2         | Form of Letter Agreement by and among the Registrant, Chardan Capital Markets, LLC and the founders(1)                   
|4.3         | Promissory Note dated March 25, 2010 by the Registrant to Diana Chia-Huei Liu(1)                                         
|4.4         | Promissory Note dated March 25, 2010 by the Registrant to William Tsu-Cheng Yu(1)                                        
|4.5         | Promissory Note dated November 10, 2010 by the Registrant to Diana Chia-Huei Liu(1)                                      
|4.6         | Promissory Note dated November 10, 2010 by the Registrant to William Tsu-Cheng Yu(1)                                     
|4.7         | Promissory Note, dated as of February 10, 2010, issued to Diana Liu(1)                                                   
|4.8         | Promissory Note, dated as of February 10, 2010, issued to William Yu(1)                                                  
|4.9         | Amendment dated as of February 3, 2011 to that certain Promissory Note dated February 10, 2010 issued to Diana Liu(1)    
|4.10        | Amendment dated as of February 3, 2011 to that certain Promissory Note dated February 10, 2010 issued to William Yu(1)   
|4.11        | Amendment dated as of February 3, 2011 to that certain Promissory Note dated as of March 25, 2010 issued to Diana Liu(1) 
|4.12        | Amendment dated as of February 3, 2011 to that certain Promissory Note dated as of March 25, 2010 issued to William Yu(1)
|4.13        | Promissory Note, dated as of May 3, 2012, issued to William Yu(2)                                                        
|4.14        | Promissory Note, dated as of November 1, 2012, issued to William Yu(2)                                                   
|4.15        | Promissory Note, dated as of February 12, 2013, issued to William Yu(2)                                                  
|4.16        | Promissory Note, dated as of March 4, 2013, issued to William Yu(2)                                                      
|4.17        | Form of Securities Escrow Agreement between the Registrant, American Stock Transfer & Trust Company and the Founders(1)  
|4.18        | Form of Registration Rights Agreement among the Registrant and the Founders(1)                                           
|4.19        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Amy Lau(1)                             
|4.20        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Carolyne Yu(1)                         
|4.21        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Dane Chauvel(1)                        
|4.22        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Dave Sagar(1)                          
|4.23        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Elizabeth Pulchny(1)                   
|4.24        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and John Chase(1)                          
|4.25        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Lance Wei(1)                           
|4.26        | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Rebecca Poon(1)                        
|4.27        | Stock Option Agreement, dated as of December 3, 2010, between the Registrant and Dane Chauvel(1)                         
|4.28        | Stock Option Agreement, dated as of December 3, 2010, between the Registrant and Jason Wang(1)                           
|4.29        | Stock Option Agreement, dated as of December 3, 2010, between the Registrant and HuiKai Yan(1)                           
|4.30        | Stock Option Agreement, dated as of March 21, 2012, between the Registrant and George Kaufman(3)                         



51







|Exhibit No. | Description                                                                                                                                                                                   
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.31        | Put Agreement, dated February 25, 2013, by and among Prime Acquisition Corp. and Advanced Series Trust – AST Academic Strategies Asset Allocation Portfolio(2)                                
|4.32        | Put Agreement, dated February 25, 2013, by and among Prime Acquisition Corp. and CNH Diversified Opportunities Master Account, L.P.(2)                                                        
|4.33        | Put Agreement, dated February 25, 2013, by and among Prime Acquisition Corp. and AQR Opportunistic Premium Offshore Fund, L.P.(2)                                                             
|4.34        | Put Agreement, dated February 25, 2013, by and among Prime Acquisition Corp. and AQR Diversified Arbitrage Fund(2)                                                                            
|4.35        | Management Agreement, dated May 22, 2013, by and among bhn LLC, Prime Acquisition Corp., and certain subsidiaries(4)                                                                          
|4.36        | Stock Purchase Agreement, dated June 22, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, Seba S.r.l., Francesco Rotondi and Giuseppe Pantaleo(5)           
|4.37        | Stock Purchase Agreement, dated June 22, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, Nova S.r.l., Francesco Rotondi and Luca Massimo Failla(5)         
|4.38        | Stock Purchase Agreement, dated July 9, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, Delfin S.r.l., Davide Rigamonti, Cesare Lanati and G.S.I. S.r.l.(6)
|4.39        | Stock Purchase Agreement, dated July 9, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, SIM S.r.l., G.S.I. S.r.l. and Bell Real Estate S.r.l. (6)          
|4.40        | Stock Purchase Agreement, dated July 9, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, Dieci Real Estate S.r.l., ELLEGI S.r.l. and G.S.I. S.r.l. (6)      
|4.41        | Stock Purchase Agreement, dated July 9, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, ELLEGI S.r.l., Bell Real Estate S.r.l. and Stefano Lanati(6)       
|4.42        | Stock Purchase Agreement, dated July 9, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, G.S.I. S.r.l., Bell Real Estate S.r.l. and IGS S.r.l. (6)          
|4.43        | Stock Purchase Agreement, dated July 9, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, Magfin S.r.l., Bell Real Estate S.r.l., G.S.I. S.r.l. (6)          
|4.44        | Letter of Intent, dated July 3, 2013, by and among Prime Acquisition Corp., Union European Concept Futurum Geie, Radiomarelli SA(6)                                                           
|4.45        | Purchase Agreement, dated August 30, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC and Futurum Enegry S.A.(7)                                             
|4.46        | Purchase Agreement, dated August 30, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC and Radiomarelli S.A.(7)                                               
|4.47        | Transaction Value Agreement, dated as of September 30, 2013 by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l. and the Bell Group holders named therein.(8)                   
|4.48        | [Reserved]                                                                                                                                                                                    
|4.49        | Transaction Value Agreement, dated as of September 30, 2013 by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l. and the Nova holders named therein.(8)                         
|4.50        | Voting Agreement, dated as of September 27, 3013, by and among Prime Acquisition Corp., BHN LLC, and the voting parties named therein (Seba)(8)                                               
|4.51        | Voting Agreement, dated as of September 27, 3013, by and among Prime Acquisition Corp., BHN LLC, and the voting parties named therein (Nova)(8)                                               
|4.52        | Voting Agreement, dated as of September 27, 3013, by and among Prime Acquisition Corp., BHN LLC, and the voting parties named therein (Delfin)(8)                                             
|4.53        | Voting Agreement, dated as of September 27, 3013, by and among Prime Acquisition Corp., BHN LLC, and the voting parties named therein (SIM)(8)                                                
|4.54        | [Reserved]                                                                                                                                                                                    
|4.55        | Voting Agreement, dated as of September 27, 3013, by and among Prime Acquisition Corp., BHN LLC, and the voting parties named therein (ELLEGI)(8)                                             
|4.56        | Voting Agreement, dated as of September 27, 3013, by and among Prime Acquisition Corp., BHN LLC, and the voting parties named therein (G.S.I.)(8)                                             
|4.57        | Voting Agreement, dated as of September 27, 3013, by and among Prime Acquisition Corp., BHN LLC, and the voting parties named therein (Magfin)(8)                                             
|4.58        | Registration Rights Agreement, dated September 27, 2013, by and among Prime Acquisition Corp., BHN LLC, and the investors named therein(8)                                                    



52







|Exhibit No. | Description                                                                                                                                                                                                                  
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.59        | Amendment, dated September 11 ,2013, to Stock Purchase Agreement, dated June 22, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, Seba S.r.l., Francesco Rotondi and Giuseppe Pantaleo(8)  
|4.60        | Amendment, dated September 11, 2013, to Stock Purchase Agreement, dated June 22, 2013, by and among Prime Acquisition Corp., Prime BHN Luxembourg S.àr.l., BHN LLC, Nova S.r.l., Francesco Rotondi and Luca Massimo Failla(8)
|4.61        | Amendment, dated September 27, 2013, to Bell Group Stock Purchase Agreements(8)                                                                                                                                              
|4.62        | Amendment, dated September 27, 2013, to Management Agreement, dated May 22, 2013, by and among bhn LLC, Prime Acquisition Corp., and certain subsidiaries(8)                                                                 
|4.63        | Promissory Note, dated as of September 30, 2013, issued to Chardan Capital Markets(8)                                                                                                                                        
|4.64        | Promissory Note, dated as of May 27, 2014, issued to Diana Liu*                                                                                                                                                              
|4.65        | Promissory Note, dated as of July 1, 2014, issued to Diana Liu*                                                                                                                                                              
|4.66        | Promissory Note, dated as of July 31, 2014, issued to Diana Liu*                                                                                                                                                             
|4.67        | Promissory Note, dated as of August 15, 2014, issued to Diana Liu*                                                                                                                                                           
|4.68        | Stock Option Agreement, dated as of May 10, 2014, between the Registrant and Andrea Crespi Bel’skij*                                                                                                                         
|4.69        | Stock Option Agreement, dated as of May 10, 2014, between the Registrant and Amy Lau*                                                                                                                                        
|8.1         | List of Subsidiaries(8)                                                                                                                                                                                                      
|11.1        | Code of Ethics(1)                                                                                                                                                                                                            
|12.1        | Certification of the Chief Executive Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.                                                                            
|12.2        | Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended                                                                             
|13.1        | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                   
|16.1        | Letter from Marcum Bernstein & Pinchuk LLP, dated March 20, 2014 (9)                                                                                                                                                         



| | * | Previously Filed
| | - | ----------------

| | (1) | Incorporated by reference to the registration statement on Form F-1 of the registrant (File No.
333-171777).
| | --- | ------------------------------------------------------------------------------------------------------------

| | (2) | Incorporated by reference to the Annual Report on Form 20-F of the registrant, filed on April 30,
2013.
| | --- | -------------------------------------------------------------------------------------------------------

| | (3) | Incorporated by reference to the Annual Report on Form 20-F of the registrant, filed on April 30,
2012.
| | --- | -------------------------------------------------------------------------------------------------------

| | (4) | Incorporated by reference to the Report of Foreign Private Issuer on Form 6-K of the registrant,
filed on May 24, 2013.
| | --- | -----------------------------------------------------------------------------------------------------------------------

| | (5) | Incorporated by reference to the Report of Foreign Private Issuer on Form 6-K of the registrant,
filed on June 27, 2013.
| | --- | ------------------------------------------------------------------------------------------------------------------------

| | (6) | Incorporated by reference to the Report of Foreign Private Issuer on Form 6-K of the registrant,
filed on July 16, 2013.
| | --- | ------------------------------------------------------------------------------------------------------------------------

| | (7) | Incorporated by reference to Amendment No. 1 the Schedule TO/A of the registrant, filed on September
6, 2013.
| | --- | -------------------------------------------------------------------------------------------------------------

| | (8) | Incorporated by reference to the Shell Company Report on Form 20-F of the registrant, filed on
September 30, 2013.
| | --- | ------------------------------------------------------------------------------------------------------------------

| | (9) | Incorporated by reference to the Report of Foreign Private Issuer on Form 6-Kof the registrant,
filed on March 20, 2014.
| | --- | ------------------------------------------------------------------------------------------------------------------------



53







SIGNATURES



The Registrant hereby certifies that it
meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual
report on its behalf.





|                       |     | Prime Acquisition
    Corp.                 
|---------------------- | --- | --------------------------------------------
|Date: December 2, 2014 |     |                                             
|                       | By: | /s/ William Tsu-Cheng Yu                    
|                       |     | William Tsu-Cheng Yu                        
|                       |     | Interim Chief Executive Officer and Chairman
|                       |     | (Principal Executive Officer)               



|Date: December 2, 2014 |     |                                             
|---------------------- | --- | --------------------------------------------
|                       | By: | /s/ Amy Lau                                 
|                       |     | Amy Lau                                     
|                       |     | Interim Chief Financial Officer             
|                       |     | (Principal Financial and Accounting Officer)













54













CONSOLIDATED FINANCIAL STATEMENTS



Table of contents





|Report of independent registered accounting firm       | F-2
|------------------------------------------------------ | ---
|                                                       |    
|Report of independent registered accounting firm       | F-3
|                                                       |    
|Consolidated statements of loss and comprehensive loss | F-4
|                                                       |    
|Consolidated statements of financial position          | F-5
|                                                       |    
|Consolidated statements of changes in equity           | F-6
|                                                       |    
|Consolidated statements of cash flow                   | F-7
|                                                       |    
|Notes to the consolidated financial statements         | F-8

















F-1







REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
and Shareholders of

Prime Acquisition
Corp.



We have audited the
accompanying consolidated statement of financial position of Prime Acquisition Corp. and its subsidiaries (collectively, the “Company”)
as of December 31, 2013, and the related consolidated statements of loss and comprehensive loss, changes in equity, and cash flows
for the year ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.



We conducted our audit in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.



In our opinion, the
consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position
of the Company as of December 31, 2013, and the consolidated results of their operations and their cash flows for the year ended
December 31, 2013 in conformity with International Financial Reporting Standards (IFRS) and its related interpretations as issued
by the International Accounting Standards Board.



The accompanying
consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company has incurred significant recurring operating losses, negative
cash flows from operations and has a working capital deficiency. The Company is also dependent on the completion of additional
equity and/or debt financing in order to continue its operations. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The
consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ WeiserMazars
LLP



New York, New York

September 8, 2014





F-2







Report of Independent Registered Public
Accounting Firm





To the Board of Directors and Shareholders
of

Prime Acquisition Corp.



We have audited the accompanying statement
of financial position of Prime Acquisition Corp. (a development stage company) (the “Company”) as of December 31,
2012 and January 1, 2012, and the statements of loss and comprehensive loss, changes in equity and cash flows for the year ended
December 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and January 1,
2012, and the results of its operations and its cash flows for the year then ended in conformity with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).







Shandong Haoxin Certified Public Accountants Co., Ltd



Shandong, PRC

September 8, 2014



F-3







Prime
Acquisition Corp.

Consolidated
statements of loss and comprehensive loss

For
the years ended December 31,





|                                                                           |  | Notes |  | 2013 |             |   | 2012 |  
|-------------------------------------------------------------------------- |  | ----- |  | ---- | ----------- | - | ---- | -
|                                                                           |  |       |  |      |             |   |      |  
|Rental income                                                              |  |       |  | $    | 1,374,728   |   |      | $
|Other revenues                                                             |  |       |  |      | 148,258     |   |      |  
|Total Revenues                                                             |  |       |  |      | 1,522,986   |   |      |  
|                                                                           |  |       |  |      |             |   |      |  
|Depreciation, amortization and bad debt provision                          |  | 7     |  |      | (176,986    | ) |      |  
|Impairment of goodwill                                                     |  | 8     |  |      | (1,791,548  | ) |      |  
|Other expenses                                                             |  | 9     |  |      | (4,689,037  | ) |      |  
|Total operating expenses                                                   |  |       |  |      | (6,657,571  | ) |      |  
|Operating loss                                                             |  |       |  |      | (5,134,585  | ) |      |  
|                                                                           |  |       |  |      |             |   |      |  
|Finance income                                                             |  | 10    |  |      | 53,648      |   |      |  
|Finance costs                                                              |  | 10    |  |      | (601,039    | ) |      |  
|Contingent consideration in connection with business
    combination       |  | 4     |  |      | (5,157,951  | ) |      |  
|Interest earned from investment
    held in trust                          |  |       |  |      | 3,868       |   |      |  
|Loss before tax                                                            |  |       |  |      | (10,836,059 | ) |      |  
|                                                                           |  |       |  |      |             |   |      |  
|Deferred tax expense                                                       |  | 19    |  |      | (44,200     | ) |      |  
|Loss for the year                                                          |  |       |  | $    | (10,880,259 | ) |      | $
|                                                                           |  |       |  |      |             |   |      |  
|                                                                           |  |       |  |      |             |   |      |  
|Loss for the year                                                          |  |       |  | $    | (10,880,259 | ) |      | $
|                                                                           |  |       |  |      |             |   |      |  
|Foreign currency translation reserve                                       |  |       |  |      | 131,878     |   |      |  
|                                                                           |  |       |  |      |             |   |      |  
|Total comprehensive loss for the year                                      |  |       |  | $    | (10,748,381 | ) |      | $
|                                                                           |  |       |  |      |             |   |      |  
|Weighted average number of ordinary shares outstanding - basic and diluted |  |       |  |      | 3,037,806   |   |      |  
|                                                                           |  |       |  |      |             |   |      |  
|Basic and diluted net loss per ordinary share                              |  |       |  | $    | (3.58       | ) |      | $







The accompanying
notes are an integral part of these consolidated financial statements



F-4







Prime
Acquisition Corp.

Consolidated
statements of financial position

As
at December 31,



|                                                                                                                                                                                                                        |  | Notes      |  | 2013 |             |   | 2012 |   |            | January 1, 2012 | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- |  | ---- | ----------- | - | ---- | - | ---------- | --------------- | 
|ASSETS                                                                                                                                                                                                                  |  |            |  |      |             |   |      |   |            |                 | 
|                                                                                                                                                                                                                        |  |            |  |      |             |   |      |   |            |                 | 
|Non-current assets                                                                                                                                                                                                      |  |            |  |      |             |   |      |   |            |                 | 
|Property and equipment, net                                                                                                                                                                                             |  | 13         |  | $    | 265,757     |   |      | $ | 3,595      |                 | 
|Investment properties                                                                                                                                                                                                   |  | 14         |  |      | 72,877,131  |   |      |   | –          |                 | 
|Intangible assets, net                                                                                                                                                                                                  |  | 4          |  |      | 5,700,127   |   |      |   | –          |                 | 
|Total non-currents assets                                                                                                                                                                                               |  |            |  |      | 78,843,015  |   |      |   | 3,595      |                 | 
|                                                                                                                                                                                                                        |  |            |  |      |             |   |      |   |            |                 | 
|Current assets                                                                                                                                                                                                          |  |            |  |      |             |   |      |   |            |                 | 
|Prepaid expenses and other current assets                                                                                                                                                                               |  |            |  |      | 92,154      |   |      |   | 8,039      |                 | 
|Trade and other receivables, net                                                                                                                                                                                        |  | 15         |  |      | 1,967,193   |   |      |   | –          |                 | 
|Cash held in trust account                                                                                                                                                                                              |  |            |  |      | –           |   |      |   | 36,620,933 |                 | 
|Cash and cash equivalents                                                                                                                                                                                               |  | 16         |  |      | 133,414     |   |      |   | 7,411      |                 | 
|Total current assets                                                                                                                                                                                                    |  |            |  |      | 2,192,761   |   |      |   | 36,636,383 |                 | 
|TOTAL ASSETS                                                                                                                                                                                                            |  |            |  | $    | 81,035,776  |   |      | $ | 36,639,978 |                 | 
|                                                                                                                                                                                                                        |  |            |  |      |             |   |      |   |            |                 | 
|EQUITY AND LIABILITIES                                                                                                                                                                                                  |  |            |  |      |             |   |      |   |            |                 | 
|                                                                                                                                                                                                                        |  |            |  |      |             |   |      |   |            |                 | 
|Equity                                                                                                                                                                                                                  |  |            |  |      |             |   |      |   |            |                 | 
|Ordinary shares, $.001 par value (Authorized 50,000,000 shares; 3,179,721
    shares issued and outstanding at December 31, 2013; 4,894,983 shares issued and outstanding at December 31, 2012 and January
    1, 2012) |  |            |  | $    | 3,180       |   |      | $ | 1,863      |                 | 
|Share premium                                                                                                                                                                                                           |  |            |  |      | 19,958,593  |   |      |   | 5,890,921  |                 | 
|Retained deficit                                                                                                                                                                                                        |  |            |  |      | (12,494,254 | ) |      |   | (1,613,995 | )               | 
|Foreign currency translation reserve                                                                                                                                                                                    |  |            |  |      | 131,878     |   |      |   | –          |                 | 
|Total equity                                                                                                                                                                                                            |  |            |  |      | 7,599,397   |   |      |   | 4,278,789  |                 | 
|                                                                                                                                                                                                                        |  |            |  |      |             |   |      |   |            |                 | 
|Liabilities                                                                                                                                                                                                             |  |            |  |      |             |   |      |   |            |                 | 
|Non-current liabilities                                                                                                                                                                                                 |  |            |  |      |             |   |      |   |            |                 | 
|Ordinary shares, subject to possible redemption 3,031,969 shares at $10.02
    per share at December 31, 2012 and January 1, 2012                                                                                       |  | 1          |  |      | –           |   |      |   | 30,380,329 |                 | 
|Loans and borrowings, less current portion                                                                                                                                                                              |  | 20, 21     |  |      | 45,428,789  |   |      |   | –          |                 | 
|Below market leases, net                                                                                                                                                                                                |  | 18         |  |      | 694,908     |   |      |   | –          |                 | 
|Deferred tax liabilities                                                                                                                                                                                                |  | 19         |  |      | 5,399,745   |   |      |   | –          |                 | 
|Tenant security deposits                                                                                                                                                                                                |  |            |  |      | 1,273,452   |   |      |   | –          |                 | 
|Total non-current liabilities                                                                                                                                                                                           |  |            |  |      | 52,796,894  |   |      |   | 30,380,329 |                 | 
|                                                                                                                                                                                                                        |  |            |  |      |             |   |      |   |            |                 | 
|Current liabilities                                                                                                                                                                                                     |  |            |  |      |             |   |      |   |            |                 | 
|Deferred underwriters fees                                                                                                                                                                                              |  |            |  |      | –           |   |      |   | 1,022,833  |                 | 
|Notes payable to stockholders                                                                                                                                                                                           |  | 24         |  |      | 420,000     |   |      |   | 60,000     |                 | 
|Due to related party                                                                                                                                                                                                    |  | 24         |  |      | 426,959     |   |      |   | 275,771    |                 | 
|Loans and borrowings                                                                                                                                                                                                    |  | 20, 21, 23 |  |      | 5,503,242   |   |      |   | –          |                 | 
|Trade and other payables                                                                                                                                                                                                |  | 25         |  |      | 6,035,787   |   |      |   | 622,256    |                 | 
|Corporate tax liabilities                                                                                                                                                                                               |  |            |  |      | 1,461,156   |   |      |   | –          |                 | 
|Derivative financial liabilities                                                                                                                                                                                        |  | 26         |  |      | 1,141,314   |   |      |   | –          |                 | 
|Contingent consideration in connection with business
    combination                                                                                                                                                    |  | 4          |  |      | 5,157,951   |   |      |   | –          |                 | 
|Provisions                                                                                                                                                                                                              |  | 22         |  |      | 493,076     |   |      |   | –          |                 | 
|Total current liabilities                                                                                                                                                                                               |  |            |  |      | 20,639,485  |   |      |   | 1,980,860  |                 | 
|Total liabilities                                                                                                                                                                                                       |  |            |  |      | 73,436,379  |   |      |   | 32,361,189 |                 | 
|                                                                                                                                                                                                                        |  |            |  |      |             |   |      |   |            |                 | 
|TOTAL EQUITY AND LIABILITIES                                                                                                                                                                                            |  |            |  | $    | 81,035,776  |   |      | $ | 36,639,978 |                 | 





The
accompanying notes are an integral part of these consolidated financial statements



F-5







Prime
Acquisition Corp.

Consolidated
statements of changes in equity

For
the period from January 1, 2012 to December 31, 2013



|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  | Foreign  |             |   |        |  
|---------------------------------------------------------------------------------- |  | --------------- | ---------- | - | ------ | - | ----- | -------- |  | - | ----------- | - |  | -------- | ----------- | - | ------ | -
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  | Currency |             |   |        |  
|                                                                                   |  | Ordinary Shares |            |   | Share  |   |       | Retained |  |   | Translation |   |  | Total    |            
|                                                                                   |  | Shares          |            |   | Amount |   |       | Premium  |  |   | Deficit     |   |  | Reserve  |             |   | Equity |  
|Balance at January 1, 2012                                                         |  |                 | 4,894,983  |   |        | $ | 1,863 |          |  | $ | 5,685,171   |   |  | $        | (525,121    | ) |        | $
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Non-employee stock based compensation                                              |  |                 | –          |   |        |   | –     |          |  |   | 180,750     |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Reversal of over-accrual of offering costs                                         |  |                 | –          |   |        |   | –     |          |  |   | 25,000      |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Loss for the year                                                                  |  |                 | –          |   |        |   | –     |          |  |   | –           |   |  |          | (1,088,874  | ) |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Balance at December 31, 2012                                                       |  |                 | 4,894,983  |   |        |   | 1,863 |          |  |   | 5,890,921   |   |  |          | (1,613,995  | ) |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|IPO shares redeemed in connection with tender offer                                |  |                 | (3,008,955 | ) |        |   | –     |          |  |   | –           |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Shares issued for non-employee services rendered                                   |  |                 | 30,000     |   |        |   | 30    |          |  |   | 299,970     |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|IPO shares redeemed in connection with tender offer                                |  |                 | (1         | ) |        |   | –     |          |  |   | –           |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Proceeds from 23,013 IPO shares not redeemed in connection with final tender offer |  |                 | –          |   |        |   | 23    |          |  |   | 230,577     |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Ordinary shares issued in connection with the business combination                 |  |                 | 1,719,317  |   |        |   | 1,719 |          |  |   | 18,841,995  |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Exercise of put option                                                             |  |                 | (508,123   | ) |        |   | (508  | )        |  |   | (5,643,744  | ) |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Beneficial conversion feature on convertible promissory note                       |  |                 | –          |   |        |   | –     |          |  |   | 184,584     |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Foreign currency translation reserve                                               |  |                 | –          |   |        |   | –     |          |  |   | –           |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Non-employee stock options exercised                                               |  |                 | 52,500     |   |        |   | 53    |          |  |   | (53         | ) |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Non-employee stock based compensation                                              |  |                 | –          |   |        |   | –     |          |  |   | 154,343     |   |  |          | –           |   |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Loss for the year                                                                  |  |                 | –          |   |        |   | –     |          |  |   | –           |   |  |          | (10,880,259 | ) |        |  
|                                                                                   |  |                 |            |   |        |   |       |          |  |   |             |   |  |          |             |   |        |  
|Balance at December 31, 2013                                                       |  |                 | 3,179,721  |   |        | $ | 3,180 |          |  | $ | 19,958,593  |   |  | $        | (12,494,254 | ) |        | $





The
accompanying notes are an integral part of these consolidated financial statements

F-6







Prime
Acquisition Corp.

Consolidated
statements of cash flows

For
the years ended December 31,





|                                                                 |  | 2013 |             |   | 2012 |  
|---------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|Cash flows from operating activities                             |  |      |             |   |      |  
|Loss for the year                                                |  | $    | (10,880,259 | ) |      | $
|Adjustments to loss for non-cash items                           |  |      |             |   |      |  
|Shared-based payments                                            |  |      | 454,343     |   |      |  
|Derivatives fair value adjustment                                |  |      | (50,649     | ) |      |  
|Goodwill impairment                                              |  |      | 1,791,548   |   |      |  
|Depreciation and amortization                                    |  |      | 135,810     |   |      |  
|Provision for bad debt                                           |  |      | 41,176      |   |      |  
|Provision related to legal dispute                               |  |      | 300,000     |   |      |  
|Contingent consideration in connection with business combination |  |      | 5,157,951   |   |      |  
|Finance costs                                                    |  |      | 601,039     |   |      |  
|                                                                 |  |      | (2,449,041  | ) |      |  
|Working capital adjustments                                      |  |      |             |   |      |  
|Prepaid expenses and other current assets                        |  |      | 309         |   |      |  
|Trade and other receivables                                      |  |      | 60,218      |   |      |  
|Trade and other payables                                         |  |      | 2,337,881   |   |      |  
|Tenant security deposits                                         |  |      | (69,623     | ) |      |  
|Corporate tax liabilities                                        |  |      | (63,411     | ) |      |  
|Cash generated from operations                                   |  |      | (183,667    | ) |      |  
|Finance costs paid                                               |  |      | (400,540    | ) |      |  
|Net cash (used in) generated by operating activities             |  |      | (584,207    | ) |      |  
|                                                                 |  |      |             |   |      |  
|Cash flows from investing activities                             |  |      |             |   |      |  
|Transfer from trust to operating account                         |  |      | 36,624,800  |   |      |  
|Interest received on trust account                               |  |      | (3,867      | ) |      |  
|Cash acquired on acquisition                                     |  |      | 181,461     |   |      |  
|Purchases of property and equipment                              |  |      | (4,820      | ) |      |  
|Net cash generated by investing activities                       |  |      | 36,797,574  |   |      |  
|                                                                 |  |      |             |   |      |  
|Cash flows from financing activities                             |  |      |             |   |      |  
|Advances from related party                                      |  |      | 151,188     |   |      |  
|Payment to underwriters                                          |  |      | (240,000    | ) |      |  
|Proceeds from notes payable to stockholders                      |  |      | 360,000     |   |      |  
|Proceeds from line of credit, net                                |  |      | 565,359     |   |      |  
|Repayment on finance leases and loans                            |  |      | (1,128,680  | ) |      |  
|Redemption of ordinary shares                                    |  |      | (30,149,729 | ) |      |  
|Payment of put option                                            |  |      | (5,644,252  | ) |      |  
|Net cash (used in) generated by financing activities             |  |      | (36,086,114 | ) |      |  
|                                                                 |  |      |             |   |      |  
|Effect of exchange rates on cash and cash equivalents            |  |      | (1,250      | ) |      |  
|                                                                 |  |      |             |   |      |  
|Net increase (decrease) in cash and cash equivalents             |  |      | 126,003     |   |      |  
|                                                                 |  |      |             |   |      |  
|Cash and cash equivalents at beginning of year                   |  |      | 7,411       |   |      |  
|Cash and cash equivalents at end of year                         |  | $    | 133,414     |   |      | $





The accompanying
notes are an integral part of these consolidated financial statements

F-7







PRIME ACQUISITION CORP.



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Note 1 — Corporate Information and Plan of
Business Operations



The consolidated financial statements of Prime Acquisition Corp.
and its wholly-owned subsidiaries (collectively, the “Group”) for the year ended December 31, 2013 were authorized
for issue in accordance with a resolution of the directors on September 8, 2014. Prime Acquisition Corp. (the “Company”)
is a Cayman Islands limited life exempted company organized as a blank check company for the purpose of acquiring, through a merger,
share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination, an operating
business. The registered office is located at No 322, Zhongshan East Road, Shijiazhuang, Hebei Province 05001, China.



The registration statement for the Company’s initial public
offering (the “Offering”) was declared effective March 24, 2011. The Company consummated the Offering on March 30,
2011 and received net proceeds of $34,712,656, including $1,008,000 in deferred underwriter’s fees. In connection with the
Offering, the Company further received $1,638,800 from the private placement sale of Placement Warrants. On May 10, 2011, the
underwriters of the Offering exercised their over-allotment option in part, for an additional 52,975 units (over and above the
3,600,000 units sold in the Offering), and the Company received additional net proceeds of $518,096, including $14,833 in deferred
underwriter's fees. Substantially all of the net proceeds from the Offering and private placement are intended to be generally
applied toward consummating a business combination (“Business Combination”). As of December 31, 2012, $36,620,933
was held in a trust account (“Trust Account”) until the earlier of (i) the completion of a Business Combination or
(ii) liquidation of the Company. We were not able to complete the Business Combination prior to March 30, 2013, the date by which
we were required by our amended and restated memorandum and articles of association and trust agreement governing the Trust Account
to complete our initial business combination. Accordingly, our board of directors determined that it would be in the best interests
of our shareholders for us to continue our existence for an additional six months (until September 30, 2013), rather than dissolve
as required by our articles of association, which we refer to as the Extension. In order to effect the Extension, our shareholders
approved certain amendments to our Articles of Association and the trust agreement governing the Trust Account at a special meeting
of shareholders held on Wednesday, March 27, 2013.



In connection with the Extension, our board of directors determined
that it was in our best interest to allow shareholders with the opportunity to redeem their ordinary shares for cash equal to
their pro rata share of the aggregate amount then on deposit in the Trust Account pursuant to an amendment (which was approved
as part of the Extension) to the agreement governing the Trust Account by means of a tender offer, which we refer to as the Extension
Tender Offer. Following approval of the Extension, the Extension Tender Offer expired at 5:00 p.m., United States Eastern Time
on the evening of Thursday, March 28, 2013. Pursuant to the terms of the Extension Tender Offer, 3,008,955 of our ordinary shares
were tendered and accepted for redemption by the Company for an aggregate purchase price of $30,149,729. As a result of the Extension
Tender Offer, a maximum of 23,014 additional shares may be redeemed in connection with the Acquisition.



On February 25, 2013, the Company, BHN LLC (“BHN” or
“Manager”) and certain funds affiliated with AQR Capital Management, LLC (collectively, the “AQR Funds”)
entered into agreements, pursuant to which the Company has granted the AQR Funds a put option to sell an aggregate of 535,000
ordinary shares at a price of $10.55 per share for a period of four months following completion of the Business Combination to
the Company (see note 4 – Business Combinations and Goodwill). Pursuant to the agreements and in exchange for receiving
the put right, the AQR Funds agreed not to tender any shares held by them in the Extension Tender Offer or in any future issuer
tender offer that the Company may conduct in connection with a business combination. In connection with the put arrangement, the
Company paid the AQR Funds a fee of $0.10 per share (an aggregate of $53,500) and paid an additional fee of $0.20 per share (an
aggregate of $107,000) on the three month anniversary of the execution of the put agreements. Chardan Capital Markets, LLC received
a fee of $0.20 per share (an aggregate of $107,000) upon closing of the Business Combination. The parties also agreed to place
$10.02 per share (an aggregate of $5,360,700) into escrow following completion of the Business Combination until the put rights
are exercised or expire. As of December 31, 2013, AQR Funds had exercised its put right to 508,123 shares at $10.55 per share
and received the payment of $5,360,700.

F-8









The Company, after signing a definitive agreement for the acquisition
of a target business, was required to provide shareholders with the opportunity to redeem their shares for a pro rata portion
of the Trust Account. In the event that shareholders owning 83% or greater of the total number of shares issued in the Offering
(“Public Shares”) exercise their redemption rights, including shares redeemed in connection with the Extension, the
Business Combination would not be consummated. All of the Company’s shareholders prior to the Offering, including all of
the officers and directors of the Company (“Initial Shareholders”), have agreed to waive any redemption rights they
may have in connection with the Business Combination.



On May 23, 2013, the Company and BHN (“Manager”)
entered into a Management Agreement and further amended on September 27, 2013, in connection with the previously announced proposed
business combination transaction. Pursuant to the terms of the Management Agreement, and subject to the closing of the Company’s
initial business combination, the Company appointed a manager to manage the assets of the Company following the business combination
on an exclusive basis. In exchange for the portfolio management and related services provided by Manager, the Company would pay
a management fee equal to 1.9% of the value of the managed assets (one-twelfth of which is payable in arrears monthly). In addition,
Manager was entitled to a one-time equity grant equal to 3.5% of the issued and outstanding ordinary shares of the Company (“One-Time
Grant”) at the time of the closing of the business combination, provided the minimum value of the assets acquired in the
transaction is greater than $150 million by October 31, 2013. If the Company pays a cash dividend equal to $0.50 per share to
its holders of ordinary shares following the business combination, the Manager was entitled to a bonus equal to 10% of the adjusted
net operating income (as defined in the agreement) for each year following the payment of such dividend. Manager would be responsible
for compensation expenses of its management team, and the Company would be responsible for all of the Company’s expenses.
The Management Agreement provided indemnification provisions for the Manager and the Company. The term of the agreement commenced
upon closing of the initial business combination and extends for a period of five years, which term renews automatically for additional
5 year terms thereafter. As of October 31, 2013, the value of the assets acquired in the transaction was less than $150 million,
resulting in no One-Time Grant being issued.



On June 22, 2013 and July 9, 2013 the Company
entered into definitive agreements to acquire certain real estate assets in Italy, as more fully described below in note 4 –
Business Combinations and Goodwill, and note 14 – Investment Properties.



On August 12, 2013, the Company issued a Tender
Offer to purchase up to 23,014 of its ordinary shares, par value $0.001 per share, at a purchase price of $10.02 per share, net
to the seller in cash, without interest which expired on September 27, 2013. One share was tendered as a result of the Tender
Offer. On September 30, 2013, the Company consummated the Business Combination, through Prime BHN Luxembourg S.ar.l (a Luxembourg
company and wholly-owned subsidiary of the Company), by acquiring 100% of Seba S.r.l. (“Seba”), Nova S.r.l. (“Nova”),
Delfin S.r.l. (“Delfin”), SIM S.r.l. (“SIM”), Dieci Real Estate S.r.l. (“Dieci”), Ellegi S.r.l.
(“Ellegi”), G.S.I. S.r.l. (“GSI”), Magfin S.r.l. (“Magfin”), all are Italian limited liability
companies (collectively the “Subsidiaries”) for an aggregate of 1,719,317 ordinary shares. As a result, immediately
following consummation of the Business Combination, the Company had a total of 3,635,344 ordinary shares outstanding. In connection
to the closing of the Business Combination, the Company’s initial portfolio comprised of eleven properties. All of the properties
in the portfolio are commercial real estate assets based in Italy. See note 4 -- Business Combination and Goodwill and note 14
-- Investment Properties.



On August 30, 2013, the Company and BHN entered
into Purchase Agreements with Radiomarelli SA, a Swiss company, and Futurum Energy SA, a Swiss investment company to purchase
green certificates for an aggregate of approximately 37.2 million ordinary shares. In addition, the Company signed a Securities
Purchase Agreement with Radiomarelli SA separately for a private placement of the sale of approximately 14.3 million ordinary
shares to Radiomarelli at a price of $9.10 per share for gross proceeds of $130 million. A subsequent update of this Purchase
Agreements and private placement is described below in Note 30 – Events After the Reporting Date.



On October 4, 2013, the Company received a letter
from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) stating that Nasdaq’s staff
had determined that the Company was not in compliance with all of the initial listing requirements following the completion of
its Business Combination. The Nasdaq Hearings Panel further determined on October 9, 2013 to delist the Company’s securities
from The Nasdaq Capital Market. Beginning on October 11, 2013, the Company’s shares, warrants and units were suspended from
trading on Nasdaq and began trading on the OTC Bulletin Board on October 11, 2013, under the symbols “PACQF,” “PAQWF”
and “PAQUF.”



F-9









The accompanying consolidated financial statements
have been prepared assuming the Group will continue as a going concern. However, the Group has incurred significant recurring
operating losses, negative cash flows from operations, has a working capital deficiency as of December 31, 2013. These factors
raise substantial doubt about the Group’s ability to continue as a going concern.



The real estate portfolio of eleven properties
in Italy does not currently generate positive cash flows. Management believes that when the market conditions are more favorable,
some of these properties may be liquidated to generate cash. However, real estate transactions in the greater Milan area have
been relatively few when compared to the pre-financial crisis period. An actual transaction may take longer than viable for the
Group’s current needs.



The Group’s ability to continue as a going
concern is dependent upon management’s ability to generate profitable operations in the future and obtain the necessary
financing to meet obligations and pay liabilities arising from business operations when they come due. If the Group does not generate
profitable operations or obtain the necessary financing, the Group may not have enough operating funds to continue to operate
as a going concern. There is no assurance that the Company will be able to secure such financing. A failure to generate profitable
operations or obtain additional financing could prevent the Group from paying current obligations, allow the hiring of additional
resources and continue its operating strategy. The Group is actively seeking additional capital through private placements of
equity and debt.



At current cash levels, management believes it
has sufficient funds to continue current operations through December 31, 2014 without additional equity and/or debt financing.
However, if additional financing is not obtained, the Group will not be able to execute its business plan and will need to curtail
certain of its operations.



In the second and third quarters of 2014, current
management worked with almost all service providers in reducing the Group’s payables by approximately $116,630 which allowed
for the smooth functioning of the Company’s operations. This was achieved by a combination of viable and agreed-upon payment
plans and actual on time payments (see note 30 –Events After the Reporting Date).



Management
is currently indiscussion with several funding sources for a combination of
debt and equity financingranging from $300,000 to $2,000,000.



Note 2 -- Basis of Presentation



| | (a) | Statement of compliance
| | --- | -----------------------



The consolidated financial statements of the Company have been
prepared in accordance with International Financial Reporting Standards (“IFRS”) and its related interpretations as
issued by the International Accounting Standards Board (IASB).



i. Application of IFRS 1



For all periods up to and including the year ended December 31,
2012, the Company and its subsidiaries previously prepared its financial statements in accordance with accounting principles generally
accepted in the United States of America (“US GAAP”). The financial statements, for the year ended December 31, 2013,
are the first the Company has prepared in accordance with IFRS.



Accordingly, the Company has prepared financial statements which
comply with IFRS applicable for periods ending on or after December 31, 2013, together with the comparative period data as at
and for the year ended December 31, 2012, as described in the summary of significant accounting policies. In preparing these financial
statements, the Company’s opening statement of financial position was prepared as at January 1, 2012, the Company’s
date of transition to IFRS. Management determined that no adjustments were necessary to convert the financial statements from
US GAAP to IFRS.



The Company’s financial statements for the year ended December
31, 2013, will be the first annual financial statements that comply with IFRS. The Company has applied IFRS 1 in preparing these
consolidated financial statements.

F-10







The Company’s transition date is January 1, 2012. The Company
prepared its opening IFRS balance sheet at that date.



In preparing these consolidated financial statements in accordance
with IFRS 1, the Company has applied the relevant mandatory exceptions and certain optional exemptions from full retrospective
application of IFRS.



ii. Exemptions from full retrospective application – elected
by the Company



There were no optional exemptions applicable to the Company.



iii. Exceptions from full retrospective application followed
by the Company



The Company has applied the following mandatory exceptions from
retrospective application.



| | (1) | Estimates exception
| | --- | -------------------



Estimates under IFRS at January 1, 2012, are consistent
with estimates made for the same date under US GAAP.



All other mandatory exceptions in IFRS 1 were not applicable because
there were no significant differences in management’s application of US GAAP in these areas.



| | (b) | Basis of measurement
| | --- | --------------------



The consolidated financial statements have been prepared on the
historical cost basis except for the following which are measured at fair value:

| | · | Derivative
                                         financial instruments; and
| | - | ------------------------------------------------------------------------------

| | · | Investment
                                         property.
| | - | -------------------------------------------------------------



| | (c) | Functional and presentation currency
| | --- | ------------------------------------



The consolidated financial statements are presented in US dollars,
which is the Group’s functional currency. All financial information presented in US dollars have been rounded to the nearest
dollar amount, except when otherwise indicated.



| | (d) | Use of estimates and judgments
| | --- | ------------------------------



The preparation of the consolidated financial statements in conformity
with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities,
revenue and expenses and the disclosure of contingent liabilities at the reporting date. Actual results may differ from these
estimates.



Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods
affected.



| | (e) | Basis of consolidation
| | --- | ----------------------



The consolidated financial statements comprise the financial statements
of the Company and its wholly-owned subsidiaries as at December 31, 2013.



The Subsidiaries are consolidated from September 30, 2013 (the
date of acquisition), being the date on which the Company obtained control, and continues to be consolidated until the date when
such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company,
using consistent accounting policies. All intra-group balances, transactions, unrealized gains and losses resulting from intra-group
transactions are eliminated in consolidation.



There was no change in the ownership interest of any Subsidiaries
after the Business Combination closed on September 30, 2013.

F-11







Note 3 — Significant Accounting Policies



| | (a) | Determination of Fair Values
| | --- | ----------------------------



A number of the Group’s accounting policies and disclosures
require the determination of fair value, for both financial assets and liabilities. Fair values have been determined for measurement
and/or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in
determining fair values is disclosed in the notes specific to that asset or liability.



Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants at the measurement date.



The Company uses valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs
and minimizing the use of unobservable inputs significant to the fair value measurement as a whole:



| | · | Level
                                         1 – Quoted (unadjusted) market prices in active markets for identical assets or
                                         liabilities
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Level
                                         2 – Inputs other than quoted market prices included within Level 1 that are observable
                                         for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived
                                         from prices)
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Level
                                         3 – Inputs for the asset or liability that are not based on observable market data
                                         (unobservable inputs)
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For assets and liabilities that are recognized in the consolidated
financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy
by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole)
at the end of each reporting period.



| | (b) | Revenue
| | --- | -------



Rental income is recognized in the period on an accrual basis if
the amount of revenue can be measured reliably and it is probable that the Group will receive the consideration.



i. Rental income



The Group is the lessor in operating leases. Rental income arising
from operating leases on investment property is accounted for on a straight-line basis over the lease terms and is included in
the consolidated statements of loss and comprehensive loss due to its operating nature, except for contingent rental income which
is recognized when it arises.



Amounts received from tenants to terminate leases or to compensate
for dilapidations are recognized in the consolidated statements of loss and comprehensive loss when the right to receive them
arises.



| | (c) | Cash and Cash Equivalents
| | --- | -------------------------



Cash and short-term deposits in the consolidated statements of
financial position comprise cash at bank and short-term deposits with an original maturity of three months or less.



| | (d) | Loans and Borrowings
| | --- | --------------------



All loans and borrowings are initially recognized at fair value
less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently
measured at amortized cost using the effective interest method.



| | (e) | Trade and Other Receivables
| | --- | ---------------------------



Trade and other receivables are recognized at their original invoiced
value. The fair values of trade and other receivables classified as loans and receivables are not materially different to their
net carrying values. A provision is made when there is objective evidence that the Company will not be able to recover balances
in full. Balances are written off when the probability of recovery is assessed as being remote.

F-12







| | (f) | Cash Held in Trust
| | --- | ------------------



Cash held in trust consists of United States Treasury securities.
The Company classifies these securities as held-to-maturity. Held-to-maturity securities are those securities which the Company
has the ability and intent to hold until maturity.  Held-to-maturity treasury securities are recorded at amortized cost
and adjusted for the amortization or accretion of premiums or discounts.



Premiums and discounts are amortized or accreted over the life
of the related held-to-maturity security as an adjustment to yield using the effective-interest method.  Such amortization
and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized
when earned.



| | (g) | Intangible Assets
| | --- | -----------------



The intangible assets consist of above-market leases, below-market
leases, and in-place leases identified by analyzing the Subsidiaries’ leases as at the closing of the Business Combination.
The intangible assets are amortized over the remaining terms of the leases.



Intangible assets that have an indefinite useful life or intangible
assets not ready to use are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units).
Prior impairments of nonfinancial assets (other than goodwill) are reviewed for possible reversal at each reporting date.



| | (h) | Income Taxes
| | --- | ------------



The Company was incorporated as a Cayman Islands exempted company
and therefore the Group is not currently subject to income tax in the Cayman Islands or United States of America.



The Subsidiaries are subject to income tax in Italy and judgment
is required in determining the provision for income taxes. During the ordinary course of business, there are transactions and
calculations for which the ultimate tax determination is uncertain. As a result, the subsidiaries recognized tax liabilities based
on estimates of whether additional taxes and interest will be due. These tax liabilities are recognized when the Group’s
management believes that certain positions are likely to be challenged and may not be fully sustained upon review by tax authorities.
The Group management believes that its accruals for tax liabilities are adequate for all open audit years based on its assessment
of many factors including past experience and interpretations of tax law. This assessment relies on estimates and assumptions
and may involve a series of complex judgments about future events. To the extent that the final tax outcome of these matters is
different than the amount recorded, such differences will impact income tax expense in the period in which such determination
is made.



| | (i) | Deferred Taxation
| | --- | -----------------



Deferred tax assets and liabilities are recognized where the carrying
amount of an asset or liability in the consolidated statement of financial position differs from its tax base.



Recognition of deferred tax assets is restricted to those instances
where it is probable that taxable profit will be available against which the difference can be utilized.



The amount of the asset or liability is determined using tax rates
that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets)
are settled/(recovered).



Deferred tax assets and liabilities are offset when the Group has
a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to
taxes levied by the same tax authority on either:

| | · | The
                                         same taxable group company; or
| | - | ---------------------------------------------------------------------------

| | · | Different
                                         group entities which intend either to settle current tax assets and liabilities on a
                                         net basis, or to realize the assets and settle the liabilities simultaneously, in each
                                         future period in which significant amounts of deferred tax assets or liabilities are
                                         expected to be settled or recovered.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-13







| | (j) | Property and equipment
| | --- | ----------------------



Items of property and equipment are initially recognized at cost.
Depreciation is provided on all items of property and equipment so as to write off their carrying value over their expected useful
economic lives. It is provided at the following rates:



Plant and machinery – 7.5% per annum straight line

Fixture and fittings – 15.0% per annum straight line

Office and office related equipment – 20% per annum straight
line



| | (k) | Share-Based Payment
| | --- | -------------------



Share-based payment awards granted to non-employees is recognized
as stock option expense, with a corresponding increase in equity, over the period that the optionees become unconditionally entitled
to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and
non-market performance conditions are expected to be met, such that the amount ultimately recognized as an expense is based on
the number of awards that meet the related service and non-market performance conditions at the vesting date.



The Company estimates the fair value of option awards using the
Black-Scholes option pricing model. Determining the fair value of awards under this model represents management’s best estimates,
but these estimates involve inherent uncertainties and the application of management judgment.



| | (l) | Loss per Share
| | --- | --------------



Basic loss per share is computed by dividing net loss by the weighted-average
number of ordinary shares outstanding during the period.



Warrants and options are excluded from the computation of fully
diluted loss per share if their effect is anti-dilutive.



| | (m) | Provisions
| | --- | ----------



Provisions for environmental restoration, restructuring costs and
legal claims are recognized when: the group has a present legal or constructive obligation as a result of past events; it is probable
that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Restructuring
provisions comprise lease termination penalties and employee termination payments. Provisions are not recognized for future operating
losses.



Where there are a number of similar obligations, the likelihood
that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is
recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be
small.



Provisions are measured at the present value of the expenditures
expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value
of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest
expense.



| | (n) | Geographical Risk
| | --- | -----------------



The Subsidiaries’ operation is located in Italy. Therefore,
it is subject to local government regulations and to the uncertainties of the economic and political conditions of this area.



The overall performance is affected by the increase or decrease
of the gross Italian national product. During 2012, there was a general slowdown of the economic trend in Europe and especially
in Italy. This general slowdown has continued during 2013.



| | (o) | Foreign currencies
| | --- | ------------------



The audited financial statements of the Subsidiaries were translated
from Euro to U.S. Dollars pursuant to the provisions of IAS 21 “The Effects of Changes in Foreign Exchange Rates”,
as follows:

F-14







| | · | Assets
                                         and liabilities were translated using the exchange rate at the balance sheet date
| | - | ---------------------------------------------------------------------------------------------------------------------------------

| | · | Amounts
                                         in the statement of operations were translated at an appropriate weighted average rate
                                         for the period presented
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The
                                         translation adjustments resulting from translating the foreign entity’s financial
                                         statements are reported separately in Translation Reserve as a separate component of
                                         stockholders’ equity
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The
                                         subsidiaries equity accounts were translated using historical exchange rate
| | - | ------------------------------------------------------------------------------------------------------------------------



| | (p) | Business Combination and Goodwill
| | --- | ---------------------------------



Business combinations are accounted for using the acquisition method.
The cost of an acquisition is measuredas the aggregate of the consideration transferred measured at the acquisition
date fair value. Acquisition-related costs are expensed as incurred and included in administrativeexpenses.



When the Group acquires a business, it assesses the financial assets
and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances
and pertinent conditions as at the acquisition date.



Goodwill is initially measured at cost, being the excess of the
aggregate of the consideration transferred over the net identifiable assets acquired and liabilities assumed.



After initial recognition, goodwill is measured at cost less any
accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination,
irrespective of whether other assets or liabilities of the acquiree are assigned to those units.



Goodwill is tested for impairment annually as at December 31 and
when circumstances indicate that the carrying value may be impaired.



Impairment is determined for goodwill by assessing the recoverable
amount of each cash-generating unit to which the goodwill relates. Where the recoverable amount of the cash-generating unit is
less than their carrying amount, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in
future periods.



| | (q) | Operating lease contracts – the
                                         Group as lessor
| | --- | ----------------------------------------------------------------------------------------



The Group has entered into commercial property leases on its investment
property portfolio. The Group has determined, based on an evaluation of the terms and conditions of the arrangements, particularly
the duration of the lease terms and minimum lease payments, that it retains all the significant risks and rewards of ownership
of these properties and so accounts for the leases as operating leases.



| | (r) | Leases – Group as lessee
| | --- | ------------------------



The determination of whether an arrangement is, or contains, a
lease is based on the substance of the arrangement at the inception date. The arrangement is assessed for whether fulfillment
of the arrangement is dependent on the use of a specific asset(s) or the arrangement conveys a right to use the asset(s), even
if that right is not explicitly specified in the arrangement.



Finance leases, which transfer to the Group substantially all the
risks and benefits incidental to ownership of the leased item, are capitalized at the inception of the lease at the fair value
of the leased property or, if lower, at the present value of the minimum lease payments.



Lease payments are apportioned between the finance charges and
the reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance
charges are charged to the income statement as they arise.

F-15









| | (s) | Derivative financial instruments –
                                         Initial recognition and subsequent measurement
| | --- | --------------------------------------------------------------------------------------------------------------------------



The Group uses interest rate swaps to hedge its risks associated
with interest rates. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative
contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as assets when the fair value
is positive and as liabilities when the fair value is negative. They are carried in the consolidated statement of financial position
at fair value with changes in fair value recognized in the consolidated statements of loss and comprehensive loss.



| | (t) | Share Capital
| | --- | -------------



Ordinary shares are classified as equity. Ordinary shares subject
to possible conversion are classified as liabilities.



| | (u) | New standards and interpretations not
                                         yet adopted
| | --- | ------------------------------------------------------------------------------------------



Standards issued but not yet effective as of the date of issuance
of the Group’s financial statements are listed below. This listing of standards and interpretations issued are those that
the Group reasonably expects to have on impact on disclosures, financial position or performance when applied at a future date.
The Group intends to adopt these standards when they become effective.



IFRS 9 Financial instruments: Classification and Measurement



IFRS 9, as issued in 2010, reflects the first phase of the IASB’s
work on the replacement of IAS 39 and applies to classification and measurement of financial assets and financial liabilities
as defined in IAS 39. The standard was initially effective for annual reports beginning on or after January 1, 2013. In November
2013, Chapter 6 of IFRS on hedge accounting was published. At the same time, Chapter 7 containing the effective date and transition
provisions was amended to remove the mandatory effective date of IFRS 9. Entities may still choose to apply IFRS 9 immediately,
but are not required to do so.



In subsequent phases, the IASB is addressing impairment of financial
assets. The adoption of the first phase of IFRS 9 will have an effect on the classification and measurement of the Group’s
financial assets, but will not have an impact on classification and measurements of financial liabilities. The Group will quantify
the effect in conjunction with the other phases, when the final standard including all phases is issued.



IFRS 15 Revenue from Contracts with Customers



The IASB have issued a new revenue recognition standard, IFRS 15
in May 2014, which replaces all existing IFRS revenue requirements. The standard applies to all revenue contracts and provides
a model for the recognition and measurement of sales of some non-financial assets. Application is required for all annual periods
beginning on or after January 1, 2017. There are new specific requirements in respect of variable consideration such that it is
only included in the transaction price if it is highly probable that the amount of revenue recognized would not be subject to
significant future reversals as a result of subsequent re-estimation. The adoption of IFRS 15 may have an impact on the revenue
recognition as the tenants’ credit risk will be taken into consideration when rental revenue is being recognized. The effect
of this to the Group’s consolidated financial statements is undetermined at this time.





Note 4 — Business Combinations and Goodwill



On September 30, 2013, the Company consummated the Business Combination
by acquiring 100% of Seba, Nova, Delfin, SIM, Dieci, Ellegi, GSI, and Magfin for an aggregate of 1,719,317 ordinary shares. The
fair value of the shares is the closing market price of the Company at the acquisition date, at $10.96 per share. The fair value
of the consideration given is therefore $18,843,714. As a result of this Business Combination, eleven properties were acquired.
The existing strategic management function and associated processes were acquired with the property and, as such, the Company’s
management considers this transaction the acquisition of a business, rather than an asset acquisition.



The business combination was accounted for as a forward acquisition
under acquisition method and management has concluded that the Company is the accounting acquirer because the Company has effective
control of the entities acquired after the business combination by retaining both management control and majority shareholder
control. No management of the Subsidiaries became part of the Company or BHN’s management team or board of directors following
the business combination. The Subsidiaries’ results of operations were consolidated with the Company’s results of
operations beginning on the date of the Business Combination.

F-16









The Subsidiaries’ assets and liabilities are measured at
their acquisition-date fair value. The purchase price is allocated over the fair value of assets acquired and liabilities assumed
with any excess of purchase price over the fair value of net assets acquired allocated to above-market and below-market leases
intangible assets, and in-place leases intangible assets. The remaining value after the allocation of intangible assets is recorded
as goodwill. All direct costs of the transaction were charged to operations in the period that such costs were incurred.



Assets acquired and liabilities assumed



The fair value of the identifiable assets and liabilities of the
Subsidiaries as at the date of acquisition were:



|                                            |  | Fair value recognized on date of acquisition |           
|------------------------------------------- |  | -------------------------------------------- | ----------
|                                            |  |                                              |           
|Investment properties                       |  | $                                            | 71,586,615
|Machinery & other equipment                 |  |                                              | 272,710   
|Current assets                              |  |                                              | 650,207   
|Intangible asset - above market leases      |  |                                              | 4,215,252 
|Intangible asset - in-place leases          |  |                                              | 1,610,407 
|                                            |  |                                              | 78,335,191
|Loans and borrowings                        |  |                                              | 51,141,017
|Trade and other payables                    |  |                                              | 4,713,958 
|Tenant security deposits                    |  |                                              | 1,343,075 
|Corporate tax liabilities                   |  |                                              | 1,981,327 
|Derivative financial liabilities            |  |                                              | 1,400,900 
|Below market leases                         |  |                                              | 702,748   
|Total identifiable net assets at fair value |  |                                              | 17,052,166
|Goodwill arising on acquisition             |  |                                              | 1,791,548 
|Purchase consideration transferred          |  | $                                            | 18,843,714



The costs incurred in connection with the acquisition of $2,420,083
have been expensed and are included in operating expenses.



From the date of acquisition, the Subsidiaries have contributed
a net loss of approximately $2.5 million to the loss after tax and $1,374,728 to the revenues. If the combination has taken place
at the beginning of the year, the net loss after tax for the Company would have been $2,118,521 and revenue would have been $7,667,476.



The goodwill of $1,791,548 consists of the amount the Company considered
to be in excess of the Subsidiaries’ fair value. None of the goodwill is expected to be deductible for tax purposes.



Management determined that the goodwill was fully impaired at December
31, 2013 because the fair value at December 31, 2013 was principally equal to the acquisition date fair value.



The fair value as at December 31, 2013 was determined to be principally
equal to as the acquisition date due to: (1) the short time period between the acquisition date and December 31, 2013, and (2)
there were no significant events that affected the real estate prices in Italy where all the investment properties are located.
This was further confirmed by the professional appraiser by comparing the market data as at September 30, 2013 and December 31,
2013.

F-17









The table below shows the detailed movements that occurred in intangible
assets during the year ended December 31, 2013 considering amortization, separately.



|Intangible assets             |  | Above-
    market leases |           |  | In-place
    leases |   |           | Total | 
|----------------------------- |  | ------------------------ | --------- |  | ------------------- | - | --------- | ----- | 
|                              |  |                          |           |  |                     |   |           |       | 
|Balance at January 1, 2013    |  | $                        | –         |  |                     | $ | –         |       | 
|Additions through acquisition |  |                          | 4,215,252 |  |                     |   | 1,610,407 |       | 
|Additions                     |  |                          | –         |  |                     |   | –         |       | 
|Disposals                     |  |                          | –         |  |                     |   | –         |       | 
|Revaluations                  |  |                          | –         |  |                     |   | –         |       | 
|                              |  |                          |           |  |                     |   |           |       | 
|Balance at December 31, 2013  |  | $                        | 4,215,252 |  |                     | $ | 1,610,407 |       | 



|Amortization of intangible assets           |  |   |           |  |  |   |           | Total | 
|------------------------------------------- |  | - | --------- |  |  | - | --------- | ----- | 
|                                            |  |   |           |  |  |   |           |       | 
|Balance at January 1, 2013                  |  | $ | –         |  |  | $ | –         |       | 
|Amortization for the year                   |  |   | 45,012    |  |  |   | 80,520    |       | 
|                                            |  |   |           |  |  |   |           |       | 
|Balance at December 31, 2013                |  | $ | 45,012    |  |  | $ | 80,520    |       | 
|                                            |  |   |           |  |  |   |           |       | 
|Intangible assets, net at December 31, 2013 |  | $ | 4,170,240 |  |  | $ | 1,529,887 |       | 





Future amortization of the intangible assets identified at the
business combination as of December 31, 2013 are as follows. The amounts are approximated to the nearest thousand.



|                                        |  | Above-
    market leases |           |  | Below
    -market leases |   |          | In-place
    leases | 
|--------------------------------------- |  | ------------------------ | --------- |  | ------------------------ | - | -------- | ------------------- | 
|Within 1 year                           |  | $                        | 919,000   |  |                          | $ | (157,800 | )                   | 
|After year 1, but not more than 5 years |  |                          | 2,834,000 |  |                          |   | (510,000 | )                   | 
|After 5 years                           |  |                          | 417,000   |  |                          |   | (27,000  | )                   | 
|Total                                   |  | $                        | 4,170,000 |  |                          | $ | (694,800 | )                   | 



Contingent consideration



In connection with the Business Combination, the Company entered
into transaction value agreements (each, a “TVA” and collectively, “TVAs”) with the sellers of the properties.
Pursuant to the TVAs, the Company has agreed to make the sellers whole in the event that the average sales price of the ordinary
shares issued to the sellers in public market transaction is less than $10, by issuing additional ordinary shares of the Company
to the sellers. The make whole will be available only after the respective seller has sold all of the shares received at the Business
Combination. The number of shares issuable pursuant to the make whole provisions of the TVAs is the quotient of the total shortfall
between $10 and the average price for all such shares sold in public market transactions, divided by the then current fair market
value of the combined company’s ordinary shares. The terms of the TVAs do not become effective until there is an effective
registration statement covering such shares. The registration rights agreement entered into with the sellers requires the Company
to file a registration statement covering these shares as soon as practicable. There are no liquidating damage or penalty provisions
included in the registration rights agreement. Management deems that as soon as practicable would not be a date prior to April
30, 2014, the due date of the Form 20-F filing. At December 31, 2013, the market price of the Company’s ordinary shares
was $7 per share. As a result, the Company recorded a liability under these TVAs for $5,157,951. The value of this liability will
be re-measured at each reporting period until settled. At August 31, 2014, the value of this liability is approximately $14,000,000.

F-18









In addition, each of the TVAs granted the sellers a call option
on the equity interest in the Business Combination in the event that such sellers are unable to sell a sufficient number of shares
to reach certain dollar targets in certain periods set forth in the TVAs. Notwithstanding the foregoing and provided there is
any effective registration statement covering such shares, if the total value of shares traded in the public market equals the
dollar target for a given period, then the call option cannot be exercised for such period. In order to exercise the call option,
a seller must deliver to the Group all of the proceeds received from the sale of shares issued pursuant to the applicable purchase
agreement and TVA, together with any such shares that have not been sold by the seller, but less certain franchise tax payments
made by the sellers. The Management deems that there is no accounting implication on the call option granted.



Note 5 – Financial Instruments – Risk Management



The Group, through its subsidiaries, is exposed to the following
financial risks through its operations:



| | · | Risks
                                         related to the general economic trend
| | - | ------------------------------------------------------------------------------------

| | · | Risks
                                         related to fund requirements
| | - | ---------------------------------------------------------------------------

| | · | Other
                                         financial risks
| | - | --------------------------------------------------------------

| | · | Credit
                                         risks
| | - | -----------------------------------------------------

| | · | Liquidity
                                         risk
| | - | -------------------------------------------------------

| | · | Interest
                                         rate risk
| | - | -----------------------------------------------------------

| | · | Risk
                                         relevant to the environment
| | - | -------------------------------------------------------------------------



In common with all other businesses, the Group is exposed to risks
that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for
managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented
throughout these financial statements.



There have been no substantive changes in the Group’s exposure
to financial instruments risks, its objectives, policies and processes for managing those risks or the methods used to measure
them during the period unless otherwise stated in this note.



i. Principal financial instruments



The principal financial instruments used by the Group, from which
financial instrument risk arises, are as follows:

| | · | Trade
                                         receivables
| | - | ----------------------------------------------------------

| | · | Cash
                                         and cash equivalents
| | - | ------------------------------------------------------------------

| | · | Trade
                                         and other payables
| | - | -----------------------------------------------------------------

| | · | Revolving
                                         line of credit
| | - | -----------------------------------------------------------------

| | · | Floating-rate
                                         bank loans and lease agreements
| | - | --------------------------------------------------------------------------------------

| | · | Interest
                                         rate swaps
| | - | ------------------------------------------------------------

| | · | Notes
                                         payable
| | - | ------------------------------------------------------



A summary of the financial instruments held by category is provided
below:



Financial assets

|                            |  | December 31, 2013           |           |  | December 31, 2012           |   |       | January 1, 2012             | 
|--------------------------- |  | --------------------------- | --------- |  | --------------------------- | - | ----- | --------------------------- | 
|                            |  | Cash, loans and receivables |           |  | Cash, loans and receivables |   |       | Cash, loans and receivables | 
|                            |  |                             |           |  |                             |   |       |                             | 
|Cash and cash equivalents   |  | $                           | 133,414   |  |                             | $ | 7,411 |                             | 
|Trade and other receivables |  |                             | 1,967,193 |  |                             |   | –     |                             | 
|Equity investments          |  |                             | –         |  |                             |   | –     |                             | 
|Total financial assets      |  | $                           | 2,100,607 |  |                             | $ | 7,411 |                             | 



F-19









Financial liabilities

|                                       |  | December 31, 2013                                              |           |  | December 31, 2012                       |   |            | January 1, 2012                                                | 
|-------------------------------------- |  | -------------------------------------------------------------- | --------- |  | --------------------------------------- | - | ---------- | -------------------------------------------------------------- | 
|                                       |  | Financial liabilities at fair value through profit
    or loss |           |  | Financial liabilities at amortized cost |   |            | Financial liabilities at fair value through profit
    or loss | 
|                                       |  |                                                                |           |  |                                         |   |            |                                                                | 
|Trade and other payables               |  | $                                                              | –         |  |                                         | $ | 6,035,787  |                                                                | 
|Loans and borrowings and notes payable |  |                                                                | –         |  |                                         |   | 51,352,031 |                                                                | 
|Derivatives financial liabilities      |  |                                                                | 1,141,314 |  |                                         |   | –          |                                                                | 
|Total financial liabilities            |  | $                                                              | 1,141,314 |  |                                         | $ | 57,387,818 |                                                                | 



Financial instruments measured at fair value



|                                                                     |  | Fair value measurements at December 31, 2013 using |  
|-------------------------------------------------------------------- |  | -------------------------------------------------- | -
|                                                                     |  | Level 1                                            |  
|Financial liabilities                                                |  |                                                    |  
|Derivative financial liabilities – interest rate swap
    agreements |  | $                                                  | –



General objectives, policies and processes



The Board has overall responsibility for the determination of the
Group’s risk management objectives and policies.



The overall objective of the Board is to set policies that seek
to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details
regarding these policies are set out below:



Risk related to the general economic trend



The Group performance is affected by the increase or decrease of
the gross Italian national product. During 2012, there was a general slowdown of the economic trend in Europe and especially in
Italy. This has continued during 2013.



Related to fund requirements



The Group carries on an activity that entails considerable investments
in buildings and expects to face up to requirements through the flows deriving from the operational management and from new loans.



Operations are expected to continue to generate adequate financial
resources while for the use of new loans, in the future the Group will encounter high spreads and greater difficulties in obtaining
long-term loans compared to the past.



Other financial risks



The Group is exposed to financial risks associated with its business
operations:

| | · | Credit
                                         risk in relation to normal trade transactions with customers;
| | - | -------------------------------------------------------------------------------------------------------------

| | · | Liquidity
                                         risk, with particular reference to the raising of financial resources associated with
                                         investments and the financing of working capital;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Market
                                         risks (mainly related in interest rates).
| | - | -----------------------------------------------------------------------------------------



F-20







Credit risk



The granting of credit to end customers is subject to specific
preliminary and on-going assessments of each tenant. Positions amongst trade receivables (if individually significant) for which
objective partial or total non-recoverability is ascertained, are subject to individual write-down.



A significant amount of cash is held with the following institutions:



|Description                                             |  | Rating |  | December 31,
    2013 |         |  | December 31,
    2012 |   |       | January 1,
    2012 | 
|------------------------------------------------------- |  | ------ |  | --------------------- | ------- |  | --------------------- | - | ----- | ------------------- | 
|                                                        |  |        |  |                       |         |  |                       |   |       |                     | 
|M&T Bank                                                |  | A-     |  | $                     | 41,645  |  |                       | $ | –     |                     | 
|JP Morgan                                               |  | A+     |  |                       | –       |  |                       |   | 7,411 |                     | 
|Banca Popolare Commercio e Industria                    |  | C+     |  |                       | 30,840  |  |                       |   | –     |                     | 
|Unicredit                                               |  | BBB+   |  |                       | 19,769  |  |                       |   | –     |                     | 
|ING Luxembourg                                          |  | A      |  |                       | 17,981  |  |                       |   | –     |                     | 
|Banca Popolare di Sondrio                               |  | N/A    |  |                       | 10,941  |  |                       |   | –     |                     | 
|Banca Popolare di Vicenza                               |  | BB     |  |                       | 8,405   |  |                       |   | –     |                     | 
|Cassa Rurale e Artigiana di Binasco Credito Cooperativo |  | N/A    |  |                       | 2,280   |  |                       |   | –     |                     | 
|Cassa di Risparmio di Asti                              |  | N/A    |  |                       | 912     |  |                       |   | –     |                     | 
|Total cash at bank                                      |  |        |  | $                     | 132,773 |  |                       | $ | 7,411 |                     | 



Foreign exchange risk



The Subsidiaries transactions are denominated in Euro which is
a stable currency.



Liquidity risk



The liquidity risk may manifest with regards to the inability to
raise the financial resources necessary for the anticipated investments under good economic conditions and for financing working
capital.



The Group has adopted a series of policies and processes aimed
at optimizing the management of the financial resources, reducing the liquidity risk, such as the maintenance of an adequate level
of available liquidity, the obtaining of adequate credit facilities and the systematic monitoring of the forecast liquidity conditions.



Management believes that the funds and the credit facilities currently
available, in additional to those that will be generated by operating and financing activities, will permit the Group to satisfy
its requirement deriving from activities for investments, working capital management and debt repayments on their natural maturity
dates.



The following table sets out the contractual maturities (representing
undiscounted contractual cash-flows) of financial liabilities:



|At December 31, 2013             |  | Up to 1 year |            |  | Between
                                         1
                                                                               and
                                         5 years |   |            | Over 5 years |  |   | Total      | 
|-------------------------------- |  | ------------ | ---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | ------------ |  | - | ---------- | 
|                                 |  |              |            |  |                                                                                                                                                                                        |   |            |              |  |   |            | 
|Trade and other payables         |  | $            | 6,035,787  |  |                                                                                                                                                                                        | $ | –          |              |  | $ | –          | 
|Loans and borrowings             |  |              | 5,503,242  |  |                                                                                                                                                                                        |   | 10,116,534 |              |  |   | 35,312,255 | 
|Derivative financial liabilities |  |              | 1,141,314  |  |                                                                                                                                                                                        |   | –          |              |  |   | –          | 
|Total                            |  | $            | 12,680,343 |  |                                                                                                                                                                                        | $ | 10,116,534 |              |  | $ | 35,312,255 | 



Interest rate risk



Some Group companies have stipulated Interest Rate Swap agreements
linked to floating rate medium-term leasing contracts with the aim of ensuring itself a fixed rate on said operations.



F-21







Risk relevant to the environment



The activities of the Group are not directly subject to authorization
and environmental rules and regulations. The activities of some tenants may be subject to regulations on emissions in the atmosphere,
waste disposal, wastewater disposal and land contamination ban.



Capital Disclosures



The Group monitors adjusted capital which comprises all components
of equity (i.e. capital quotas, legal reserve, non-controlling interest and retained earnings).



The Group’s objectives when maintaining capital are:

| | · | To
                                         safeguard the entity’s ability to continue as a going concern, so that it can continue
                                         to provide returns for shareholders and benefits for other stakeholders, and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | To
                                         provide an adequate return to shareholders by pricing services commensurate with the
                                         level of risk.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Note 6 – Operating Leases – Group as Lessor



The Group has entered into leases on its property portfolio. The
commercial property leases typically have lease terms between 6 and 9 years and include clauses to enable periodic upward revision
of the rental charge according to prevailing market conditions. Some leases contain options to terminate before the end of the
lease term.



Future minimum rental receivable under non-cancellable operating
leases as of December 31, 2013 are as follows:



|                                        |  | 2013 |           
|--------------------------------------- |  | ---- | ----------
|Within 1 year                           |  | $    | 5,102,496 
|After year 1, but not more than 5 years |  |      | 19,068,156
|More than 5 years                       |  |      | 6,889,093 
|Total                                   |  | $    | 31,059,745





Note 7 -- Depreciation, Amortization and Bad Debt Provision



Details of depreciation, amortization and bad debt provision are
as follows:



|                                                        |  | 2013 |        
|------------------------------------------------------- |  | ---- | -------
|Amortization of intangible assets                       |  | $    | 117,691
|Depreciation of tangible assets                         |  |      | 18,119 
|Bad debt provision                                      |  |      | 41,176 
|Total depreciation, amortization and bad debt provision |  | $    | 176,986





Note 8 – Impairment of Goodwill



All goodwill arising on acquisition which amounted to $1,791,548
was deemed impaired during the annual impairment test at December 31, 2013. See note 4 – Business Combinations and Goodwill
for detail.



F-22









Note 9 -- Other Expenses



Details of the Group’s other expenses is shown in the table
below:



|                                   |  | 2013 |           |  | 2012 |  
|---------------------------------- |  | ---- | --------- |  | ---- | -
|Rental costs                       |  | $    | 283,233   |  |      | $
|Staff costs                        |  |      | 35,136    |  |      |  
|Sundry operating expenses          |  |      | 105,765   |  |      |  
|Taxation on buildings              |  |      | 88,190    |  |      |  
|Administrative and other expenses  |  |      | 397,505   |  |      |  
|Maintenance expenses               |  |      | 201,065   |  |      |  
|Insurance costs                    |  |      | 55,650    |  |      |  
|Provision related to legal dispute |  |      | 300,000   |  |      |  
|Legal expenses                     |  |      | 1,438,367 |  |      |  
|Professional fees                  |  |      | 1,263,002 |  |      |  
|Bank fees                          |  |      | 11,056    |  |      |  
|Licenses, registrations & fees     |  |      | 25,090    |  |      |  
|Put option fees                    |  |      | 160,500   |  |      |  
|Rent expense                       |  |      | 67,500    |  |      |  
|Stock options expense              |  |      | 154,343   |  |      |  
|Travel expense                     |  |      | 102,635   |  |      |  
|Total other expenses               |  | $    | 4,689,037 |  |      | $





Note 10 -- Finance Income and costs



The details of finance income and costs on the statements of loss
and comprehensive loss is as follow:



|Finance income                                                                   |  | 2013 |       
|-------------------------------------------------------------------------------- |  | ---- | ------
|Finance income from variation of fair value on interest rate
    swap agreements |  | $    | 53,648
|Total finance income                                                             |  | $    | 53,648



|                                                                            |  |      |        
|--------------------------------------------------------------------------- |  | ---- | -------
|Finance costs                                                               |  | 2013 |        
|Finance cost on note payable to underwriters and other debt                 |  | $    | 200,500
|Interest expense of bank loans, revolving line of credit and finance leases |  |      | 400,539
|Total finance costs                                                         |  | $    | 601,039





Note 11 -- Supplemental Information



Other supplemental information consists of:



|                                                                             |  | 2013 |           
|---------------------------------------------------------------------------- |  | ---- | ----------
|                                                                             |  |      |           
|1,719,317 ordinary shares issued in connection with business
    combination |  | $    | 18,843,714
|                                                                             |  |      |           
|Conversion of deferred underwriter fees to note payable to underwriters      |  | $    | 889,833   





F-23







Note 12 – Loss per share

Basic loss per share is computed by dividing loss for the year
by the weighted-average number of ordinary shares outstanding during the period.



Potentially dilutive securities include:



|                                                                                   |  | For the year ended |           |  | For the year ended | 
|---------------------------------------------------------------------------------- |  | ------------------ | --------- |  | ------------------ | 
|                                                                                   |  | December 31, 2013  |           |  | December 31, 2012  | 
|                                                                                   |  |                    |           |  |                    | 
|Warrants to purchase common stock                                                  |  |                    | 7,241,054 |  |                    | 
|Common stock in the unit purchase option for underwriters                          |  |                    | 215,000   |  |                    | 
|Options in the unit purchase option for underwriters to purchase common stock      |  |                    | 215,000   |  |                    | 
|Convertible promissory notes issued to underwriters subject to possible conversion |  |                    | 99,243    |  |                    | 
|Options to purchase common stock                                                   |  |                    | 7,500     |  |                    | 
|Total potential dilutive securities                                                |  |                    | 7,777,797 |  |                    | 



The Company paid a dividend to its public
shareholders of one warrant for every four shares that were not redeemed in connection with the Business Combination on October
24, 2013. As a result, 161,004 shares of warrants were issued.



The exercise price of the warrants to purchase common stock is
$7.50, expiring on March 30, 2016. On January 4, 2014, the Company’s management amended the exercise price from $7.50 to
$5.00, and extended the expiration date from March 30, 2016 to March 30, 2018. The warrants are exercisable upon calls for redemption
by the Company only if the last sale price of our ordinary shares on the stock exchange equals to or exceeds $15.00 per share
for any 20 trading days within a 30 trading day period.



The exercise price of the 215,000 units of unit purchase option
(“UPO”) issued to underwriters is $12.00. Total proceeds from the UPO exercise will be $2,580,000 (if exercised in
full). The UPO is exercisable at any time, in whole or in part, commencing on the later of the consummation of our initial business
combination (September 30, 2013) or September 24, 2011 and expiring March 24, 2016. As of December 31, 2013, no underwriters’
unit purchase option has been exercised.



The warrants and options are excluded from the computation of fully
diluted loss per share as their effect is anti-dilutive.



The following reflects the loss and share data used in the basic
and diluted loss per share calculations:



|                                                                           |  | 2013 |             |   | 2012 |  
|-------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|Loss for the year                                                          |  | $    | (10,880,259 | ) |      | $
|                                                                           |  |      |             |   |      |  
|Weighted average number of ordinary shares outstanding – basic and diluted |  |      | 3,037,806   |   |      |  
|                                                                           |  |      |             |   |      |  
|Basic and diluted net loss per ordinary share                              |  | $    | (3.58       | ) |      | $



F-24









Note 13 – Property and equipment



The table below shows the detailed movements which occurred in
property and equipment during the year ended December 31, 2013 considering cost and accumulated depreciation, separately.



|Cost or valuation             |  | Plant and machinery |         |  | Industrial and commercial
    equipment |   |       | Office and office-related
    equipment |  |   | Total  | 
|----------------------------- |  | ------------------- | ------- |  | --------------------------------------- | - | ----- | --------------------------------------- |  | - | ------ | 
|                              |  |                     |         |  |                                         |   |       |                                         |  |   |        | 
|Balance at January 1, 2013    |  | $                   | –       |  |                                         | $ | –     |                                         |  | $ | 5,005  | 
|Additions through acquisition |  |                     | 273,964 |  |                                         |   | 1,112 |                                         |  |   | –      | 
|Additions                     |  |                     | –       |  |                                         |   | –     |                                         |  |   | 7,516  | 
|Disposals                     |  |                     | –       |  |                                         |   | –     |                                         |  |   | –      | 
|Revaluations                  |  |                     | –       |  |                                         |   | –     |                                         |  |   | –      | 
|                              |  |                     |         |  |                                         |   |       |                                         |  |   |        | 
|Balance at December 31, 2013  |  | $                   | 273,964 |  |                                         | $ | 1,112 |                                         |  | $ | 12,521 | 



|Accumulated depreciation                         |  | Plant and machinery |         |  | Industrial and commercial
    equipment |   |       | Office and office-related
    equipment |  |   | Total | 
|------------------------------------------------ |  | ------------------- | ------- |  | --------------------------------------- | - | ----- | --------------------------------------- |  | - | ----- | 
|                                                 |  |                     |         |  |                                         |   |       |                                         |  |   |       | 
|Balance at January 1, 2013                       |  | $                   | –       |  |                                         | $ | –     |                                         |  | $ | 1,410 | 
|Depreciation charge for the year                 |  |                     | 18,730  |  |                                         |   | 108   |                                         |  |   | 1,592 | 
|                                                 |  |                     |         |  |                                         |   |       |                                         |  |   |       | 
|Balance at December 31, 2013                     |  | $                   | 18,730  |  |                                         | $ | 108   |                                         |  | $ | 3,002 | 
|                                                 |  |                     |         |  |                                         |   |       |                                         |  |   |       | 
|Property and equipment, net at December 31, 2013 |  | $                   | 255,234 |  |                                         | $ | 1,004 |                                         |  | $ | 9,519 | 





Note 14 -- Investment Properties



Investment properties were valued on December 31, 2013 using discounted
cash flow (DCF) method by an independent qualified professional valuation expert. The methods and assumptions adopted for the
real estate appraisal carried out by the expert in determining the fair value of the investment property is in accordance to IAS
40, Investment Property. There are currently no obligations to purchase, construct, or develop the investment properties.

F-25









Details of the investment properties is as follows:



|Location, address                 |  | Sq. Meter |        |  | 2013 Fair Value, Level 3 |  
|--------------------------------- |  | --------- | ------ |  | ------------------------ | -
|Milano, Corso Europa 22           |  |           | 1,560  |  |                          | $
|Buccinasco, Via Lucania 2-4-6     |  |           | 16,230 |  |                          |  
|Buccinasco, Via Privata Mulino 24 |  |           | 370    |  |                          |  
|Buccinasco, Via Lazio 95          |  |           | 4,100  |  |                          |  
|Buccinasco, Via Bruno Buozzi 22   |  |           | 1,322  |  |                          |  
|Buccinasco, Via Emilia 30         |  |           | 200    |  |                          |  
|Assago, Via Isaac Newton 9        |  |           | 1,200  |  |                          |  
|Rozzano, Milanofiori, Building A5 |  |           | 926    |  |                          |  
|Rozzano, Milanofiori, Building N1 |  |           | 2,245  |  |                          |  
|Rozzano, Milanofiori, Building Q5 |  |           | 370    |  |                          |  
|Rozzano, Milanofiori, Building Q7 |  |           | 530    |  |                          |  
|Total                             |  |           |        |  |                          | $



The portfolio of properties has low vacancy rates,
except for property in Buccinasco, Via Emilia which is vacant. The properties have an average lease expiration of approximately
6 years. The properties composing the portfolio are commercial real estate assets.



During 2013 (continuing from 2012), the economic
recession in Italy has continued to affect the real estate industry causing a general delay in rental payments and sometimes an
early termination of outstanding leasing agreements. Nevertheless the amount of rental fees is essentially unchanged compared
to previous years, except for a little temporary reduction (generally lasting one year) granted to a few tenants, and the vacancy
period was reduced to a minimum in order to limit the charge of co-owners expenses.



At December 31, 2013, all investment properties are in the commercial
rental category.



Under the DCF method, a property’s fair value is estimated
using explicit assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or
terminal value. As an accepted method within the income approach to valuation, the DCF method involves the projection of a series
of cash flows on a real property interest. To this projected cash flow series, an appropriate, market-derived discount rate is
applied to establish the present value of the cash inflows associated with the real property.



The duration of the cash flow and the specific timing of inflows
and outflows are determined by events such as rent reviews, lease renewal and related lease up periods, re-letting, redevelopment,
or refurbishment. The appropriate duration is typically driven by market behavior that is a characteristic of the class of real
property.



In the case of investment properties, periodic cash flow is typically
estimated as gross income less vacancy, non-recoverable expenses, collection losses, lease incentives, maintenance cost, agent
and commission costs and other operating and management expenses. The series of periodic net cash inflows, along with an estimate
of the terminal value anticipated at the end of the projection period, is then discounted.



In regards to the commercial rental properties in the town of Assago,
Buccinasco and Rozzano, the market data of the outskirt area of Milan was used as a basis of comparison. For the commercial rental
property in Corso Europa in Milan, it is considered to be in the top range category due to the location of the property and the
current rental agreements in place.



The Group, following the business combination, has set up a policy
of commencing an independent qualified professional valuation expert to value the investment properties on an annual basis at
the end of each year. Selection criteria include market knowledge, reputation, independence and whether professional standards
are maintained. The valuation performed by the independent qualified professional valuation expert was reviewed by the Group’s
CEO, CFO, and certain members of the Board of Directors.

F-26









|   | Property                              | Fair
    Value |            | Valuation
    technique |     | Key
    unobservable inputs |                        | Inputs
    used
|-- | ------------------------------------- | -------------- | ---------- | ----------------------- | --- | --------------------------- | ---------------------- | ---------------
|   |                                       |                |            |                         |     |                             |                        |                
|1  | Milano,
    Corso Europa 22           | $              | 27,695,790 |                         | DCF |                             | ERV                    |                
|   |                                       |                |            |                         |     |                             | Rental
    growth p.a. |                
|   |                                       |                |            |                         |     |                             | Discount
    rate      |                
|   |                                       |                |            |                         |     |                             |                        |                
|2  | Buccinasco,
    Via Lucania 2-4-6     |                | 22,666,455 |                         | DCF |                             | ERV                    |                
|   |                                       |                |            |                         |     |                             | Rental
    growth p.a. |                
|   |                                       |                |            |                         |     |                             | Discount
    rate      |                
|   |                                       |                |            |                         |     |                             |                        |                
|3  | Buccinasco,
    Via Privata Mulino 24 |                | 1,391,679  |                         | DCF |                             | ERV                    |                
|   |                                       |                |            |                         |     |                             | Rental
    growth p.a. |                
|   |                                       |                |            |                         |     |                             | Discount
    rate      |                
|   |                                       |                |            |                         |     |                             |                        |                
|4  | Buccinasco,
    Via Lazio 95          |                | 5,098,230  |                         | DCF |                             | ERV                    |                
|   |                                       |                |            |                         |     |                             | Rental
    growth p.a. |                
|   |                                       |                |            |                         |     |                             | Discount
    rate      |                
|   |                                       |                |            |                         |     |                             |                        |                
|5  | Buccinasco,
    Via Bruno Buozzi 22   |                | 1,887,723  |                         | DCF |                             | ERV                    |                
|   |                                       |                |            |                         |     |                             | Rental
    growth p.a. |                
|   |                                       |                |            |                         |     |                             | Discount
    rate      |                
|   |                                       |                |            |                         |     |                             |                        |                
|6  | Buccinasco,
    Via Emilia 30         |                | 358,254    |                         | DCF |                             | ERV                    |                
|   |                                       |                |            |                         |     |                             | Rental
    growth p.a. |                
|   |                                       |                |            |                         |     |                             | Discount
    rate      |                
|   |                                       |                |            |                         |     |                             |                        |                
|7  | Assago,
    Via Isaac Newton 9        |                | 3,458,529  |                         | DCF |                             | ERV                    |                
|   |                                       |                |            |                         |     |                             | Rental
    growth p.a. |                
|   |                                       |                |            |                         |     |                             | Discount
    rate      |                
|   |                                       |                |            |                         |     |                             |                        |                
|8  | Rozzano,
    Milanofiori, Building A5 |                | 3,182,949  |                         | DCF |                             | ERV                    |                
|   |                                       |                |            |                         |     |                             | Rental
    growth p.a. |                
|   |                                       |                |            |                         |     |                             | Discount
    rate      |                
|   |                                       |                |            |                         |     |                             |                        |                
|9  | Rozzano,
    Milanofiori, Building N1 |                | 4,560,849  |                         | DCF |                             | ERV                    |                
|   |                                       |                |            |                         |     |                             | Rental
    growth p.a. |                
|   |                                       |                |            |                         |     |                             | Discount
    rate      |                
|   |                                       |                |            |                         |     |                             |                        |                
|10 | Rozzano,
    Milanofiori, Building Q5 |                | 1,281,447  |                         | DCF |                             | ERV                    |                
|   |                                       |                |            |                         |     |                             | Rental
    growth p.a. |                
|   |                                       |                |            |                         |     |                             | Discount
    rate      |                
|   |                                       |                |            |                         |     |                             |                        |                
|11 | Rozzano,
    Milanofiori, Building Q7 |                | 1,295,226  |                         | DCF |                             | ERV                    |                
|   |                                       |                |            |                         |     |                             | Rental
    growth p.a. |                
|   |                                       |                |            |                         |     |                             | Discount
    rate      |                
|   |                                       |                |            |                         |     |                             |                        |                
|   | Total                                 | $              | 72,877,131 |                         |     |                             |                        |                
|   |                                       |                |            |                         |     |                             |                        |                



F-27







Descriptions and definitions



Estimated rental value (ERV)



The rent at which space could be let in the market conditions prevailing
at the date of valuation.



Rental growth



The estimated average increase in rent based on both market estimations
and contractual indexations.



Discount rate



Rate used to discount the net cash flows generated from rental
activities during the period of analysis (estimated up to 10 years).





Note 15 -- Trade and Other Receivables



Trade and other receivables consist of the following at December
31, 2013:



|                                                             |  | 2013 |          
|------------------------------------------------------------ |  | ---- | ---------
|Trade receivables                                            |  | $    | 1,907,789
|Less: bad debt provision                                     |  |      | (877,842 
|Trade receivables, net                                       |  |      | 1,029,947
|Other receivables (unbilled revenue and maintenance charges) |  |      | 937,246  
|Total trade and other receivables, net                       |  | $    | 1,967,193



Movements on the Group’s bad debt provision are as follows:



|                                                        |  | 2013 |          
|------------------------------------------------------- |  | ---- | ---------
|At January 1                                            |  | $    | 1,070,890
|Provided during the year                                |  |      | 451      
|Receivable written off during the year as uncollectible |  |      | –        
|Unused amount reversed                                  |  |      | (193,499 
|At December 31                                          |  | $    | 877,842  





Note 16 -- Cash and Cash Equivalents



Cash and cash equivalents comprises:



|Description                     |  | 2013 |         |  | 2012 |  
|------------------------------- |  | ---- | ------- |  | ---- | -
|Cash at bank                    |  | $    | 132,773 |  |      | $
|Cash on hand                    |  |      | 641     |  |      |  
|Total cash and cash equivalents |  | $    | 133,414 |  |      | $



F-28









Note 17 — Shareholders’ Equity



Ordinary Shares



The Company is authorized to issue up to 50,000,000 ordinary
shares, par value $0.001 per share. The holders of the ordinary shares are entitled to one vote for each ordinary share.



As of December 31, 2013 and 2012, there were 3,179,721 and 4,894,983
ordinary shares outstanding, respectively.





Note 18 – Below-Market Leases



Below-market leases consist of the following at December 31, 2013
(see note 4 -- Business Combinations and Goodwill).



|                                                       |  | 2013 |        
|------------------------------------------------------ |  | ---- | -------
|Below market leases recognized at business combination |  | $    | 702,748
|Amortization of the intangible liabilities             |  |      | (7,840 
|Below-market leases, net                               |  | $    | 694,908





Note 19 -- Deferred Taxes



Deferred tax is calculated in full on temporary differences using
tax rate of 27.5%, if the temporary difference is subject only to IRES (an Italian corporate income tax) rules, or 31.4% if the
temporary difference is subject both to IRES and IRAP (an Italian regional production tax) rules.



Details of the deferred tax liability and amounts recognized in
net loss are as follows:



|                                                                                                 |  | 2013  |           |  | 2013      |   |            | 2013            |  |   | 2013       |  
|------------------------------------------------------------------------------------------------ |  | ----- | --------- |  | --------- | - | ---------- | --------------- |  | - | ---------- | -
|                                                                                                 |  | Asset |           |  | Liability |   |            | (Charged) / Net |  |   | Movement   |  
|Adjustment for IFRS purposes (deductible/taxable for local tax rules in future
    fiscal years) |  |       |           |  |           |   |            |                 |  |   |            |  
|Writing off of Intangibles                                                                       |  | $     | 1,092,908 |  |           | $ | –          |                 |  | $ | 1,092,908  |  
|Writing off of Leasing agreements entry fee                                                      |  |       | 310,706   |  |           |   | –          |                 |  |   | 310,706    |  
|Writing off of Tangibles                                                                         |  |       | –         |  |           |   | (2,950     | )               |  |   | (2,950     | )
|Accounting of lease contracts according to IAS 17                                                |  |       | –         |  |           |   | (2,270,344 | )               |  |   | (2,270,344 | )
|Accounting of investment properties according to Fair Value                                      |  |       | –         |  |           |   | (4,908,756 | )               |  |   | (4,908,756 | )
|Mark to Market on derivative instruments                                                         |  |       | 358,373   |  |           |   | –          |                 |  |   | 358,373    |  
|Elimination property revaluation                                                                 |  |       | –         |  |           |   | (125,492   | )               |  |   | (125,492   | )
|Normalization income                                                                             |  |       | 61,766    |  |           |   | –          |                 |  |   | 61,766     |  
|Other temporary differences                                                                      |  |       | –         |  |           |   | –          |                 |  |   | –          |  
|Bad debt provision                                                                               |  |       | –         |  |           |   | (38,499    | )               |  |   | (38,499    | )
|Provision for risk                                                                               |  |       | 49,260    |  |           |   | –          |                 |  |   | 49,260     |  
|Others                                                                                           |  |       | 73,283    |  |           |   | –          |                 |  |   | 73,283     |  
|Total                                                                                            |  | $     | 1,946,296 |  |           | $ | (7,346,041 | )               |  | $ | (5,399,745 | )



F-29









Note 20 – Loans and Borrowings



The book value of loans and borrowings consist of the following:



|                           |  | 2013 |           
|-------------------------- |  | ---- | ----------
|Non-current                |  |      |           
|Bank loans                 |  | $    | 8,082,859 
|Finance lease creditor     |  |      | 37,345,930
|Total non-current          |  |      | 45,428,789
|                           |  |      |           
|Current                    |  |      |           
|Revolving line of credit   |  |      | 1,877,638 
|Bank loans                 |  |      | 799,474   
|Finance lease creditor     |  |      | 1,936,297 
|Other loans (See Note 23)  |  |      | 889,833   
|Total current              |  |      | 5,503,242 
|                           |  |      |           
|Total loans and borrowings |  | $    | 50,932,031



Bank loans



Bank loans include both secured and unsecured bank loans. Certain
bank loans are secured by the investment properties. In addition to using the investment properties as collateral, some of the
loans are further personally guaranteed by the former owners of the properties.



The table below shows the detail of bank loans by expiry date and
rate (floating or fixed); all bank loans contracts provide for floating rates.



|2013                        |  | Floating rate |           |  | Total |  
|--------------------------- |  | ------------- | --------- |  | ----- | -
|                            |  |               |           |  |       |  
|Expiry within 1 year        |  | $             | 799,474   |  |       | $
|Expiry within 1 and 5 years |  |               | 3,133,099 |  |       |  
|Expiry in more than 5 years |  |               | 4,949,760 |  |       |  
|Total                       |  | $             | 8,882,333 |  |       | $



As at December 31, 2013, the effective interest rate varies from
EURIBOR+1.125% to EURIBOR+2.554%.



Revolving line of credit



The Group has committed borrowing facilities available at December
31, 2013 as follows:



|2013                        |  | Floating rate |           |  | Fixed rate |   |         | Total | 
|--------------------------- |  | ------------- | --------- |  | ---------- | - | ------- | ----- | 
|                            |  |               |           |  |            |   |         |       | 
|Expiry within 1 year        |  | $             | 1,418,280 |  |            | $ | 459,358 |       | 
|Expiry within 1 and 5 years |  |               | –         |  |            |   | –       |       | 
|Expiry in more than 5 years |  |               | –         |  |            |   | –       |       | 
|Total                       |  | $             | 1,418,280 |  |            | $ | 459,358 |       | 



F-30







The facilities expiring within 1 year are annual facilities subject
to renewal at various dates. As at December 31, 2013, the effective interest rate varies from 5.726% to 15.25%.



The revolving line of credit is unsecured, but personally guaranteed
by the former owners of the properties. The total revolving line of credit approved by the bank was $1,816,590. The full revolving
line of credit has been utilized by the Group at December 31, 2013. In addition, the Group has overdrawn the revolving line of
credit by $61,048. As a result of the overdrawn, the total balance of the revolving line of credit as at December 31, 2013 was
$1,877,638.



Finance lease creditor

See note “Finance leases” below



Other loans



Other loans consist of an interest bearing convertible promissory
note with the underwriters (see Note 23 – Note Payable to Underwriters).





Note 21 -- Finance Leases



The Group leases all its real estate properties except for the
property located in Via Lazio 95 Buccinasco, Via Buozzi 22 Buccinasco and Corso Europa 22.



Such assets are classified as finance leases as the Group has the
right to purchase the assets outright at the end of the minimum lease term by paying a nominal amount.



Future lease payments are due as follows:



|2013                                              |  | Minimum lease payments |            |  | Interest |   |            | Present value | 
|------------------------------------------------- |  | ---------------------- | ---------- |  | -------- | - | ---------- | ------------- | 
|                                                  |  |                        |            |  |          |   |            |               | 
|Not more than one year                            |  | $                      | 3,640,541  |  |          | $ | 1,704,244  |               | 
|Later than one year and not later than five years |  |                        | 12,984,033 |  |          |   | 6,000,598  |               | 
|Later than five years                             |  |                        | 39,588,713 |  |          |   | 9,226,218  |               | 
|Total                                             |  | $                      | 56,213,287 |  |          | $ | 16,931,060 |               | 



As at December 31, 2013, the effective interest rate varies from
EURIBOR+1.4% to EURIBOR+2.762%.



The present values of future lease payments are analyzed as:



|2013                    |  | Present value |           
|----------------------- |  | ------------- | ----------
|                        |  |               |           
|Current liabilities     |  | $             | 1,936,297 
|Non-current liabilities |  |               | 37,345,930
|Total                   |  | $             | 39,282,227





Note 22 -- Provisions



Details of balance sheet item of current provisions:



|Provisions               |  | 2013 |        
|------------------------ |  | ---- | -------
|Post employment benefits |  | $    | 1,524  
|Tax liabilities          |  |      | 10,715 
|Other provisions         |  |      | 480,837
|Total provisions         |  | $    | 493,076



F-31









The other provisions refer to probable liabilities
deriving from legal disputes underway from one of the subsidiaries. This provision liability has been estimated based on management
evaluation of the amounts at risk and legal considerations. There are uncertainties that relate to whether claims will be settled
out by payment or if the subsidiary is successful in defending any action (see note 28 – Contingencies and Commitments).





Note 23 – Note Payable to Underwriters



Immediately following the closing of the Business Combination on
September 30, 2013, the Company entered into an interest-bearing promissory note with its underwriter, Chardan Capital Markets,
LLC for the total remaining amount of $889,833 due to the underwriter at the rate of 5% per annum, maturing on December 31, 2013.
If the note was not repaid by December 31, 2013, Chardan had the right to convert the note and accrued interest into ordinary
shares at a price of $9.10 per share. In connection with the convertible right, $184,584 was allocated to the value of the beneficial
conversion feature. As of December 31, 2013, full amount of the beneficial conversion feature has been recorded as interest expense.
As of the date of this report, the convertible right had not been exercised. On December 31, 2013 (the note’s maturity date),
the Company was not able to repay the note. As a result of the payment default, an additional default interest rate of 10% per
annum is added to the original 5% per annum interest rate starting December 31, 2013.





Note 24 — Related Party Transactions and
Balances



The Company entered into five non-interest bearing unsecured promissory
notes with one director of the Company which amounted to $420,000. The notes were to be repaid on the earlier of consummation
of the Business Combination or liquidation of the Company. At the closing of the Business Combination, the funds released from
the Trust Account were less than the aggregate of all payables. The director agreed to extend the repayment date of the $420,000
promissory note to a later time to be determined by mutual agreement between the Company and the director. See note 30 –
Events After the Reporting Date for update.



From time to time, the Company’s executives incurred expenses
on behalf of the Company for various office and travel expenses prior to the Business Combination.  No interest is charged
by the executives on any outstanding balance owed by the Company. For the years ended December 31, 2013and 2012, total expenses
paid by the executives on behalf of the Company totaled $246,105, and $122,092, respectively. Of these amounts, $223,397 and $137,291
has not been repaid to the Company’s pre-merger executives as of December 31, 2013 and 2012, respectively.



The Company has agreed to pay Kaiyuan Real Estate Development (“Kaiyuan”)
a total of $7,500 per month for office space, administrative services and secretarial support for a period commencing March 24,
2011 and ending on the earlier of consummation of a Business Combination or liquidation of the Company. Kaiyuan is an affiliate
of Mr. Yong Hui Li, the Company’s chairman prior to the Business Combination. The total expenses incurred under this agreement
for the years ended December 31, 2013 and 2012, were $64,833, and $70,495, respectively. Commencing on February 1, 2012 and ending
January 31, 2013, the Company rented additional office space, administrative services and secretarial support in Taipei. Fees
for the additional office space, administrative services and secretarial support were deducted from the $7,500 monthly fee paid
to Kaiyuan by the Company. The Company has a payable to Kaiyuan of $203,312 and $138,479 as at December 31, 2013 and 2012,
respectively.





Note 25 -- Trade and Other Payables



Details of the balance sheet item trade and other payables:



|                                          |  | 2013 |           |  | 2012 |  
|----------------------------------------- |  | ---- | --------- |  | ---- | -
|Accrued expenses                          |  | $    | 2,274,075 |  |      | $
|Interest payables                         |  |      | 15,915    |  |      |  
|Trade accounts payables                   |  |      | 3,041,939 |  |      |  
|Due to Lanati                             |  |      | 563,101   |  |      |  
|Other payables - social security payments |  |      | 140,757   |  |      |  
|Total trade and other payables            |  | $    | 6,035,787 |  |      | $



F-32









Book values approximate to fair value at December 31, 2013.



Lanati performs maintenance and other services for the Group’s
investment properties. The Group leases office and parking spaces to Lanati and pays certain expenses on Lanati’s behalf.
The amount due to Lanati represents the net amount due at December 31, 2013. Lanati was one of the sellers of the investment properties
and a current shareholder of the Group.





Note 26 -- Derivative Financial Instruments



The fair value of a derivative financial instrument is considered
current.



The fair value of the Group’s interest rate derivatives is
based on bank quotes.

|                                                        |  | 2013 |          
|------------------------------------------------------- |  | ---- | ---------
|Derivatives not designated as hedging instruments       |  |      |          
|Interest rate swaps                                     |  | $    | 1,141,314
|Total derivatives not designated as hedging instruments |  | $    | 1,141,314



Interest rate swaps



The Group entered into interest rate swap contracts by using floating-to-fixed
interest rate swaps. The interest rate swap contracts are linked to a part of a leasing contract. The notional value as at December
31, 2013 is equal to $8,326,042. The change in fair value since the Business Combination amounted to $50,649.





Note 27 – Share-Based Payment



On February 25, 2010, the Company’s board of directors authorized
and issued 20,000 of stock options, each option to purchase one ordinary share of the Company to directors and consultants of
the Company.  On November 15, 2010, the Company’s board of directors authorized to reserve an additional 200,000
stock options for issuance to directors and consultants of the Company from time to time, bringing the total authorized to an
aggregate of 220,000 stock options.



On December 3, 2010 and March 21, 2012, the Company’s board
of directors granted 35,000 and 5,000 stock options, respectively, each option to purchase one ordinary share of the Company to
officers or directors of the Company.   This brought the total stock options granted as of December 31, 2012 to 60,000.



With respect to the 60,000 shares of stock options granted as of
December 31, 2013, 9,500 shares of the options were granted to certain non-employee consultants for services to be provided over
a two year period that vest quarterly and 40,000 options to certain officers or directors over a two and a half year period that
vest quarterly. In addition, the Company granted certain consultants 10,500 options which vest upon such consultants meeting certain
performance requirements. On September 4, 2013, the board of directors approved the accelerated vesting of the stock options granted.
As a result, all stock options granted are fully vested and exercisable as at September 30, 2013. The 52,500 shares of stock options
were exercised as at December 31, 2013. The weighted average fair value of the stock options exercised amounted to $527,910.

F-33









The following table summarizes the non-employee stock option activity
for the years ended December 31, 2013 and 2012:



|                                 |  | Number of Shares |         |   | Weighted Average Exercise Price per Share |   |       | Weighted Average Remaining Contractual
    Term (in Years) |  |  | Aggregate Intrinsic Value | 
|-------------------------------- |  | ---------------- | ------- | - | ----------------------------------------- | - | ----- | ---------------------------------------------------------- |  |  | ------------------------- | 
|Outstanding at January 1, 2012   |  |                  | 55,000  |   |                                           | $ | 0.001 |                                                            |  |  | 5.46                      | 
|Granted                          |  |                  | 5,000   |   |                                           |   | 0.001 |                                                            |  |  | –                         | 
|Exercised                        |  |                  | –       |   |                                           |   | –     |                                                            |  |  | –                         | 
|Cancelled                        |  |                  | –       |   |                                           |   | –     |                                                            |  |  | –                         | 
|Outstanding at December 31, 2012 |  |                  | 60,000  |   |                                           |   | 0.001 |                                                            |  |  | 4.44                      | 
|Granted                          |  |                  | –       |   |                                           |   | –     |                                                            |  |  | –                         | 
|Exercised                        |  |                  | (52,500 | ) |                                           |   | 0.001 |                                                            |  |  | –                         | 
|Cancelled                        |  |                  | –       |   |                                           |   | –     |                                                            |  |  | –                         | 
|Outstanding at December 31, 2013 |  |                  | 7,500   |   |                                           | $ | 0.001 |                                                            |  |  | 3.44                      | 
|Exercisable at December 31, 2013 |  |                  | 7,500   |   |                                           | $ | 0.001 |                                                            |  |  | 3.44                      | 





The following table summarizes the unvested non-employee stock
option activity during the period from February 4, 2010 (inception) to December 31, 2013:



|                           |  | Number of Shares |        
|-------------------------- |  | ---------------- | -------
|Unvested January 1, 2012   |  |                  | 29,587 
|Granted                    |  |                  | 5,000  
|Vested                     |  |                  | (18,487
|Cancelled                  |  |                  | –      
|Unvested December 31, 2012 |  |                  | 16,100 
|Granted                    |  |                  | –      
|Vested                     |  |                  | (16,100
|Cancelled                  |  |                  | –      
|Unvested December 31, 2013 |  |                  | –      





The fair value assigned to the vested increments of these awards
was estimated at the grant date of the non-employee stock options using the Black-Scholes option-pricing model with the following
assumptions:



|                                                              | For
    the year ended
|------------------------------------------------------------- | ----------------------
|                                                              | December
    31, 2012 
|Stock Price                                                   | $9.50
    - $11.38    
|Risk-free
    interest rate                                   | 0.56%
    - 1.22%     
|Expected
    term (in years)                                  | 4.44                  
|Weighted
    average expected stock price volatility          | 62.23%                
|Expected
    dividend yield                                   | 0%                    
|Weighted
    average grant-date fair value of options granted | $  9.6727             



F-34









For the year ended December 31, 2012, management used the following
assumptions for the Black-Scholes inputs: On the option valuation date, the current stock price of the Company was used for determining
the fair value of the Company’s stock based on the closing price of common stock on the valuation date. An expected volatility
based on the average expected volatilities of a sampling of three companies with similar attributes to the Company, including:
industry, stage of life cycle, size and financial leverage. The expected dividend rate of 0% is based on management’s plan
of operations. The risk-free interest rate is based on the U.S. Treasury 5-year Treasury Bill on the date of measurement. The
Company expects that no options will be forfeited.



Share-based compensation expense from non-employee stock options
totaled $154,343 and $180,750 for the years ended December 31, 2013 and 2012, respectively.



The Company issued 30,000 shares to an external consultant for
press relation services in March 2013. The shares issued were valued at $300,000 using the stock’s average market price
when the services were rendered.





Note 28 – Contingencies and Commitments



The following summarizes the material litigation relating to our
Subsidiaries.



i. Auchan



On March 14, 2013, Auchan S.p.A. brought a lawsuit before the Court
of Milan against Ellegi and GSI in relation to a lease agreement entered into with Ellegi on July 15, 2010, and a contract for
the realization of certain works entered into with GSI on August 5, 2010, both relating to the property located in Buccinasco
(MI), Via della Resistenza 64/Via Lazio 95 (cause registration No: 20577/2013). Auchan S.p.A. asked for the compensation of the
damages suffered from the non-fulfillment by Ellegi and GSI of the obligations contained in such agreements, in the amount of
approximately $4.8 million. The Group disagreed with the allegations and intended to defend against this claim, although no assurance
can be made that they will be successful. The Group has accrued a provision of $180,837 for such risk. The first hearing was held
on October 10, 2013. The next hearing will be held on September 24, 2014.



ii. Pianimpianti



Dieci has a receivable of $278,611 vis-à-vis a tenant named
“Pianimpianti”. The lease agreement was entered into by Ellegi on April 1, 2009, and was subsequently assigned to
Dieci. Pianimpianti, now a former tenant, has transferred its offices abroad and the injunction order could not be served. Accordingly,
it is likely that Dieci will win the case, but unlikely that it will be able to collect its credit. Dieci Real Estate also filed
a request to declare the bankruptcy of Pianimpianti but the request was rejected. As of date of this report, there are no updates.



iii. Lorenzon Engineering & Technology S.r.l.



The case derives from a contract entered into by Magfin and IGS
on April 26, 2012, by virtue of which IGS undertook to realize certain renovation works on the property located in Buccinasco
(MI), Via Lucania 2. IGS subcontracted the works to Lorenzon Engineering & Technology S.r.l. (“Lorenzon”) and
Magfin guaranteed the obligations of IGS vis-à-vis Lorenzon. IGS contested the correct execution of certain works performed
by Lorenzon and did not pay some of the amounts due. Lorenzon, in turn, requested the payment to Magfin, which refused, in light
of the defects of the works. Lorenzon, however, obtained from the Court of Milan an injunction order vis-à-vis Magfin for
the payment of an amount of $269,852. Magfin has challenged the order before the Court of Milan, however there can be no assurance
that it will be successful. The first hearing was held on October 1, 2013. On November 27, 2013, Lorenzon obtained an injunction
order against Magfin for the payment of $297,221. On December 9, 2013, Magfin filed an appeal to the order. On April 8, 2014,
the judge upheld the ruling against Magfin for the payment of $297,221 plus $3,921 of legal fees. The amount was accrued in the
2013 consolidated financial statements.

F-35









Note 29 – Capital Management



The primary objective of the Group’s capital management is
to ensure that it remains within its quantitative banking covenants and maintain a strong credit rating. No changes were made
in the objectives, policies or processes during the year ended December 31, 2013. Prior to the Business Combination on September
30, 2013, the Company was operated as a blank check company (see note 1—Organization and plan of business operations) at
the development stage.



Following the Business Combination, the Group monitors capital
primarily using a loan-to-value ratio, which is calculated as the amount of outstanding debt divided by the valuation of the investment
property portfolio. The Group’s policy is to keep its average loan-to-value ratio lower than 80%.



Banking covenants vary according to each loan agreement, but typically
require that the loan-to-value ratio does not exceed 80% to 85%.



During the period, the Group did not breach any of its loan covenants,
nor did it default on any other of its obligations under its loan agreements.



|                                                    |  | 2013 |           
|--------------------------------------------------- |  | ---- | ----------
|                                                    |  |      |           
|Carrying amount of loans and borrowings             |  | $    | 50,932,013
|                                                    |  |      |           
|External valuation of completed investment property |  | $    | 72,877,131
|                                                    |  |      |           
|Loan to value ratio                                 |  |      | 70%       





Note 30 – Events After the Reporting Date



The Securities Purchase Agreement (“SPA”) the Company
signed with Radiomarelli SA at a price of $9.10 per share for gross proceeds of $130 million was not completed by December 31,
2013, and therefore deemed terminated according to the terms on the SPA. The Purchase Agreement (“PA”) the Company
and BHN entered into with Radiomarelli SA and Futurum Energy SA for an aggregate of 37.2 million ordinary shares was not completed
by December 31, 2013. According the terms on the PA, either party can elect to terminate the agreement. On January 9, 2014, notwithstanding
repeated assurances from Radiomarelli SA and Futurum Energy SA (together the "Sellers”) to the Company that the Sellers
would promptly complete the terms of the previously announced Securities Purchase Agreement and Green Certificates Purchase Agreement,
the Sellers have not provided the Company with a closing date to the previously disclosed transactions. Consequently, the Company
is exploring the possibility of bringing appropriate legal action. The Sellers still have not provided the Company with a closing
date to the previously disclosed transactions.



Separately on January 9, 2014, the Company approved a 24 month
extension of the maturity date of the outstanding warrants and the reduction of the exercise price from $7.50 per share to $5
per share. As a result of the 24 months extension, the expiration date is amended to March 30, 2018.



On March 25, 2014, the Company entered into a series of Termination
Agreements (each a “Termination Agreement” and collectively, the “Termination Agreements”) with BHN LLC
(“BHN”) and certain persons named therein. The Termination Agreements terminate those certain Voting Agreements, each
dated September 27, 2013, entered into in connection with the closing of the Company’s initial acquisition transaction on
such date (the “Voting Agreements”). The Voting Agreements provided that, for the one year period following the closing
of the acquisition transaction, the Company’s board of directors would consist of seven persons. In addition to terminating
the Voting Agreements, the Termination Agreements provided that each party would pay its own costs in connection with the Termination
Agreements.

F-36









Following the Termination Agreements, there is a management change
by way of majority shareholder consent on May 5, 2014, to remove some members of the Board of Directors, and to appoint new Board
members. Immediately following the new appointment of Board of Directors, the Board of Directors appointed a new interim CEO and
interim CFO on May 8, 2014.



On July 1, 2014, all the non-interest bearing unsecured promissory
notes amounted to $420,000 described in note 24 -- Related Party Transactions and $230,000 of reimbursable expenses owed to this
director, and additional cash injection of $30,000 to the Company on June 26, 2014 by the director were converted to an interest
bearing unsecured convertible promissory notes of $680,000 with an interest rate of 10% per annum, compounding annually. The notes
mature on the earlier of (i) the date on which the Company liquidates and winds-up its affairs, or (ii) June 30, 2015. The convertible
feature grants the payee the option to convert the principal sum and any unpaid interest for the lower of (1) $2.29 per share,
or (2) the price per share of the Company’s next round of financing. In addition to the conversion of this aforementioned
promissory note, the Company entered into four additional interest bearing unsecured convertible promissory notes which amounted
to $160,000 with the same interest rate and convertible feature as the previously converted notes.



On May 10, 2014, the Company’s board of directors granted
62,000 stock options to an officer and a non-employee consultant.









F-37