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



FORM 20-F



|☐ | 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 1934
        For the fiscal year ended December
        31, 2016
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------



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: 408-621-8345Fax 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 Shares
Units
Warrants

(Title of Class)



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



On December 31, 2016, the issuer
had 2,040,451 ordinary shares issued, of which 1,954,651 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, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.



|☐  Large Accelerated filer | ☐  Accelerated filer | ☒  Non-accelerated filer | ☐  Emerging growth company
|-------------------------- | -------------------- | ------------------------ | --------------------------



If an emerging growth company that
prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. ☐



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  
☒






















TABLE OF CONTENTS



|PART I   |                                                            | 5                                                       
|-------- | ---------------------------------------------------------- | --------------------------------------------------------
|ITEM 1.  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS      | 5                                                       
|ITEM 2.  | OFFER STATISTICS AND EXPECTED TIMETABLE                    | 5                                                       
|ITEM 3.  | KEY INFORMATION                                            | 5                                                       
|         | 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                                 | 14                                                      
|         | 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                 | 25                                                      
|         | 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                                      | 29                                                      
|         | A.                                                         | Consolidated Statements and Other Financial Information.
|         | B.                                                         | Significant Changes.                                    
|ITEM 9.  | THE OFFER AND LISTING                                      | 29                                                      
|         | 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                                     | 30                                                      
|         | 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                                  
|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 38                                                      
|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES     | 39                                                      











1






|PART II   |                                                                              |                                                                         | 40
|--------- | ---------------------------------------------------------------------------- | ----------------------------------------------------------------------- | --
|ITEM 13.  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              | 40                                                                     
|ITEM 14.  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 40                                                                     
|ITEM 15.  | CONTROLS AND PROCEDURES                                                      | 40                                                                     
|          | A.                                                                           | Disclosure Controls and Procedures                                      | 40
|          | B.                                                                           | Management’s Annual Report on Internal Control Over Financial Reporting | 41
|ITEM 16.  | [RESERVED]                                                                   | 41                                                                     
|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT.                                            | 41                                                                     
|ITEM 16B. | CODE OF ETHICS.                                                              | 41                                                                     
|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES.                                      | 41                                                                     
|ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.                  | 42                                                                     
|ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.      | 42                                                                     
|ITEM 16F. | CHANGES IN THE REGISTRANT’S CERTIFYING ACCOUNTANT.                           | 42                                                                     
|ITEM 16G. | CORPORATE GOVERNANCE                                                         | 42                                                                     
|ITEM 16H. | MINE SAFETY DISCLOSURE                                                       | 42                                                                     
|          |                                                                              |                                                                         |   
|PART III  |                                                                              |                                                                         | 42
|ITEM 17.  | FINANCIAL STATEMENTS                                                         | 42                                                                     
|ITEM 18.  | FINANCIAL STATEMENTS                                                         | 42                                                                     
|ITEM 19.  | EXHIBITS                                                                     | 43                                                                     

















2






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” refers 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.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------























3






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;                                                                                                                             
|· | 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.                                                                    



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.















4






PART I



|ITEM1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|------ | -----------------------------------------------------



Not Required.



|ITEM2. | 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, 2016, 2015 and 2014
and for the years ended December 31, 2016, 2015, and 2014, which are included elsewhere in this report. The consolidated financial
statements for December 2016, 2015 and 2014 have been prepared and presented in accordance with IFRS and its related interpretations.
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, 2016, 2015 and 2014 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. Our selected consolidated financial data as of December 31, 2013 and 2012 and for the years ended December 31, 2013
and 2012 have been derived from our previously filed audited consolidated financial statements for those years.



|Balance Sheet Data                                                                                                                                                                                                                                                                                                                                             |  | As of December 31, 2016 |            |   | As of December 31, 2015 |   |            | As of December 31, 2014 |  |   | As of December 31, 2013 |  |  | As of
December 31,
 2012 |           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ---------- | - | ----------------------- | - | ---------- | ----------------------- |  | - | ----------------------- |  |  | ------------------------ | ----------
|Total assets                                                                                                                                                                                                                                                                                                                                                   |  | $                       | 36,819,528 |   |                         | $ | 38,553,356 |                         |  | $ | 49,130,528              |  |  | $                        | 78,545,589
|Total liabilities                                                                                                                                                                                                                                                                                                                                              |  |                         | 41,583,313 |   |                         |   | 43,564,172 |                         |  |   | 47,353,887              |  |  |                          | 75,951,411
|Value of ordinary shares which may be redeemed for cash ($10.02 per share)                                                                                                                                                                                                                                                                                     |  |                         | –          |   |                         |   | –          |                         |  |   | –                       |  |  |                          | –         
|Shareholders' (deficit)/equity                                                                                                                                                                                                                                                                                                                                 |  |                         | (4,763,785 | ) |                         |   | (5,010,816 | )                       |  |   | 1,776,641               |  |  |                          | 2,594,178 
|Ordinary shares, $0.001 par value (Authorized 50,000,000 shares; 2,040,451, 2,040,451, 2,428,532, and 3,179,721 and 4,894,983 shares issued; 1,954,651 1,954,651, 2,428,532 and 3,179,721 and 4,894,983 shares outstanding at December 31, 2016, 2015, 2014, 2013 and 2012, respectively; with 85,800 shares as treasury shares at December 31, 2016 and 2015) |  |                         | 2,040      |   |                         |   | 2,040      |                         |  |   | 2,429                   |  |  |                          | 3,180     



|Selected statement of operation data:                 |  | Year ended December 31, 2016 |           |   | Year ended December 31, 2015 |   |            | Year ended December 31, 2014 |  |   | Year ended December 31, 2013 |  |  | Year ended December 31, 2012 |            
|----------------------------------------------------- |  | ---------------------------- | --------- | - | ---------------------------- | - | ---------- | ---------------------------- |  | - | ---------------------------- |  |  | ---------------------------- | -----------
|Revenues                                              |  | $                            | 3,122,765 |   |                              | $ | 3,036,198  |                              |  | $ | 4,000,935                    |  |  | $                            | 990,994    
|Operating expenses                                    |  |                              | 2,397,834 |   |                              |   | 3,257,307  |                              |  |   | 2,725,610                    |  |  |                              | 11,294,809 
|Operating profit/(loss)                               |  |                              | 724,931   |   |                              |   | (221,109   | )                            |  |   | 1,275,325                    |  |  |                              | (10,303,815
|Profit/(loss) for the year from continuing operations |  |                              | (565,144  | ) |                              |   | (7,256,549 | )                            |  |   | 4,231,604                    |  |  |                              | (16,150,935
|Net profit/(loss) for the year                        |  |                              | (565,144  | ) |                              |   | (7,561,686 | )                            |  |   | 3,419,319                    |  |  |                              | (15,885,478
|                                                      |  |                              |           |   |                              |   |            |                              |  |   |                              |  |  |                              |            
|From continuing and discontinued operations           |  |                              |           |   |                              |   |            |                              |  |   |                              |  |  |                              |            
|Basic earnings/(loss) per share                       |  |                              | (0.29     | ) |                              |   | (3.29      | )                            |  |   | 1.11                         |  |  |                              | (5.23      
|Diluted earnings/(loss) per share                     |  |                              | (0.29     | ) |                              |   | (3.29      | )                            |  |   | 1.04                         |  |  |                              | (5.23      
|                                                      |  |                              |           |   |                              |   |            |                              |  |   |                              |  |  |                              |            
|From continuing operations                            |  |                              |           |   |                              |   |            |                              |  |   |                              |  |  |                              |            
|Basic earnings/(loss) per share                       |  |                              | (0.29     | ) |                              |   | (3.16      | )                            |  |   | 1.37                         |  |  |                              | (5.32      
|Diluted earnings/(loss) per share                     |  |                              | (0.29     | ) |                              |   | (3.16      | )                            |  |   | 1.28                         |  |  |                              | (5.32      











5






| | 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 our company, which could
harm our results of operations.



Substantial doubt
about our being able to continue as a going concern



The Group’s consolidated
financial statements have been prepared assuming the Group will continue as a going concern. The Group has incurred recurring operating
losses, negative cash flows from operations, and has a working capital deficiency as of December 31, 2016. These factors raise
substantial doubt about the Group’s ability to continue as a going concern. Our auditors have included an explanatory paragraph in their auditors’ report about our ability
to continue as a going concern.



While our real estate
portfolio of ten 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 liquidated to generate cash. Although real estate transactions in the greater
Milan area have improved during 2016, compared to 2015 and 2014, they have been relatively few when compared to pre-financial crisis
levels, and an actual transaction may take longer than viable for the company’s current needs.



There are material
weaknesses in our internal controls.



Our internal controls
over financial reporting were not effective due to material weaknesses in our internal controls over financial reporting as of
December 31, 2016, and such weaknesses have not been remediated as of the filing date of this annual report on Form 20-F. Material
weaknesses in our internal controls include the lack of periodic interim review of the financial statements by management, lack
of segregation of duties, untimely reconciliations, improper checks and balances, lack of an audit committee, and the fact that
the Company’s review procedures in connection with financial reporting are limited. Our current management further identified
other weaknesses in entity level controls, including, but not limited to, control environment, risk assessment processes, information
sharing, and monitoring processes. Such weaknesses resulted in the Company’s restatement of its 2013 financial statements.
During 2015 and continuing through 2016, our current management designed and implemented certain processes and procedures to address
the material weaknesses identified. Management intends to further 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.



Current economic
conditions and the global tightening of credit may adversely impact 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.











6






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.



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 successfully 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 our 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.











7






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 $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.               



Because our ordinary
shares may be 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.



Our qualification
as a passive foreign investment company, or “PFIC,” 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 annual report on Form 20-F captioned “Taxation – United States
Federal Income Taxation — General”) 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. Based on the composition and estimated values of our assets
and the nature of our income for our 2016 taxable year, we believe that we are were a PFIC for such taxable year. Our actual PFIC
status for our current (2017) taxable year or any subsequent year will not be determinable until after the end of such taxable
year. We urge U.S. Holders 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 annual report on Form 20-F
captioned “Taxation – United States Federal Income Taxation — 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 large tenant (namely, 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.













8






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 of
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. 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.



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.



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;
| | · | 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;                                                                 









9






| | · | 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 and finance lease
payments, real estate taxes and maintenance costs generally do not decline when the related rents decline.



Real estate is
a competitive business.



Our business operates
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.



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 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. 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.











10






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
all risk property and rental value insurance with limits of €10.80 million (approximately $11.40 million) for four of our
subsidiaries’ properties, including coverage for terrorist acts, with sub-limits for certain perils such as floods. The property
and rental value insurance for the remaining six investment properties are included in the finance lease applicable to such property.
The limits of such insurance were determined by each finance lease creditor with payments of such policies included in the finance
lease scheduled payments. Directors’ & Officers’ liability insurance was maintained until December, 31, 2016 with
a limit of $1 million and has not been renewed subsequent to December 31, 2016.



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.



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.













11






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



All 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.



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.



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 using the discounted cash flow method conducted 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 with IAS 40, Investment Property. Depending on the result of the evaluation, we may record a gain/loss that would
favorably/adversely affect our financial results due to the valuation change on these investment properties. This gain/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.











12






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 our debts. 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.



The United Kingdom
leaving the European Union could have a negative impact on the economy in Italy, and result in reduced rents.



The government of the
United Kingdom held an in-or-out referendum on its membership in the European Union on June 23, 2016. The referendum resulted in
a vote in favor of the exit of the United Kingdom from the European Union (“Brexit”). The uncertainty caused by Brexit
could negatively impact all of the economies of the European Union. The Brexit process also may lead to greater volatility in the
global markets generally. Disruptions in the Italian economy caused by Brexit could reduce economic activity and rents, which would
reduce our revenues.



Risks Related to Our Warrants



Our outstanding warrants may adversely
affect the market price of our ordinary shares.



We have outstanding warrants to purchase
6,733,292 ordinary shares and options to purchase 481,250 ordinary shares. The sale, or even the possibility of sale, of the shares
underlying the warrants and options could have an adverse effect on the market price for our securities or on our ability to obtain
future financing. If and to the extent these warrants and options are exercised, you may experience dilution to your holdings.



An effective registration statement
may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise his,
her or its warrants for cash.



Holders of our warrants will be able to
exercise the warrants for cash only if we have an effective registration statement covering the ordinary shares issuable upon exercise
of the warrants and a current prospectus relating to such ordinary shares and, even in the case of a cashless exercise which is
permitted in certain circumstances, such ordinary shares are qualified for sale or exempt from qualification under the applicable
securities laws of the states in which the various holders of warrants reside. Under the terms of the warrant agreement, we have
agreed to use our best efforts to meet these conditions and to maintain a current prospectus relating to the ordinary shares issuable
upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so,
and if we do not maintain a current prospectus related to the ordinary shares issuable upon exercise of the warrants, holders will
only be able to exercise their warrants on a cashless basis.



An investor will only be able to exercise
a warrant if the issuance of ordinary shares upon such exercise has been registered or qualified or is deemed exempt under the
securities laws of the state of residence of the holder of the warrants.



No public warrants will be exercisable and
we will not be obligated to issue ordinary shares unless the ordinary shares issuable upon such exercise has been registered or
qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Because the
exemptions from qualification in certain states for resales of warrants and for issuances of ordinary shares by the issuer upon
exercise of a warrant may be different, a warrant may be held by a holder in a state where an exemption is not available for issuance
of ordinary shares upon exercise of the warrant and the holder will be precluded from exercising of the warrant. As a result, the
warrants may be deprived of any value, the market for the warrants may be limited and the holders of warrants may not be able to
exercise their warrants if the ordinary shares issuable upon such exercise is not qualified or exempt from qualification in the
jurisdictions in which the holders of the warrants reside.



We may amend the terms of the warrants
that may be adverse to holders with the approval by the holders of a majority of the then outstanding public warrants.



Our warrants were issued
in registered form under a warrant agreement between American Stock Transfer & Trust Company as warrant agent and us. The warrant
agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct
any defective provision, but requires the approval by the holders of a majority of the then outstanding public warrants, in order
to make any change that adversely affects the interests of the holders of public warrants. Accordingly, we may amend the terms
of the warrants in an adverse way to a warrantholder if a majority of the public holders approve of such amendment.











13






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



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



Prime Acquisition Corp.
is an exempt 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 (“IPO”) of 3,600,000 of our units was consummated. Each unit issued in the IPO consisted
of one ordinary share, par value $0.001 per share, and one warrant. Each warrant entitles the holder to purchase one ordinary share
at a price of $7.50. On January 4, 2014, we reduced the exercise price of the warrants from $7.50 to $5.00 and extended the expiration
date from March 30, 2016 to March 30, 2018. 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, we announced
that the underwriters of our 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. The warrants issued prior to and in connection with the IPO are exercisable provided that there is an effective
registration statement or post-effective amendment covering the ordinary shares issuable upon exercise of the warrants. A registration
statement relating to the resale of these shares was declared effective by the SEC on September 29, 2016. In addition, we can only
call for redemption of such warrants 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 after the completion of business. As of the date of this report,
the sales price requirement has not been met.



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 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.



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 of which are Italian limited
liability companies (Delfin, SIM, Dieci, Ellegi, GSI and Magfin, collectively the “Bell Group”; Bell Group, Seba and
Nova, collectively the “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.



On December 18, 2014,
Prime entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Prime Luxembourg S.a.r.l., the Company’s
wholly owned subsidiary (“LuxCo”), Seba, at the time LuxCo’s wholly owned subsidiary, Francesco Rotondi and Luca
Failla. Pursuant to the Purchase Agreement, on December 18, 2014, Messrs. Rotondi and Failla acquired all of the outstanding equity
interests in Seba in exchange for the return of 497,308 of our shares. Seba’s sole asset consists of four floors of Corso
Europa 22, an office building in central Milan.



In connection with
the Purchase Agreement, we, LuxCo, Nova, and Mr. Rotondi entered into an option agreement (the “Option Agreement”)
pursuant to which Mr. Rotondi would have the right to purchase all of the equity interests in Nova owned by LuxCo in the event
that (i) the mortgage payments that Mr. Rotondi has personally guaranteed are not made, or (ii) a certain power of attorney that
would facilitate the transfer of Nova’s equity interests to Mr. Rotondi is not renewed. The Option Agreement will terminate
on the repayment of the mortgages or the termination of Mr. Rotondi’s personal guaranties. The consideration for the exercise
of the option would be the return of 50,000 shares of our ordinary shares. Nova’s sole asset consists of two floors of Corso
Europa 22, an office building in central Milan.











14






On June 26, 2015, we
entered into a Stock Purchase Agreement (the “SIM Purchase Agreement”) with Prime Luxembourg S.a.r.l., the Company’s
wholly-owned subsidiary (“LuxCo”), GSI S.r.l, LuxCo’s wholly-owned subsidiary (“GSI”), SIM S.r.l.,
at the time owned by LuxCo and GSI (“SIM”), Bell Real Estate S.r.l. (“Bell”), Cesare Lanati and Stefano
Lanati (Bell, Cesare Lanati and Stefano Lanati are collectively referred to as the “SIM Buyers”). On July 7, 2015,
the SIM Buyers acquired all of the outstanding equity interests in SIM in exchange for the return of 220,000 of our shares (the
“SIM Consideration Shares”). 134,200 shares (61%) were returned to the Company for immediate cancellation, 85,800 shares
(39%) were returned to GSI and remained as treasury shares. SIM’s sole asset consists of the property located at Via Newton
9, Milan, Italy. In addition, in connection with the transactions contemplated by the SIM Purchase Agreement, we extinguished certain
trade liabilities associated with its portfolio of properties and the SIM Buyers.



During 2015, we established
a new wholly-owned subsidiary in Italy, Imperatrice S.r.l. (“Imperatrice”), through LuxCo. Imperatrice was established
for potential future acquisitions of real estate investment properties in Italy. As of December 31, 2016, there were no acquisitions
of real estate investment properties consummated by Imperatrice.



The
Company continues to seek additional capital and liquidity sources through investment bankers and potential investors.



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



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



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 Portugal.



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. However, no assurance can be given at this time that
these plans can be carried out successfully and that the risks associated with investing in real estate assets in the region can
be properly mitigated.



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



From time to time in
the normal course of conducting business the Group is subject to legal disputes of varying nature such as but not limited to expenses
on building maintenance, moving expenses and others. Management believes that any liability that may ultimately result from the
resolution of these matters will not have a material adverse effect on the financial condition or results of our operations.













15






The following summarizes
litigation that is outside of the normal course of the Group’s business.



Morgan Joseph and BHN LLC



In July 2014, Morgan
Joseph filed a complaint against Prime and BHN LLC (“BHN”) for breach of contract, seeking at least approximately $1.3
million plus damages from Prime. On October 20, 2014, Prime moved to dismiss the complaint on the basis there were no contracts
between Morgan Joseph and Prime. On November 14, 2014, BHN moved to add additional cross-claims, among other things.



On March 19, 2015,
the court dismissed Morgan Joseph's complaint against Prime as well as BHN LLC's cross-claim for indemnification from the Company
but gave Morgan Joseph until May 1, 2015 to file an amended complaint.



On April 8, 2015, BHN
brought an amended complaint against Prime for breach of contract, seeking approximately $9 million in damages. BHN did not serve
Prime or Prime’s legal counsel with this complaint. Separately, on April 27, 2015, Morgan Joseph filed an amended complaint
against Prime and BHN, asserting claims of breach of contract and seeking approximately $2.5 million plus damages.



We filed an answer
to Morgan Joseph’s amended complaint on June 1, 2015. Management estimated the probability of damages in these cases is low
due to (1) there being no formal contracts between us and Morgan Joseph, and (2) the court dismissing earlier complaints and there
being no new evidence brought forward in the amended complaints. Due to these factors, Management deemed no potential loss from
this complaint and hence no provision has been accrued in relation to this case. However, there is no assurance the court will
dismiss this amended complaint.



In addition, on June
26, 2015, we filed a cross-claim against BHN LLC and certain individuals connected with BHN LLC for damages and certain costs incurred
by us. The amount of damages and costs are to be determined at trial. In January, 2017, BHN motioned to dismiss the Company’s
claims against it and the Company has filed its defense in response. As of the date of this report, there is no significant development
on this case and the Management has not yet determined the potential damages and costs.



Andrea Crespi-Belskij



On
July 19, 2016, Andrea Crespi-Belskij, formerly a consultant to the Company, filed a claim with the civil court of Milan against
Prime Acquisition and two Italian subsidiaries, Magfin Srl and Ellegi Srl, claiming, among other things, wrongful dismissal and
incorrect classification of employment, and seeking various financial compensations for the claims as well as petitioning for a
seizure of the Italian subsidiaries. In the August 2, 2016 hearing on the seizure, the presiding judge summarily dismissed the
petition. Andrea Crespi-Belskij did not file an appeal of the judgement within 10 days after the judgement. The hearing on wrongful
dismissal, which the claimant previously filed a similar claim against the Company and its subsidiaries in June 2016 which was
dismissed by the court, began on September 29, 2016 and in a conclusive hearing held on March 9, 2017, the judge dismissed all
claims against the Company and awarded €3,000 (which translates to approximately $3,165) to the Company under the Abuse of
Law provision.  Andrea Crespi-Belskij has 30 days to file an appeal after receiving the written confirmation of the judgement,
which both parties have yet to receive from the presiding judge.



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



LuxCo is a Luxembourg
company and the only wholly owned subsidiary of Prime. LuxCo holds all of the equity interest in each of the Italian limited liability
companies (collectively the “Subsidiaries”) Nova S.r.l. (“Nova”), Delfin S.r.l. (“Delfin”),
Dieci Real Estate S.r.l. (“Dieci”), Ellegi S.r.l. (“Ellegi”), G.S.I. S.r.l. (“GSI”), Magfin
S.r.l. (“Magfin”), Imperatrice S.r.l. (“Imperatrice”).



| | 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. We do not currently pay any rent for this space, which is owned by Kaiyuan Real Estate Development, an affiliate of Mr.
Yong Hui Li, our former Chairman.













16






Description of
Investment 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              |  | Various Italian firms           |  | 10                             |  |                                          | 560    |  |                                                      | $
|2  |  | Milanofiori, Building A5  |  | Office              |  | Various int’l and Italian firms |  | 10                             |  |                                          | 865    |  |                                                      | $
|3  |  | Milanofiori, Building Q7  |  | Office              |  | Various int’l and Italian firms |  | 10                             |  |                                          | 586    |  |                                                      | $
|4  |  | Milanofiori, Building N   |  | Office              |  | Various int’l and Italian firms |  | 10                             |  |                                          | 1,750  |  |                                                      | $
|5  |  | Viale Lucania, Buccinasco |  | Office & Industrial |  | Microelettrica Scientifica      |  | 18                             |  |                                          | 16,230 |  |                                                      | $
|6  |  | Via Buozzi 22, Buccinasco |  | Office              |  | Various int’l and Italian firms |  | 10                             |  |                                          | 545    |  |                                                      | $
|7  |  | Via Lazio 95, Buccinasco  |  | Office & Warehouse  |  | Various Italian firms           |  | 10                             |  |                                          | 4,320  |  |                                                      | $
|8  |  | Via Emilia, Buccinasco    |  | Commercial          |  | Italian commercial co.          |  | 10                             |  |                                          | 200    |  |                                                      | $
|9  |  | Via Mulino, Buccinasco    |  | Commercial          |  | Merkur                          |  | 8                              |  |                                          | 360    |  |                                                      | $
|10 |  | Milanofiori, Building Q5  |  | Office              |  | Various Italian firms           |  | 10                             |  |                                          | 400    |  |                                                      | $
|   |  | Total:                    |  |                     |  |                                 |  |                                |  |                                          | 25,816 |  |                                                      | $



| | 1. | Property 1 is part of 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 560 square meters (“sqm”) includes two 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 WWII, and was completely renovated in 2012.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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 865 sqm are rented to Italian and international firms.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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 586 sqm are rented to Italian and international firms.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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 1,750 sqm are rented to Italian and international firms.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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 16,230 sqm industrial plant, of which 10,230 sqm warehouse, and 6,000 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 multi-national Knorr-Bremse group, a leading global producer of braking systems for trucks and trains.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | Property 6 is an office 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 545 sqm are rented to international and Italian firms.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | Property 7 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 4,320 sqm is rented to Italian companies.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                  
| | 8. | Property 8 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.                   











17








| | 9. | Property 9 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 360 sqm are rented to a gaming company.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10. | Property 10 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 400 sqm are rented to Italian firms.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



|   |  | Property                      |  | Current occupancy |      |  | Rent per square meter ($) | 
|-- |  | ----------------------------- |  | ----------------- | ---- |  | ------------------------- | 
|1  |  | Corso Europa 22, Milan (1)    |  |                   | 79%  |  |                           | 
|2  |  | Milanofiori, Building A5 (2)  |  |                   | 77%  |  |                           | 
|3  |  | Milanofiori, Building Q7      |  |                   | 100% |  |                           | 
|4  |  | Milanofiori, Building N       |  |                   | 100% |  |                           | 
|5  |  | Viale Lucania, Buccinasco     |  |                   | 100% |  |                           | 
|6  |  | Via Buozzi 22, Buccinasco (3) |  |                   | 79%  |  |                           | 
|7  |  | Via Lazio, Buccinasco (4)     |  |                   | 98%  |  |                           | 
|8  |  | Via Emilia, Buccinasco        |  |                   | 100% |  |                           | 
|9  |  | Via Mulino, Buccinasco        |  |                   | 100% |  |                           | 
|10 |  | Milanofiori, Building Q5      |  |                   | 100% |  |                           | 



|(1) | The occupancy rate of the property located in Corso Europa, Milan, is at 79% due to the termination of certain leases in 2015. The managers of the property have successfully leased some of the spaces to new tenants in 2015 and are continuing to seek new tenants for the remaining vacant spaces.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                       
|(2) | The occupancy rate of the property building A5 located in Milanofiori, is at 77% due to the termination of certain leases in March, 2017. The managers of the property are seeking new tenants for the vacant spaces.                                                                                 
|    |                                                                                                                                                                                                                                                                                                       
|(3) | The occupancy rate of the property located at Via Buozzi 22, Buccinasco, is at 79% due to the recent termination of certain leases in 2015. The managers of the property are continuing to seek new tenants for the vacant spaces.                                                                    
|    |                                                                                                                                                                                                                                                                                                       
|(4) | The occupancy rate of the property located at Via Lazio, Buccinasco, is at 98% due to the termination of certain leases in 2017. The managers of the property are seeking new tenants for the vacant spaces.                                                                                          
|    |                                                                                                                                                                                                                                                                                                       



|ITEM4A. | UNRESOLVED STAFF COMMENTS
|------- | -------------------------



None.



|ITEM5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|------ | --------------------------------------------



Prime Acquisition Corp.,
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.



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) (as defined in the section of this registration statement captioned “Business”),
for a total consideration of $18,843,714, as represented by the issuance of 1,719,317 of 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.



On December 18, 2014,
Prime exchanged Seba with Francesco Rotondi and Luca Failla whereby Rotondi and Failla returned 497,308 of the Company’s
shares (“Seba Unwinding”) for 100% of the ownership of Seba. Seba’s sole asset consisted of four floors of Corso
Europa 22, an office building in central Milan.



On July 7, 2015, Prime
exchanged SIM with its former owners Bell Real Estate S.r.l. (“Bell”), Cesare Lanati and Stefano Lanati whereby Bell
returned 220,000 of the Company’s shares for 100% of the ownership of SIM. SIM’s sole asset consisted of the investment
property on Via Newton, 9, an office building in Assago.











18






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



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



Results of Operations



This section discusses our 2016, 2015 and
2014 financial results prepared under IFRS.



Years Ended December 31, 2016, 2015 and 2014



The information below
is from the audited financial statements for the years ended December 31, 2016, 2015 and 2014.



|                                                                                             |  | 2016 |            |   | 2015 |   |            | 2014 | 
|-------------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- | 
|                                                                                             |  |      |            |   |      |   |            |      | 
|Continuing operations                                                                        |  |      |            |   |      |   |            |      | 
|Rental income                                                                                |  | $    | 2,636,846  |   |      | $ | 2,829,417  |      | 
|Other revenues                                                                               |  |      | 485,919    |   |      |   | 206,781    |      | 
|Total Revenues                                                                               |  |      | 3,122,765  |   |      |   | 3,036,198  |      | 
|                                                                                             |  |      |            |   |      |   |            |      | 
|Depreciation and bad debt provision                                                          |  |      | (3,804     | ) |      |   | (13,458    | )    | 
|Other expenses                                                                               |  |      | (2,394,030 | ) |      |   | (3,243,849 | )    | 
|Total operating expenses                                                                     |  |      | (2,397,834 | ) |      |   | (3,257,307 | )    | 
|Operating profit/(loss)                                                                      |  |      | 724,931    |   |      |   | (221,109   | )    | 
|                                                                                             |  |      |            |   |      |   |            |      | 
|Finance income                                                                               |  |      | 19,617     |   |      |   | 34,890     |      | 
|Finance costs                                                                                |  |      | (3,969,242 | ) |      |   | (4,172,915 | )    | 
|Gain/(loss) on revaluation of derivatives related to convertible promissory notes            |  |      | 3,085,253  |   |      |   | (539,716   | )    | 
|Loss on disposal of property & equipment                                                     |  |      | –          |   |      |   | (133,782   | )    | 
|Loss on sale of subsidiary                                                                   |  |      | –          |   |      |   | (32,340    | )    | 
|Reversal of contingent consideration in connection with business combination from prior year |  |      | –          |   |      |   | –          |      | 
|Realized loss on sale of real estate investment                                              |  |      | –          |   |      |   | (240,206   | )    | 
|Less: previously recognized unrealized loss on real estate investment                        |  |      | –          |   |      |   | 40,478     |      | 
|Net fair value (loss)/gain on revaluation of investment property                             |  |      | (591,245   | ) |      |   | (2,321,283 | )    | 
|(Loss)/profit before tax                                                                     |  |      | (730,686   | ) |      |   | (7,585,983 | )    | 
|                                                                                             |  |      |            |   |      |   |            |      | 
|Tax benefit/(expense), current                                                               |  |      | 29,405     |   |      |   | 41,769     |      | 
|Deferred tax benefit/(expense)                                                               |  |      | 136,137    |   |      |   | 287,665    |      | 
|(Loss)/profit from continuing operations                                                     |  | $    | (565,144   | ) |      | $ | (7,256,549 | )    | 
|                                                                                             |  |      |            |   |      |   |            |      | 
|Loss from discontinued operations                                                            |  |      |            |   |      |   |            |      | 
|Net loss from discontinued operations                                                        |  |      | –          |   |      |   | (305,137   | )    | 
|Net (loss)/profit                                                                            |  | $    | (565,144   | ) |      | $ | (7,561,686 | )    | 
|                                                                                             |  |      |            |   |      |   |            |      | 
|Other comprehensive income/(loss), net of income tax                                         |  |      |            |   |      |   |            |      | 
|Foreign currency translation reserve                                                         |  |      | (139,370   | ) |      |   | (449,358   | )    | 
|Total comprehensive (loss)/income                                                            |  | $    | (704,514   | ) |      | $ | (8,011,044 | )    | 



Year Ended December
31, 2016 Compared to Year Ended December 31, 2015



Revenues: Revenues
increased by 3% to $3,122,765 for the year ended December 31, 2016, from $3,036,198 for the year ended December 31, 2015. The increase
was largely attributable to a legal settlement with an unrelated third party, pursuant to which we received €200,000 (which
translates to approximately $221,440).











19






Expenses:



For the year ended
December 31, 2016, depreciation expense on tangible assets amounted to $3,804 and no bad debt provision was recorded on the Group’s
trade receivables.



In comparison, for
the year ended December 31, 2015, bad debt provision on certain aged trade receivables accounted for a majority of the depreciation
and bad debt provision ($9,814 out of a total of $13,458), followed by depreciation of tangible assets of $3,644. The decrease
in the bad debt provision from 2015 to 2016 is due to the implementation of the Group’s proactive collection policy during
2016.



Approximately 26.13%,
or approximately $0.63 million, of Other Expenses (which totaled approximately $2.39 million) in 2016 were comprised of professional
and legal expenses, compared to 26.45%, or about $0.86 million, in 2015. The decrease in professional and legal expenses in 2016
is primarily due to the successful resolution of most of the Group’s legal disputes during 2015. Daily operating costs such
as administrative, rent, staff, maintenance, insurance and travel costs account for approximately 56.93% (or approximately $1.36
million) of Other Expenses in 2016, compared to $2.09 million, or approximately 64.37%, of Other Expenses in 2015. The decrease
in operating costs during 2016 was largely attributable to lower accrued compensation costs for the Group’s executive officers’
and directors’ during 2016. We incurred $370,040 of stock option expense in 2016, compared to $260,819 in 2015.



Balance Sheet



In connection with
the acquisition of the Subsidiaries, we had approximately $35.94 million and $37.42 million of non-current assets at December 31,
2016 and 2015, respectively. Investment properties, whose fair values are calculated using a discounted cash flow method prepared
by an independent qualified professional valuation expert, were valued at $35,786,053 at December 31, 2016, compared to $37,407,083
at December 31, 2015. The decrease in value is primarily due to (1) a decrease of 2.83% in the 2016 year-end Euro currency exchange
rate, compared to the US Dollar from the prior year, and (2) a decrease in one investment property value due to the reduction in
rent (step-down) each year as agreed upon with the tenant at the inception of the lease.



Current trade and other
receivables at December 31, 2016 and 2015 were $756,940 and $842,897, respectively, net of the allowance for bad debt. The decrease
in current trade and other receivables is a result of the Group’s proactive and steady collection policy implemented during
2016. Non-current trade and other receivables at December 31, 2016 and 2015 was $143,137 and $0, respectively, which consists of
taxes receivable.



There was $55,393 and
$134,574 of cash at December 31, 2016 and 2015, respectively.



At December 31, 2016,
the Company had total current and non-current borrowings amounting to approximately $25.32 million. Non-current loans and borrowings
from various institutions amounted to $21.11 million and current loans and borrowings amounted to approximately $4.21 million.
At December 31, 2015, the Company had total current and non-current borrowings amounting to approximately $26.81 million. Non-current
loans and borrowings from various institutions amounted to $21.72 million and current loans and borrowings amounted to approximately
$5.09 million. Loans and borrowings consist of bank loans, revolving lines of credit, finance 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
and personally guaranteed by the former owners of the properties. Non-current other loans consist of one loan from the current
tenant of the property located on Via Lucania in Buccinasco. Current other loans consist of an interest bearing convertible promissory
note with the underwriter from our initial public offering.



In 2017, new Italian
legislation amended the IRES rates from 27.5% to 24%, to be used for income tax calculations for accounting periods ended during
the year 2016. At December 31, 2016, there was approximately $2.56 million in deferred tax liabilities, which was calculated using
a tax rate of 24%, if the temporary difference is subject only to IRES (an Italian corporate income tax) rules, or 27.90% if the
temporary difference is subject both to IRES and IRAP (an Italian regional production tax) rules. In comparison, there was approximately
$2.76 million in deferred taxes liabilities at December 31, 2015, which was calculated using a tax rate of 27.5%, if the temporary
difference is subject only to IRES rules, or 31.4% if the temporary difference is subject both to IRES and IRAP rules.



At December 31, 2016,
the $5,914,549 of trade and other payables consisted largely of $2.79 million of accrued expenses incurred by Prime with its service
providers, and trade account payables of $2.30 million incurred by the Subsidiaries. In 2015, the $5,372,684 of trade and other
payables consisted largely of $2.86 million of accrued expenses incurred by Prime with its service providers, and trade accounts
payables of $1.83 million incurred by the Subsidiaries.



At December 31, 2016
and 2015, the Group’s provisions were $40,208 and $170,342, respectively, which consists of post-employment benefits, tax
liabilities and other provisions. The significant decrease was due to the reduction of other provisions in 2016 as a result of
the settlement and payment of a legal dispute during 2016. The other provisions were estimated based on management’s evaluation
of the amount at risk and legal considerations.











20






Year Ended December
31, 2015 Compared to Year Ended December 31, 2014



Revenues: Revenues
decreased by 24% to $3,036,198 for the year ended December 31, 2015, from $4,000,935 for the year ended December 31, 2014. The
decrease was largely attributable to (1) the decrease of approximately 16.55% in the Euro to US dollar average exchange from 2014
to 2015 and (2) the vacancy of one of our properties for approximately six months during 2015.



Expenses:



For the year ended
December 31, 2015, bad debt provision on certain aged trade receivables accounted for majority of depreciation and bad debt provision
($9,814 out of a total of $13,458), followed by depreciation of tangible assets of $3,644.



In comparison, for
the year ended December 31, 2014, depreciation of tangible assets accounted for the majority of the depreciation and bad debt provision
($75,245 out of a total of $107,400), followed by bad debt provisions on certain aged trade receivables of $32,155. The decrease
in bad debt provision from 2014 to 2015 is due to management’s effort to (1) collect certain aged trade receivables and (2)
improvements in our cash collection strategy on trade receivables.



Approximately 26.45%,
or about $0.86 million, of Other Expenses (which totaled approximately $2.60 million) in 2015 were professional and legal expenses,
compared to 52.77%, or about $1.38 million, in 2014. The decrease in professional and legal expenses in 2015 is primarily related
to the management change in 2014, as our current management team took over by majority shareholder consent on May 5, 2014. Day-to-day
operating costs, such as administrative, rent, staff, maintenance, insurance and travel costs account for about 64.37% (or about
$2.09 million) of Other Expenses in 2015, compared to $1.29 million, or about 49.37% of the Other Expenses in 2014. The increase
in day-to-day operating costs in 2015 was largely attributed to the accrual of executive officers’ and directors’ compensation
in 2015. We incurred $260,819 of stock option expense in 2015, compared to $5,044 in 2014.



Balance Sheet



In connection with
the acquisition of the Subsidiaries, we had approximately $37.42 million and $47.79 million of non-current assets, at December
31, 2015 and 2014, respectively. Investment properties, calculated using discounted cash flow method by an independent qualified
professional valuation expert, were valued at $37,407,083 in 2015, compared to $47,629,537 in 2014. The significant decrease in
value is due to (1) the sale of SIM to its former owner and (2) a decrease of 10.26% in the 2015 year-end Euro currency exchange
rate, compared to the US Dollar from the prior year.



Trade and other receivables
at the end of 2015 and 2014 was $842,879 and $1,005,261, respectively, net of the allowance for bad debts. The decrease was primarily
due to various agreements between Prime and Lanati to offset certain receivables (due from Lanati) and payables (due to Lanati)
and the sale of SIM. Lanati was one of the sellers of the investment properties and a current shareholder of the Group.



There was $134,574
and $165,091 of cash at December 31, 2015 and 2014, respectively.



At December 31, 2015,
the Company had total current and non-current borrowings amounting to approximately $26.81 million. Non-current loans and borrowings
from various institutions amounted to $21.72 million and current loans and borrowings amounted to approximately $5.09 million.
At December 31, 2014, the Company had total current and non-current borrowings amounting to approximately $32.27 million. Non-current
loans and borrowings from various financial institutions amounted to $9.12 million and current loans and borrowings amounted to
approximately $23.15 million. Loans and borrowings consist of bank loans, revolving lines of credit, finance 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 and personally guaranteed by the former owners of the properties. Non-current other loans consist of one
loan from the current tenant of the property located on Via Lucania in Buccinasco. Current other loans consist of an interest bearing
convertible promissory note with the underwriter from our initial public offering.



The significant decrease
in total current and non-current loans and borrowings is primarily due to sale of SIM and the decrease in the 2015 year-end Euro
currency exchange rate as compared to the US dollar from the prior year.



At December 31, 2015,
there was approximately $2.76 million in deferred tax liabilities, which is calculated 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. In comparison, there was approximately $3.74 million in deferred taxes
liabilities in 2014, which is calculated using a tax rate of 27.5%, if the temporary difference is subject only to IRES rules,
or 31.4% if the temporary difference is subject both to IRES and IRAP rules. The decrease in deferred tax liabilities from 2014
to 2015 is primarily due to sale of SIM and the general decrease in fair value of the remaining investment properties.











21






At December 31, 2015,
the $5,372,684 of trade and other payables consisted largely of $2.86 million of accrued expenses incurred by Prime with its service
providers, and trade account payables of $1.83 million incurred by the Subsidiaries. In 2014, the $5,311,130 of trade and other
payables consisted largely of $2.74 million of accrued expenses incurred by Prime with its service providers, and trade accounts
payables of $2.18 million incurred by the Subsidiaries. The decrease of trade accounts payables incurred by the Subsidiaries is
primarily due to the sale of SIM.



At December 31, 2015
and 2014, the $170,342 and $179,885, respectively, in provisions post-employment benefits, tax liabilities, and other provisions
were largely attributed to a legal dispute in one of the Subsidiaries. The provision was estimated based on management’s
evaluation of the amount at risk and legal considerations.



Liquidity and Capital
Resources



The Company had $55,393,
$134,574 and $165,091 in cash at December 31, 2016, 2015 and 2014, respectively.



The Company did not
generate sufficient cash flow in 2016 from its operations to fund all interest and day-to-day expenses and therefore was not cash
flow positive and required capital infusions to fund current operations. Principal sources of cash may consist of a) the issuance
of treasury shares in exchange for cash, b) exercise of warrants, c) disposition of real estate assets, d) the 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 6 million warrants outstanding; exercisable at $5.00 per common share. The warrants are exercisable if there is an effective
registration statement or post-effective amendment covering the ordinary shares issuable upon exercise of the redeemable warrants.
In addition, the Company can only call for the redemption of such warrants if the last sale price of its ordinary shares on the
stock exchange equals or exceeds $15.00 per share for any 20 trading days within a 30 trading day period after the completion of
the Business Combination. As of December 31, 2016, the warrants were not callable because the conditions for redemption were not
satisfied. It is unlikely we will call the warrants in the near future.



On December 18, 2014,
Prime sold Seba to Francesco Rotondi and Luca Failla in exchange for the return of 497,308 of the Company’s shares. Seba’s
sole asset consists of four floors of Corsa Europa 22, an office building in central Milan. As a result of this sale, the Company’s
investment properties value was reduced by approximately 26%. However, Seba produced a net loss of $301,454 for 2014.



On July 7, 2015, the
Company further sold SIM to Bell Real Estate S.r.l. (“Bell”), Cesare Lanati and Stefano Lanati (former owners of SIM)
in exchange for the return of 220,000 of the Company’s shares. SIM’s sole asset consists of the property located at
Via Newton 9, Milan, Italy.



The accompanying consolidated
financial statements have been prepared assuming the Group will continue as a going concern. The Group has incurred recurring operating
losses, negative cash flows from operations, and has a working capital deficiency as of December 31, 2016. These factors raise
substantial doubt about the Group’s ability to continue as a going concern.



While our real estate
portfolio of ten 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. Although real estate transactions in the greater Milan area have improved
during 2016, compared to 2015 and 2014, they have been relatively few when compared to pre-financial crisis levels, and an actual
transaction may take longer than viable for the Company’s current needs.



The Company is seeking
lenders who will finance the Company and has been financing current operations using loans from Diana Liu, one of its directors.
These unsecured convertible loans carry an interest rate of 10% per annum, compounding annually. The loans mature on the earlier
of (i) the date on which the Company liquidates and winds-up its affairs, or (ii) one year from the date of the loans. The convertible
feature grants the payee the option to convert the principal sum and any unpaid interest for the lower of (1) pre-set conversion
price per share, or (2) the price per share of the Company’s next round of financing. During 2016, some of these loans reached
maturity. The Company rolled-over these matured loans with an additional 10% to the principal for one year, with the same interest
rate and terms as the original loans. As of April 28, 2017, a total of $4,202,250 in such loans have been issued to Ms. Liu since
the inception of Prime. There is no assurance the Company will be successful in finding lenders to finance the Company at market
rates or that such practice of funding the Company’s operations by Ms. Liu will continue.



The
Company continues to seek additional capital and liquidity sources through investment bankers and potential investors.Management
is currently indiscussions with several funding sources for a combination of debt and equity financing.
However, there can be no assurance the Group will be able to obtain funding from these sources.











22






Off-Balance Sheet
Arrangements



We do not have any
off-balance sheet arrangements.



Contractual Obligations



Our
contractual obligations consist mainly of bank loans, revolving lines of credit and finance leases, and are expected to be repaid
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, 2016; all bank loans contracts provide
for floating rates.



|2016                        |  | Floating rate |           |  | Total |  
|--------------------------- |  | ------------- | --------- |  | ----- | -
|Expiry within 1 year        |  | $             | 1,683,705 |  |       | $
|Expiry within 1 and 3 years |  |               | 594,522   |  |       |  
|Expiry within 3 and 5 years |  |               | 843,956   |  |       |  
|Expiry in more than 5 years |  |               | 2,741,050 |  |       |  
|Total                       |  | $             | 5,863,233 |  |       | $



As at December 31, 2016, the effective interest
rate varies from EURIBOR+1.125% to EURIBOR+2.554%.



During 2014, one of
the Subsidiaries missed certain scheduled repayments on a bank loan totaling $193,011 in principal and $22,680 in interest. Except
for these missed scheduled repayments, the Group has been current on all scheduled repayments since the beginning of 2014. According
to the applicable mortgage agreement, missing scheduled payments can cause the bank to request immediate repayment of the residual
debt, totaling approximately $1,515,720 as of December 31, 2014. Management initiated negotiations with the bank to postpone repayment
for 12 months in 2014. Separately, during 2014, one of our other Subsidiaries missed certain scheduled finance lease payments to
the leasing department of the same bank. As of the date of this report, the bank official, on the Group’s behalf, is in negotiation
with their leasing department on the issuance of a final moratorium. As the negotiation is in the final stages, management believes
the risk of the bank demanding immediate repayment of the full residual debt is very low. However, there can be no assurance the
bank will not decide to refuse granting the postponement to the Group and request for immediate repayment of the residual debt.
As a result of this possibility, we have classified the residual debt as current loans and borrowings as of December 31, 2014,
2015 and 2016.



Revolving lines
of credit



The Group has committed
borrowing facilities available at December 31, 2016 as follows:



|2016                           |  | Floating rate |         |  | Fixed rate |   |         | Total | 
|------------------------------ |  | ------------- | ------- |  | ---------- | - | ------- | ----- | 
|                               |  |               |         |  |            |   |         |       | 
|Expiry within 1 year (current) |  | $             | 356,309 |  |            | $ | 355,366 |       | 
|Total                          |  | $             | 356,309 |  |            | $ | 355,366 |       | 



The facilities expiring
within 1 year are annual facilities subject to renewal at various dates. As at December 31, 2016, the effective interest rate varies
from 4.86% to 15.50%.



The revolving lines
of credit are unsecured, but personally guaranteed by the former owners of the properties. The total revolving lines of credit
approved by the bank as of December 31, 2016 were $110,796. At December 31, 2016, the total balance of the revolving lines of credit
were $107,059. At December 31, 2015, the Company had five lines of credit approved by the bank with an aggregate limit of $575,527.
During 2016, two of the lines of credit were revoked and one of the lines of credit expired without a renewal contract (all from
the same lender). The balance on these three lines of credit (all from the same lender), totaling $604,616, remained outstanding
at December 31, 2016. As of the date of this report, the Company has initiated a legal dispute as the plaintiff with the lender
to obtain the forfeiture of these outstanding balances. The Company and the lender are pursuing active negotiations on the position
of these outstanding balances and during the negotiation, the outstanding balances are considered in default. However, there can
be no assurance the Company can obtain the forfeiture of these outstanding balances.











23






Finance leases



Future lease payments are due as follows:



|2016                                                |  | Minimum lease payments |            |  | Interest |   |           | Present value | 
|--------------------------------------------------- |  | ---------------------- | ---------- |  | -------- | - | --------- | ------------- | 
|                                                    |  |                        |            |  |          |   |           |               | 
|Not more than one year                              |  | $                      | 1,920,619  |  |          | $ | 998,984   |               | 
|Later than one year and not later than three years  |  |                        | 3,565,549  |  |          |   | 1,735,909 |               | 
|Later than three year and not later than five years |  |                        | 3,173,709  |  |          |   | 1,420,754 |               | 
|Later than five years                               |  |                        | 16,073,358 |  |          |   | 3,600,982 |               | 
|Total                                               |  | $                      | 24,733,235 |  |          | $ | 7,756,629 |               | 



As at December 31, 2016, the effective interest
rate varies from EURIBOR + 1.4% to EURIBOR+2.762%.



During 2014, four of
the Subsidiaries missed certain scheduled payments to four finance lease creditors totaling approximately $244,234 in principal
and $241,328 in interest as of December 31, 2014. Except for these missed scheduled payments, the Group has been current with all
other scheduled payments since the beginning of 2014. Pursuant to the leasing agreements, the finance lease creditors have the
right to declare the borrower in default in case of missing scheduled payments via official written notice and demand full payment
of outstanding principal balance at the time of such default declaration. Management initiated negotiation with all the affected
finance lease creditors for modification repayment plans on these missed payments in 2014. In the second quarter of 2015, the Group
remitted all missed payments to one of the finance lease creditors and thus corrected the default.



During 2015, two of
the three affected finance lease creditors granted the Group modification repayment plans. As of December 31, 2015, Management
was still undergoing negotiations with the remaining affected finance lease creditor and could not provide assurance that this
finance lease creditor would not decide to refuse granting the requested modification repayment plans to the Group. As a result,
we classified this one residual finance lease as current loans and borrowings as of December 31, 2015. During 2016, the Group successfully
obtained the approval from this finance lease creditor of a modification repayment plan. As a result, Management has not classified
the full portion of this finance lease as current loans and borrowing as of December 31, 2016.



In addition, during
2016, one of the Subsidiaries missed certain scheduled payments to a finance lease creditor, but has since obtained the approval
from this finance lease creditor of a modification repayment plan. As a result, Management has not classified the full portion
of this affected finance lease as current loans and borrowing as of December 31, 2016.



Other loans



Non-current other loans
consist of one loan from the current tenant of the property located on Via Lucania in Buccinasco. The loan proceeds were used for
the modification of the property to the tenant’s specifications. The repayment of this loan will start in 2021 for a period
of three years, and will offset the rent to be collected from the tenant. The effective interest rate is fixed at EURIBOR+1.90%.



Current 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, the 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. As of April 28, 2017, $446,556 of interest expense has been recorded in connection with this note. George Kaufman, one of
our directors, is an employee of Chardan Capital Markets.











24






|ITEM6. | 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 |  | 56  |  | Interim Chief Executive Officer and Director
|Amy Lau              |  | 43  |  | Interim Chief Financial Officer             
|Diana Chia-Huei Liu  |  | 53  |  | Chairman, Director                          
|George Kaufman       |  | 41  |  | 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. 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 Board-level 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 Lau has 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.



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.









25






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



Director and Executive Compensation



Director Compensation



The Board of Directors
did not receive compensation or stock option grants for their services in 2016.



Executive Compensation



Overview of our
Executive Compensation



On April 15, 2016,
the Company granted William Yu, our Interim Chief Executive Officer, 100,000 stock options at an exercise price of $2.94 per share
services rendered in 2015. 60% of the stock options vested immediately, with the remaining portion vesting over 14 months following
the grant date. The fair value of the options granted using the Black-Scholes option-pricing model was $88,400. As of December
31, 2016, Mr. Yu earned $50,000 of compensation for services rendered during 2016, none of which was paid and which the Company
recorded as due to related parties at December 31, 2016.



Amy Lau, our Interim
Chief Financial Officer is paid a monthly fee of $2,000. In January, 2016, we granted Ms. Lau 10,000 stock options at an exercise
price of $0.01 per share, which vested immediately. The fair value of the options granted in January 2016, using the Black-Scholes
option-pricing model, was $35,407. In addition, on April 15, 2016, the Company granted 30,000 stock options at an exercise price
of $2.94 per share to Ms. Lau for services provided in 2015. The stock options vest monthly for 18 months from the grant date.
The fair value of the options granted in April 2016, using the Black-Scholes option-pricing model, was $26,520. The Company did
not accrue any compensation for Ms. Lau as of December 31, 2016.



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 options limit. Accordingly, such options
may dilute the equity interest of our shareholders. In September 2015 and April 2016, our board of directors approved the grant
of up to an additional 280,000 and 200,000 options, respectively, bringing the total number of options that may be granted to 700,000.
As of the date hereof, 568,000 options have been granted since inception and 132,000 options are currently outstanding and available
for grant.



Employment Agreements



We do not currently
have employment agreements with any of our officers.



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 has no committees.









26






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
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.



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



We currently have three
employees in two of our subsidiaries 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 28, 2017:



| | · | 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 SharesBeneficially Owned |           |     | Percentage ofOwnership (2) | 
|--------------------------------------------------------------- |  | ---------------------------------- | --------- | --- | -------------------------- | 
|Diana Chia-Huei Liu                                             |  | 2,500,210                          | (3)       |     | 65.47%                     | 
|William Tsu-Cheng Yu                                            |  |                                    | 2,500,210 | (3) |                            | 
|Amy Lau                                                         |  |                                    | 65,500    | (4) |                            | 
|George Kaufman                                                  |  |                                    | 117,083   | (5) |                            | 
|All directors and executive officers as a group (4 individuals) |  |                                    | 2,682,794 |     |                            | 
|Yong Hui Li                                                     |  |                                    | 853,391   | (6) |                            | 
|Bell Real Estate S.r.l.                                         |  |                                    | 582,499   |     |                            | 
|Puway Limited                                                   |  |                                    | 341,357   | (7) |                            | 
|Brudders Capital                                                |  |                                    | 225,000   | (8) |                            | 
|Chardan Capital Markets                                         |  |                                    | 240,000   | (9) |                            | 



| | (1) | Unless otherwise noted, the business address for each of our beneficial owners is No. 322, Zhongshan East Road; Shijiazhuang; Hebei Province; 050011, China.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Based on 1,954,651 ordinary shares outstanding as of April 28, 2017. Beneficial ownership includes voting or investment power with respect to the securities and takes into consideration options exercisable by a person on April 28, 2017.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (3) | Consists of (i) 220,275 ordinary shares held by Diana Liu, (ii) 225,000 ordinary shares held by Brudders Capital, of which Diana Liu is the sole owner and director, (iii) 127,266 ordinary shares held by William Yu, (iv) 63,632 ordinary shares held by Conrad Yu and Byron Yu, (v) 886,942 shares issuable upon exercise of warrants owned by Ms. Liu, (vi) 724,892 shares issuable upon exercise of warrants owned by Mr. Yu, and (vii) 63,632 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, (viii) 94,286 stock options exercisable by William Yu and 94,286 stock options exercisable by Diana Liu.
| | (4) | Consists of (i) 5,500 ordinary shares, and (ii) 60,000 shares issuable upon exercise of options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (5) | Consists of (i) 5,000 ordinary shares, and (ii) 117,083 shares issuable upon exercise of options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (6) | Consists of (i) 183,562 ordinary shares, and (ii) 669,829 shares issuable upon exercise of warrants owned by Mr. Li.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (7) | Puway Capital is controlled by Gary Chang.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (8) | Diana Liu is the sole officer and director of Brudders Capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (9) | Kerry Propper has voting and dispositive power over the securities owned by Chardan Capital Markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



As of April 28, 2017, 4.51% of our outstanding
ordinary shares are held by 27 record holders in the United States.











27






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



Concurrently with the
Company’s IPO in 2010, 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 were identical to those sold in the IPO, except for some differences
in redemption rights. The unit purchase option was 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 expired on March 24, 2016. George
Kaufman, our director, is an employee of Chardan Capital Markets. The unit purchase option expired unexercised on March 24, 2016.



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), are 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. A registration statement relating to the resale of these shares was declared effective by
the SEC on September 29, 2016.



The Company 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 December 31, 2016.



Diana Liu and William
Yu loaned us an aggregate of $3,720,000 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 with convertible features and are repayable on demand or at
maturity. During 2015 and 2016, certain such loans reached their maturity. Diana Liu and William Yu have renewed these matured
loans along with the accrued and unpaid interest to a future date. These new notes bear same 10% per annum interest rate with convertible
features. As of April 28, 2017, the Company owed Ms. Liu an aggregate of $4,909,714 including $707,464 of interest.



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. As of April 28, 2017, $466,556 of interest expense has been recorded in connection with this note. George Kaufman, one of
our directors, is an employee of Chardan Capital Markets.



Mr. Cesare Lanati (one
of the sellers of the subsidiaries and a current shareholder of the Group) performed 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 from Lanati represents the amount due at December 31, 2014 and 2013. The amount due to Lanati was $0 and $3,773,041
at December 31, 2014 and 2013 respectively (see note 24 — Trade and Other Payables). In October, 2014 and July, 2015,
the Group has reached various offsetting agreements with Lanati on offsetting of certain receivables (due from Lanati) and payables
(due to Lanati). The total amount offset in October, 2014 and July, 2015 were $1,926,217 and $1,544,265 respectively (see Consolidated
Financial Statements Note 17 — Trade and Other Receivables, and Note 24 — Trade and Other Payables).



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.











28






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



Not required.



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



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



See Item 18.



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



None.



|ITEM9. | THE OFFER AND LISTING
|------ | ---------------------



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



Prime’s ordinary
shares, warrants and units have been traded on the OTC 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                |  |       |       |  |                 |   |      |          | 
|2012                                 |  | $     | 10.33 |  |                 | $ | 9.57 |          | 
|2013                                 |  |       | 17.95 |  |                 |   | 1.03 |          | 
|2014                                 |  |       | 2.06  |  |                 |   | 1.03 |          | 
|2015                                 |  |       | 3.25  |  |                 |   | 1.40 |          | 
|2016                                 |  |       | 3.00  |  |                 |   | 2.01 |          | 
|2017 (through April 27, 2017)        |  |       | 2.01  |  |                 |   | 2.01 |          | 
|                                     |  |       |       |  |                 |   |      |          | 
|                                     |  |       |       |  |                 |   |      |          | 
|Fiscal Quarterly Highs and Lows 2015 |  |       |       |  |                 |   |      |          | 
|First Quarter                        |  |       | 1.90  |  |                 |   | 1.40 |          | 
|Second Quarter                       |  |       | 3.25  |  |                 |   | 1.75 |          | 
|Third Quarter                        |  |       | 3.00  |  |                 |   | 2.70 |          | 
|Fourth Quarter                       |  |       | 3.25  |  |                 |   | 2.70 |          | 
|                                     |  |       |       |  |                 |   |      |          | 
|Fiscal Quarterly Highs and Lows 2016 |  |       |       |  |                 |   |      |          | 
|First Quarter                        |  |       | 3.00  |  |                 |   | 2.01 |          | 
|Second Quarter                       |  |       | 2.01  |  |                 |   | 2.01 |          | 
|Third Quarter                        |  |       | 2.01  |  |                 |   | 2.01 |          | 
|Fourth Quarter                       |  |       | 2.01  |  |                 |   | 2.01 |          | 
|                                     |  |       |       |  |                 |   |      |          | 
|Fiscal Quarterly Highs and Lows 2017 |  |       |       |  |                 |   |      |          | 
|First Quarter                        |  |       | 3.00  |  |                 |   | 2.01 |          | 
|                                     |  |       |       |  |                 |   |      |          | 
|Monthly Highs and Lows               |  |       |       |  |                 |   |      |          | 
|November 2016                        |  |       | 2.01  |  |                 |   | 2.01 |          | 
|December 2016                        |  |       | 2.01  |  |                 |   | 2.01 |          | 
|January 2017                         |  |       | 2.01  |  |                 |   | 2.01 |          | 
|February 2017                        |  |       | 2.01  |  |                 |   | 2.01 |          | 
|March 2017                           |  |       | 2.01  |  |                 |   | 2.01 |          | 
|April 2017 (through April 27, 2017)  |  |       | 2.01  |  |                 |   | 2.01 |          | 











29






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



Not Required.



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



Prime’s ordinary
shares, warrants and units have been traded on the OTC 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.



|ITEM10. | ADDITIONAL INFORMATION
|------- | ----------------------



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



As of December 31,
2016, we had a total of 50,000,000 authorized ordinary shares at $0.001 par value, of which 2,040,451 ordinary shares were issued
and 1,954,651 shares were outstanding (with 85,800 shares as treasury shares).





We have issued warrants
to purchase 6,733,292 ordinary shares, options to purchase 568,000 ordinary shares as of December 31, 2016.



| | 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.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------









30






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, 2,040,451 ordinary shares are issued and 1,954,651 shares are outstanding (with 85,800 shares as treasury
shares). 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.



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
| | -- | ------------------



None.



| | 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 individually or 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.











31






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.



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











32






| | · | 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.



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.









33






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. 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 not include
the OTC market. Because our ordinary shares are currently listed and traded only on the OTC 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.



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.











34






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 applicable 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.



Based
on the composition and estimated values of our assets and the nature of our income for our 2015 taxable year, we believe that we
are a PFIC for such taxable year.



If
we are a PFIC, as we believe we were in 2015, 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).



Under these rules,



| | · | 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;                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | 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;
| | · | 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                                                                          
| | · | 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 a PFIC, as we believe we were in 2016, 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 generally 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 if we are treated as a PFIC for that taxable
year. 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.









35






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.



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 its own 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 generally 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 the U.S. Holder 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.



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, as long as such shares continue to be treated as marketable stock. 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 in a taxable year in which we are treated as a PFIC will be treated as ordinary income. Currently, a mark-to-market election
may not be made with respect to warrants. Special tax rules may also apply if a U.S. Holder makes a mark-to-market election for
a taxable year after the first taxable year in which the U.S. Holder holds (or is deemed to hold) its ordinary and for which we
are determined to be a PFIC.











36






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 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 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, as we believe we were for 2015, 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.



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.









37






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.



| | 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 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.



|ITEM11. | 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 a variable interest rate mortgage.
The current weighted average interest rate on such debts is 2.8%.



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 0.75% 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.









38






The current weighted
average interest rate on the variable interest rate mortgage is 2.8%. 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 1% increase in the rental income. If the interest rate increases in a significant lower rate than
the inflation rate, the effect on net profit would be favorable.



|                                                                                           |  | Current at 2.8% 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                                   |  | $                                                  | 2,313,835 |  |                                                            |   |           |                                                           |  |   |                                                           |  |  |                                                         |           |  |                                                         |   |           |                                                           | 
|                                                                                           |  |                                                    |           |  |                                                            |   |           |                                                           |  |   |                                                           |  |  |                                                         |           |  |                                                         |   |           |                                                           | 
|Adjusted annual rental income according to the inflation rate                              |  |                                                    |           |  |                                                            | $ | 2,336,974 |                                                           |  | $ | 2,336,974                                                 |  |  | $                                                       | 2,360,112 |  |                                                         | $ | 2,360,112 |                                                           | 
|                                                                                           |  |                                                    |           |  |                                                            |   |           |                                                           |  |   |                                                           |  |  |                                                         |           |  |                                                         |   |           |                                                           | 
|$ Increase in rental income                                                                |  |                                                    |           |  |                                                            | $ | 23,139    |                                                           |  | $ | 23,139                                                    |  |  | $                                                       | 46,277    |  |                                                         | $ | 46,277    |                                                           | 
|% increase in rental income with inflation rate
    adjustment                             |  |                                                    |           |  |                                                            |   | 1%        |                                                           |  |   | 1%                                                        |  |  |                                                         | 2%        |  |                                                         |   | 2%        |                                                           | 
|                                                                                           |  |                                                    |           |  |                                                            |   |           |                                                           |  |   |                                                           |  |  |                                                         |           |  |                                                         |   |           |                                                           | 
|Annual finance expense                                                                     |  |                                                    | 1,268,025 |  |                                                            |   | 706,059   |                                                           |  |   | 763,933                                                   |  |  |                                                         | 763,933   |  |                                                         |   | 879,680   |                                                           | 
|                                                                                           |  |                                                    |           |  |                                                            |   |           |                                                           |  |   |                                                           |  |  |                                                         |           |  |                                                         |   |           |                                                           | 
|Effect of interest expense on the gross profit
    before operating expenses               |  |                                                    |           |  |                                                            |   | 585,105   |                                                           |  |   | 527,231                                                   |  |  |                                                         | 550,369   |  |                                                         |   | 434,622   |                                                           | 
|% increase on effect of interest expense on the
    gross profit before operating expenses |  |                                                    |           |  |                                                            |   | 25%       |                                                           |  |   | 23%                                                       |  |  |                                                         | 24%       |  |                                                         |   | 19%       |                                                           | 



As of December
31, 2016, the Group has no Interest Rate Swap agreements.



Impact of Inflation



Each of 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 an increased level of cash inflow for covering the inflation affecting operating expenses
and the 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 the 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 income/(loss) and comprehensive
income/(loss) are translated at an appropriate weighted average rate for the period presented. The exchange differences are recorded
in our consolidated statements of income/(loss) and comprehensive income/(loss). The amounts in the statements of financial position
are translated at the historical exchange rate as of the date of the 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 moderate fluctuation over
the past 10 years. These fluctuations are moderate in nature and not considered a currency of a hyperinflationary economy.



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



The description of
securities other than equity securities 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.







39






PART II



|ITEM13. | 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, the 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. As of April 28, 2017, $466,556 of interest expense has been recorded in connection with this note.



During 2014, one of
the Subsidiaries missed certain scheduled repayments on a bank loan totaling $193,011 in principal and $22,680 in interest. Except
for these missed scheduled repayments, the Group has been current on all scheduled repayments since the beginning of 2014. According
to the applicable mortgage agreement, missing scheduled payments can cause the bank to request immediate repayment of the residual
debt totaling approximately $1,515,720 as of December 31, 2014. Management initiated negotiations with the bank to postpone repayment
for 12 months in 2014. Separately during 2014, one of our other Subsidiaries missed certain scheduled finance lease payments to
the leasing department of the same bank. As of the date of this report, the bank official, on the Group’s behalf, is in negotiation
with their leasing department on the issuance of a final moratorium. As the negotiation is in the final stage, management believes
the risk of the bank demanding immediate repayment of the full residual debt is very low. However, there can be no assurance the
bank will not decide to refuse granting the postponement to the Group and request for immediate repayment of the residual debt.
As a result of this possibility, we have classified such residual debts as current loans and borrowings as of December 31, 2016,
2015 and 2014.



During 2014, four of
the Subsidiaries missed certain scheduled payment to four finance lease creditors, totaling approximately $244,234 in principal
and $241,328 in interest as at December 31, 2014. Except for these missed scheduled payments, the Group has been current with all
the scheduled payments since the beginning of 2014. Pursuant to the leasing agreement, the finance lease creditors have the right
to declare the borrower in default in case of missing scheduled payments via official written notice and demand full payment of
outstanding principal balance at the time of such default declaration. Management initiated negotiations with all the affected
finance lease creditors for modification repayment plans on these missed payments in 2014. The Group remitted full missed payments
to one of the finance lease creditors in the second quarter of 2015 and thus corrected the default. As of December 31, 2015, Management
was still undergoing negotiations with the remaining affected finance lease creditor and could not provide assurance that this
finance lease creditor would not decide to refuse granting the requested modification repayment plans to the Group. As a result,
we classified this one residual finance lease as current loans and borrowings as of December 31, 2015. During 2016, the Group successfully
obtained the approval from this finance lease creditor of a modification repayment plan. As a result, Management has not classified
the full portion of this finance lease as current loans and borrowing as of December 31, 2016.



In addition, during
2016, one of the Subsidiaries missed certain scheduled payment to a finance lease creditor, but has since obtained the approval
from this finance lease creditor of a modification repayment plan. As a result, Management has not classified the full portion
of this affected finance lease as current loans and borrowing as of December 31, 2016.



|ITEM14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|------- | ----------------------------------------------------------------------------



Not applicable.



|ITEM15. | CONTROLS AND PROCEDURES
|------- | -----------------------



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



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.









40






An evaluation of the
effectiveness of our disclosure controls and procedures as of December 31, 2016 was made under the supervision and with the participation
of our management, including our Interim Chief Executive Officer and Interim Chief Financial Officer. Based on that evaluation,
our Interim 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.



| | 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 current management, including our Interim 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 2013. 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 as of December 31, 2016, and such weaknesses continue to apply to date. Material weaknesses
in our internal controls include the lack of segregation of duties, improper checks and balances, lack of an audit committee, and
the fact that the Company’s review procedures in connection with financial reporting are limited. Our management further
identified other weaknesses in entity level controls, including, but not limited to, control environment, risk assessment processes,
information sharing, and monitoring processes. Such weaknesses resulted in the Company’s restatement of its 2013 financial
statements. During 2015 and continuing through 2016, our current management has been designing and implementing certain processes
and procedures to address the material weaknesses identified. The current management intends to implement further material 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.



|ITEM16. | [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.



|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 Marcum LLP (“Marcum”), our independent registered public accounting firm for the years ended December 31, 2016
and 2015.



|                      |  | 2016 |         |  | 2015 |  
|--------------------- |  | ---- | ------- |  | ---- | -
|                      |  |      |         |  |      |  
|Audit fees(1)         |  | $    | 120,000 |  |      | $
|Audit related fees(2) |  |      | 55,407  |  |      |  
|Tax fees              |  |      | –       |  |      |  
|Total fees            |  |      | 175,407 |  |      | $



| | (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 time incurred other than the audit of our consolidated financial statements, such as fees for the review of the 2015 and 2014 20-F filings by prior auditors and review of the 2016 Form F-1 filing by current and prior auditors.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











41






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.
|--------- | ----------------------------------------------



None.



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



Not applicable.



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



Not applicable.





PART III



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



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



|ITEM18. | FINANCIAL STATEMENTS
|------- | --------------------



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













42






|ITEM 19. | EXHIBITS
|-------- | --------



|ExhibitNo. | 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)                                                                                                                               
|4.18       | Form of Registration Rights Agreement among the Registrant and the Founders (1)                                                                                
|4.20       | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Carolyne Yu (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)                                                        
|4.25       | Stock Option Agreement, dated as of February 25, 2010, between the Registrant and Lance Wei (1)                                                                
|4.27       | Stock Option Agreement, dated as of December 3, 2010, between the Registrant and Dane Chauvel (1)                                                              
|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)                                            
|4.63       | Promissory Note, dated as of September 30, 2013, issued to Chardan Capital Markets (8)                                                                         
|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*                                                                          
|4.71       | Option Agreement, dated as of December 18, 2014, between the Registrant and LuxCo, Nova, Francesco Rotondi (10)                                                
|4.72       | Stock Option
    Agreement, dated as of September 11, 2014, between the Registrant and Michela Del Molino (12)                                                 
|4.73       | Stock Option
    Agreement, dated as of September 11, 2014, between the Registrant and Monica Sironi (12)                                                      
|4.74       | Stock Option
    Agreement, dated as of September 11, 2014, between the Registrant and Rosaria Racco (12)                                                      
|4.105      | Stock Option Agreement, dated as of May 10,
    2015, between the Registrant and Amy Lau (12)                                                                  
|4.107      | Stock Option Agreement, dated as of September
    1, 2015, between the Registrant and George Kaufman (12)                                                      
|4.108      | Stock Option Agreement, dated as of September
    1, 2015, between the Registrant and Michela Del Molino (12)                                                  
|4.109      | Stock Option Agreement, dated as of September
    1, 2015, between the Registrant and Mattia Nigro (12)                                                        
|4.110      | Stock Option Agreement, dated as of September
    1, 2015, between the Registrant and Rosaria Racco (12)                                                       
|4.116      | Promissory Note,
    dated as of February 1, 2016, issued to Diana Liu (11)                                                                                    
|4.117      | Promissory Note, dated as of February 15, 2016, issued to Diana Liu (11)                                                                                       
|4.118      | Promissory Note, dated as of March 1, 2016, issued to Diana Liu (11)                                                                                           
|4.119      | Promissory Note,
    dated as of March 1, 2016, issued to Diana Liu (11)                                                                                       
|4.120      | Promissory Note,
    dated as of March 14, 2016, issued to Diana Liu (11)                                                                                      
|4.121      | Promissory Note, dated as of April 1, 2016, issued to Diana Liu (11)                                                                                           
|4.122      | Promissory Note, dated as of April 6, 2016, issued to Diana Liu (11)                                                                                           
|4.123      | Promissory Note, dated as of April 18, 2016, issued to Diana Liu (11)                                                                                          
|4.124      | Promissory Note, dated as of April 26, 2016, issued to Diana Liu (11)                                                                                          
|4.125      | Stock Option Agreement, dated as of January 18, 2016 between the Registrant and Amy Lau (11)                                                                   
|4.126      | Stock Option Agreement, dated as of January 18, 2016 between the Registrant and Vito Elia (11)                                                                 
|4.127      | Promissory Note, dated as of March 31, 2016, issued to Diana Liu (11)                                                                                          
|4.129      | Promissory Note, dated as of May 1, 2016, issued to Diana Liu                                                                                                  
|4.130      | Promissory Note, dated as of May 10, 2016, issued to Diana Liu                                                                                                 
|4.131      | Promissory Note, dated as of May 23, 2016, issued to Diana Liu                                                                                                 
|4.132      | Promissory Note, dated as of May 27, 2016, issued to Diana Liu                                                                                                 
|4.133      | Promissory Note, dated as of June 1, 2016, issued to Diana Liu                                                                                                 
|4.134      | Promissory Note, dated as of June 8, 2016, issued to Diana Liu                                                                                                 
|4.135      | Promissory Note, dated as of June 10, 2016, issued to Diana Liu                                                                                                
|4.136      | Promissory Note, dated as of June 24, 2016, issued to Diana Liu                                                                                                
|4.137      | Promissory Note, dated as of July 11, 2016, issued to Diana Liu                                                                                                
|4.138      | Promissory Note, dated as of July 1, 2016, issued to Diana Liu                                                                                                 
|4.139      | Promissory Note, dated as of July 1, 2016, issued to Diana Liu                                                                                                 
|4.140      | Promissory Note, dated as of July 22, 2016, issued to Diana Liu                                                                                                









43






|ExhibitNo. | Description                                                                                  
|---------- | ---------------------------------------------------------------------------------------------
|4.141      | Promissory Note, dated as of August 1, 2016, issued to Diana Liu                             
|4.142      | Promissory Note, dated as of August 9, 2016, issued to Diana Liu                             
|4.143      | Promissory Note, dated as of August 14, 2016, issued to Diana Liu                            
|4.144      | Promissory Note, dated as of August 23, 2016, issued to Diana Liu                            
|4.145      | Promissory Note, dated as of August 25, 2016, issued to Diana Liu                            
|4.146      | Promissory Note, dated as of August 25, 2016, issued to Diana Liu                            
|4.147      | Promissory Note, dated as of September 9, 2016, issued to Diana Liu                          
|4.148      | Promissory Note, dated as of September 20, 2016, issued to Diana Liu                         
|4.149      | Promissory Note, dated as of October 1, 2016, issued to Diana Liu                            
|4.150      | Promissory Note, dated as of October 3, 2016, issued to Diana Liu                            
|4.151      | Promissory Note, dated as of October 8, 2016, issued to Diana Liu                            
|4.152      | Promissory Note, dated as of October 11, 2016, issued to Diana Liu                           
|4.153      | Promissory Note, dated as of October 25, 2016, issued to Diana Liu                           
|4.154      | Promissory Note, dated as of November 5, 2016, issued to Diana Liu                           
|4.155      | Promissory Note, dated as of November 7, 2016, issued to Diana Liu                           
|4.156      | Promissory Note, dated as of November 16, 2016, issued to Diana Liu                          
|4.157      | Promissory Note, dated as of November 17, 2016, issued to Diana Liu                          
|4.158      | Promissory Note, dated as of November 21, 2016, issued to Diana Liu                          
|4.159      | Promissory Note, dated as of December 1, 2016, issued to Diana Liu                           
|4.160      | Promissory Note, dated as of December 6, 2016, issued to Diana Liu                           
|4.161      | Promissory Note, dated as of December 8, 2016, issued to Diana Liu                           
|4.162      | Promissory Note, dated as of December 10, 2016, issued to Diana Liu                          
|4.163      | Promissory Note, dated as of December 14, 2016, issued to Diana Liu                          
|4.164      | Promissory Note, dated as of December 17, 2016, issued to Diana Liu                          
|4.165      | Promissory Note, dated as of January 3, 2017, issued to Diana Liu                            
|4.166      | Promissory Note, dated as of January 20, 2017, issued to Diana Liu                           
|4.167      | Promissory Note, dated as of February 1, 2017, issued to Diana Liu                           
|4.168      | Promissory Note, dated as of February 1, 2017, issued to Diana Liu                           
|4.169      | Promissory Note, dated as of February 13, 2017, issued to Diana Liu                          
|4.170      | Promissory Note, dated as of February 15, 2017, issued to Diana Liu                          
|4.171      | Promissory Note, dated as of February 15, 2017, issued to Diana Liu                          
|4.172      | Promissory Note, dated as of March 1, 2017, issued to Diana Liu                              
|4.173      | Promissory Note, dated as of March 1, 2017, issued to Diana Liu                              
|4.174      | Promissory Note, dated as of March 1, 2017, issued to Diana Liu                              
|4.175      | Promissory Note, dated as of March 9, 2017, issued to Diana Liu                              
|4.176      | Promissory Note, dated as of March 14, 2017, issued to Diana Liu                             
|4.177      | Promissory Note, dated as of March 31, 2017, issued to Diana Liu                             
|4.178      | Promissory Note, dated as of April 1, 2017, issued to Diana Liu                              
|4.179      | Promissory Note, dated as of April 3, 2017, issued to Diana Liu                              
|4.180      | Promissory Note, dated as of April 6, 2017, issued to Diana Liu                              
|4.181      | Stock Option Agreement, dated as of April 15, 2016 between the Registrant and Amy Lau        
|4.182      | Stock Option Agreement, dated as of April 15, 2016 between the Registrant and George Kaufman 
|4.183      | Stock Option Agreement, dated as of April 15, 2016 between the Registrant and Diana Liu      
|4.184      | Stock Option Agreement, dated as of April 15, 2016 between the Registrant and William Yu     
|4.185      | Stock Option Agreement, dated as of September 9, 2016 between the Registrant and Alison Sagar









44






|ExhibitNo. | Description                                                                                                                                                               
|---------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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)                                                                                                      



|(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-K of the registrant, filed on March 20, 2014.   
|---- | ----------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                             
|(10) | Incorporated by reference to the Report of Foreign Private Issuer on Form 6-K of the registrant, filed on December 23, 2014.
|     |                                                                                                                             
|(11) | Incorporated by reference to the
    Annual Report on Form 20-F of the registrant, filed on May 2, 2016.                    
|     |                                                                                                                             
|(12) | Incorporated by reference to the Annual Report on Form 20-F of the registrant, filed on
    January 15, 2016.               

















45






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: April 28, 2017 |                        
|                     | By:                    
|                     |                        
|                     |                        
|                     |                        

|Date: April 28, 2017 |     |                                             
|-------------------- | --- | --------------------------------------------
|                     | By: | /s/ Amy Lau                                 
|                     |     | Amy Lau                                     
|                     |     | Interim Chief Financial Officer             
|                     |     | (Principal Financial and Accounting Officer)

























46






CONSOLIDATED FINANCIAL STATEMENTS



Table of Contents



|Report of independent registered public accounting firm                  | F-2
|------------------------------------------------------------------------ | ---
|                                                                         |    
|Consolidated statements of income/(loss) and comprehensive income/(loss) | F-3
|                                                                         |    
|Consolidated statements of financial position                            | F-4
|                                                                         |    
|Consolidated statements of changes in (deficit)/equity                   | F-5
|                                                                         |    
|Consolidated statements of cash flows                                    | F-6
|                                                                         |    
|Notes to the consolidated financial statements                           | F-8





















F-1






REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM







To the Audit Committee of the
Board of Directors and Shareholders
of Prime Acquisition Corp.





We have audited the accompanying consolidated
statements of financial position of Prime Acquisition Corp.and Subsidiaries (the “Company”) as of December
31, 2016, 2015 and 2014, and the related consolidated statements of income/(loss) and comprehensive income/(loss), changes in
(deficit)/equity and cash flows for the years then ended. 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 consolidatedfinancial position of Prime Acquisition Corp.
and Subsidiaries, as of December 31, 2016, 2015 and 2014, and the consolidatedresults of its operations and its
cash flows for the years then ended in conformity with International Financial Reporting Standards 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 concerning these matters are also discussed in Note 1 to the consolidated financial statements.
The consolidated financial do not include any adjustments that might result from the outcome of this uncertainty.





/s/ Marcum LLP





New York, NY
April 28, 2017











F-2






Prime Acquisition Corp.
Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss)
For the years ended December 31,



|                                                                                             |  | Notes |  | 2016 |            |   | 2015 |   |            | 2014 | 
|-------------------------------------------------------------------------------------------- |  | ----- |  | ---- | ---------- | - | ---- | - | ---------- | ---- | 
|                                                                                             |  |       |  |      |            |   |      |   |            |      | 
|Continuing operations                                                                        |  |       |  |      |            |   |      |   |            |      | 
|Rental income                                                                                |  |       |  | $    | 2,636,846  |   |      | $ | 2,829,417  |      | 
|Other revenues                                                                               |  |       |  |      | 485,919    |   |      |   | 206,781    |      | 
|Total Revenues                                                                               |  |       |  |      | 3,122,765  |   |      |   | 3,036,198  |      | 
|                                                                                             |  |       |  |      |            |   |      |   |            |      | 
|Depreciation and bad debt provision                                                          |  | 4     |  |      | (3,804     | ) |      |   | (13,458    | )    | 
|Other expenses                                                                               |  | 5     |  |      | (2,394,030 | ) |      |   | (3,243,849 | )    | 
|Total operating expenses                                                                     |  |       |  |      | (2,397,834 | ) |      |   | (3,257,307 | )    | 
|Operating profit/(loss)                                                                      |  |       |  |      | 724,931    |   |      |   | (221,109   | )    | 
|                                                                                             |  |       |  |      |            |   |      |   |            |      | 
|Finance income                                                                               |  | 6     |  |      | 19,617     |   |      |   | 34,890     |      | 
|Finance costs                                                                                |  | 6     |  |      | (3,969,242 | ) |      |   | (4,172,915 | )    | 
|Gain/(loss) on revaluation of derivatives related to convertible promissory notes            |  |       |  |      | 3,085,253  |   |      |   | (539,716   | )    | 
|Loss on disposal of property & equipment                                                     |  |       |  |      | –          |   |      |   | (133,782   | )    | 
|Loss on sale of subsidiary                                                                   |  |       |  |      | –          |   |      |   | (32,340    | )    | 
|Reversal of contingent consideration in connection with business combination from prior year |  | 7     |  |      | –          |   |      |   | –          |      | 
|Realized loss on sale of real estate investment                                              |  |       |  |      | –          |   |      |   | (240,206   | )    | 
|Less: previously recognized unrealized loss on real estate investment                        |  |       |  |      | –          |   |      |   | 40,478     |      | 
|Net fair value (loss)/gain on revaluation of investment property                             |  |       |  |      | (591,245   | ) |      |   | (2,321,283 | )    | 
|(Loss)/profit before tax                                                                     |  |       |  |      | (730,686   | ) |      |   | (7,585,983 | )    | 
|                                                                                             |  |       |  |      |            |   |      |   |            |      | 
|Tax benefit/(expense), current                                                               |  | 8,9   |  |      | 29,405     |   |      |   | 41,769     |      | 
|Deferred tax benefit/(expense)                                                               |  | 8,9   |  |      | 136,137    |   |      |   | 287,665    |      | 
|(Loss)/profit from continuing operations                                                     |  |       |  | $    | (565,144   | ) |      | $ | (7,256,549 | )    | 
|                                                                                             |  |       |  |      |            |   |      |   |            |      | 
|Loss from discontinued operations                                                            |  |       |  |      |            |   |      |   |            |      | 
|Net loss from discontinued operations                                                        |  | 10    |  |      | –          |   |      |   | (305,137   | )    | 
|(Loss)/profit for the year                                                                   |  |       |  | $    | (565,144   | ) |      | $ | (7,561,686 | )    | 
|                                                                                             |  |       |  |      |            |   |      |   |            |      | 
|Other comprehensive (loss)/income, net of income tax                                         |  |       |  |      |            |   |      |   |            |      | 
|Foreign currency translation reserve                                                         |  |       |  |      | (139,370   | ) |      |   | (449,358   | )    | 
|Total comprehensive (loss)/income                                                            |  |       |  | $    | (704,514   | ) |      | $ | (8,011,044 | )    | 
|                                                                                             |  |       |  |      |            |   |      |   |            |      | 
|Earnings/(loss) per share                                                                    |  |       |  |      |            |   |      |   |            |      | 
|From continuing and discontinued operations                                                  |  |       |  |      |            |   |      |   |            |      | 
|Weighted average number of ordinary shares outstanding - basic                               |  |       |  |      | 1,954,651  |   |      |   | 2,299,462  |      | 
|Basic earnings/(loss) per share                                                              |  |       |  | $    | (0.29      | ) |      | $ | (3.29      | )    | 
|Weighted average number of ordinary shares outstanding - diluted                             |  |       |  |      | 1,954,651  |   |      |   | 2,299,462  |      | 
|Diluted earnings/(loss) per share                                                            |  |       |  | $    | (0.29      | ) |      | $ | (3.29      | )    | 
|                                                                                             |  |       |  |      |            |   |      |   |            |      | 
|From continuing operations                                                                   |  |       |  |      |            |   |      |   |            |      | 
|Weighted average number of ordinary shares outstanding - basic                               |  |       |  |      | 1,954,651  |   |      |   | 2,299,462  |      | 
|Basic earnings/(loss) per share                                                              |  |       |  | $    | (0.29      | ) |      | $ | (3.16      | )    | 
|Weighted average number of ordinary shares outstanding - diluted                             |  |       |  |      | 1,954,651  |   |      |   | 2,299,462  |      | 
|Diluted earnings/(loss) per share                                                            |  |       |  | $    | (0.29      | ) |      | $ | (3.16      | )    | 





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





F-3






Prime Acquisition Corp.
Consolidated Statements of Financial Position
As of December 31,



|                                                                                                                                                                                                                                                                                               |  | Notes    |  | 2016 |             |   | 2015 |   |             | 2014 | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- |  | ---- | ----------- | - | ---- | - | ----------- | ---- | 
|                                                                                                                                                                                                                                                                                               |  |          |  |      |             |   |      |   |             |      | 
|ASSETS                                                                                                                                                                                                                                                                                         |  |          |  |      |             |   |      |   |             |      | 
|                                                                                                                                                                                                                                                                                               |  |          |  |      |             |   |      |   |             |      | 
|Non-current assets                                                                                                                                                                                                                                                                             |  |          |  |      |             |   |      |   |             |      | 
|Property and equipment, net                                                                                                                                                                                                                                                                    |  | 14       |  | $    | 11,047      |   |      | $ | 13,564      |      | 
|Investment properties                                                                                                                                                                                                                                                                          |  | 15       |  |      | 35,786,053  |   |      |   | 37,407,083  |      | 
|Other receivables, net less current portion                                                                                                                                                                                                                                                    |  | 17       |  |      | 143,137     |   |      |   | –           |      | 
|Total non-currents assets                                                                                                                                                                                                                                                                      |  |          |  |      | 35,940,237  |   |      |   | 37,420,647  |      | 
|                                                                                                                                                                                                                                                                                               |  |          |  |      |             |   |      |   |             |      | 
|Current assets                                                                                                                                                                                                                                                                                 |  |          |  |      |             |   |      |   |             |      | 
|Prepaid expenses and other current assets                                                                                                                                                                                                                                                      |  | 16       |  |      | 66,958      |   |      |   | 155,256     |      | 
|Trade and other receivables, net                                                                                                                                                                                                                                                               |  | 17       |  |      | 756,940     |   |      |   | 842,879     |      | 
|Cash and cash equivalents                                                                                                                                                                                                                                                                      |  | 18       |  |      | 55,393      |   |      |   | 134,574     |      | 
|Total current assets                                                                                                                                                                                                                                                                           |  |          |  |      | 879,291     |   |      |   | 1,132,709   |      | 
|TOTAL ASSETS                                                                                                                                                                                                                                                                                   |  |          |  | $    | 36,819,528  |   |      | $ | 38,553,356  |      | 
|                                                                                                                                                                                                                                                                                               |  |          |  |      |             |   |      |   |             |      | 
|EQUITY AND LIABILITIES                                                                                                                                                                                                                                                                         |  |          |  |      |             |   |      |   |             |      | 
|                                                                                                                                                                                                                                                                                               |  |          |  |      |             |   |      |   |             |      | 
|(Deficit)/Equity                                                                                                                                                                                                                                                                               |  |          |  |      |             |   |      |   |             |      | 
|Ordinary shares, $.001 par value (Authorized 50,000,000 shares; 2,040,451, 2,040,451 and 2,428,532 shares issued; 1,954,651, 1,954,651 and 2,428,532 shares outstanding at December 31, 2016, 2015 and 2014 respectively; with 85,800 shares as treasury shares at December 31, 2016 and 2015) |  | 19       |  | $    | 2,040       |   |      | $ | 2,040       |      | 
|Share premium                                                                                                                                                                                                                                                                                  |  | 19       |  |      | 19,240,641  |   |      |   | 18,289,096  |      | 
|Less: cost of 85,800 treasury shares                                                                                                                                                                                                                                                           |  |          |  |      | (343,113    | ) |      |   | (343,113    | )    | 
|Retained deficit                                                                                                                                                                                                                                                                               |  |          |  |      | (22,206,984 | ) |      |   | (21,641,840 | )    | 
|Foreign currency translation reserve                                                                                                                                                                                                                                                           |  |          |  |      | (1,456,369  | ) |      |   | (1,316,999  | )    | 
|Total (deficit)/equity                                                                                                                                                                                                                                                                         |  |          |  |      | (4,763,785  | ) |      |   | (5,010,816  | )    | 
|                                                                                                                                                                                                                                                                                               |  |          |  |      |             |   |      |   |             |      | 
|Liabilities                                                                                                                                                                                                                                                                                    |  |          |  |      |             |   |      |   |             |      | 
|Non-current liabilities                                                                                                                                                                                                                                                                        |  |          |  |      |             |   |      |   |             |      | 
|Loans and borrowings, less current portion                                                                                                                                                                                                                                                     |  | 20,21    |  |      | 21,110,316  |   |      |   | 21,720,779  |      | 
|Trade and other payable, net less current portion                                                                                                                                                                                                                                              |  | 24       |  |      | 80,355      |   |      |   | –           |      | 
|Deferred tax liabilities                                                                                                                                                                                                                                                                       |  | 9        |  |      | 2,557,571   |   |      |   | 2,764,734   |      | 
|Corporate tax liabilities, less current portion                                                                                                                                                                                                                                                |  |          |  |      | 674,164     |   |      |   | 714,771     |      | 
|Tenant security deposits                                                                                                                                                                                                                                                                       |  |          |  |      | 731,841     |   |      |   | 820,367     |      | 
|Total non-current liabilities                                                                                                                                                                                                                                                                  |  |          |  |      | 25,154,247  |   |      |   | 26,020,651  |      | 
|                                                                                                                                                                                                                                                                                               |  |          |  |      |             |   |      |   |             |      | 
|Current liabilities                                                                                                                                                                                                                                                                            |  |          |  |      |             |   |      |   |             |      | 
|Notes payable to stockholders, net of unamortized discount of $1,122,997 and $1,363,000 at December 31 2016 and 2015, respectively                                                                                                                                                             |  | 22       |  |      | 2,485,566   |   |      |   | 1,328,263   |      | 
|Due to related party                                                                                                                                                                                                                                                                           |  | 22       |  |      | 1,260,243   |   |      |   | 1,089,549   |      | 
|Loans and borrowings                                                                                                                                                                                                                                                                           |  | 20,21,23 |  |      | 4,206,847   |   |      |   | 5,087,208   |      | 
|Trade and other payables                                                                                                                                                                                                                                                                       |  | 24       |  |      | 5,914,549   |   |      |   | 5,372,684   |      | 
|Other liabilities and other deferred income                                                                                                                                                                                                                                                    |  | 25       |  |      | 301,800     |   |      |   | 358,634     |      | 
|Corporate tax liabilities                                                                                                                                                                                                                                                                      |  |          |  |      | 1,425,618   |   |      |   | 1,403,005   |      | 
|Derivative financial liabilities                                                                                                                                                                                                                                                               |  | 26       |  |      | 794,235     |   |      |   | 2,733,836   |      | 
|Provisions                                                                                                                                                                                                                                                                                     |  | 27       |  |      | 40,208      |   |      |   | 170,342     |      | 
|Total current liabilities                                                                                                                                                                                                                                                                      |  |          |  |      | 16,429,066  |   |      |   | 17,543,521  |      | 
|Total liabilities                                                                                                                                                                                                                                                                              |  |          |  |      | 41,583,313  |   |      |   | 43,564,172  |      | 
|                                                                                                                                                                                                                                                                                               |  |          |  |      |             |   |      |   |             |      | 
|TOTAL EQUITY AND LIABILITIES                                                                                                                                                                                                                                                                   |  |          |  | $    | 36,819,528  |   |      | $ | 38,553,356  |      | 





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





F-4






Prime Acquisition Corp.

Consolidated Statements of Changes in
(Deficit)/Equity

For the years Ended December 31, 2016,
2015 and 2014



|                                                              |  | Ordinary Shares |           |   | Treasury shares |   |       | Share  |  |  | Retained |  |  | Foreign Currency Translation |          |   | Total (Deficit)/ |  
|------------------------------------------------------------- |  | --------------- | --------- | - | --------------- | - | ----- | ------ |  |  | -------- |  |  | ---------------------------- | -------- | - | ---------------- | -
|                                                              |  | Shares          |           |   | Amount          |   |       | Shares |  |  | Amount   |  |  | Premium                      |          |   | Deficit          |  
|Balance at January 1, 2014                                    |  |                 | 3,179,721 |   |                 |   | 3,180 |        |  |  | –        |  |  |                              | –        |   |                  |  
|Non-employee stock based compensation                         |  |                 | –         |   |                 |   | –     |        |  |  | –        |  |  |                              | –        |   |                  |  
|Forfeiture of founders shares                                 |  |                 | (253,881  | ) |                 |   | (253  | )      |  |  | –        |  |  |                              | –        |   |                  |  
|Derecognition of subsidiary                                   |  |                 | (497,308  | ) |                 |   | (498  | )      |  |  | –        |  |  |                              | –        |   |                  |  
|Beneficial conversion feature on convertible promissory notes |  |                 | –         |   |                 |   | –     |        |  |  | –        |  |  |                              | –        |   |                  |  
|Profit for the year                                           |  |                 | –         |   |                 |   | –     |        |  |  | –        |  |  |                              | –        |   |                  |  
|Foreign currency translation reserve                          |  |                 | –         |   |                 |   | –     |        |  |  | –        |  |  |                              | –        |   |                  |  
|                                                              |  |                 |           |   |                 |   |       |        |  |  |          |  |  |                              |          |   |                  |  
|Balance at December 31, 2014                                  |  |                 | 2,428,532 |   |                 | $ | 2,429 |        |  |  | –        |  |  |                              | –        |   |                  | $
|Non-employee stock based compensation                         |  |                 | –         |   |                 |   | –     |        |  |  | –        |  |  |                              | –        |   |                  |  
|Forfeiture of founders shares                                 |  |                 | (253,881  | ) |                 |   | (255  | )      |  |  | –        |  |  |                              | –        |   |                  |  
|Sale of subsidiary                                            |  |                 | (220,000  | ) |                 |   | (134  | )      |  |  | 85,800   |  |  |                              | (343,113 | ) |                  |  
|Beneficial conversion feature on convertible promissory notes |  |                 | –         |   |                 |   | –     |        |  |  | –        |  |  |                              | –        |   |                  |  
|Loss for the year                                             |  |                 | –         |   |                 |   | –     |        |  |  | –        |  |  |                              | –        |   |                  |  
|Foreign currency translation reserve                          |  |                 | –         |   |                 |   | –     |        |  |  | –        |  |  |                              | –        |   |                  |  
|                                                              |  |                 |           |   |                 |   |       |        |  |  |          |  |  |                              |          |   |                  |  
|Balance at December 31, 2015                                  |  |                 | 1,954,651 |   |                 | $ | 2,040 |        |  |  | 85,800   |  |  | $                            | (343,113 | ) |                  | $
|Non-employee stock based compensation                         |  |                 | –         |   |                 |   | –     |        |  |  | –        |  |  |                              | –        |   |                  |  
|Beneficial conversion feature on convertible promissory note  |  |                 | –         |   |                 |   | –     |        |  |  | –        |  |  |                              | –        |   |                  |  
|Loss for the year                                             |  |                 | –         |   |                 |   | –     |        |  |  | –        |  |  |                              | –        |   |                  |  
|Foreign currency translation reserve                          |  |                 | –         |   |                 |   | –     |        |  |  | –        |  |  |                              | –        |   |                  |  
|Balance at December 31, 2016                                  |  |                 | 1,954,651 |   |                 | $ | 2,040 |        |  |  | 85,800   |  |  | $                            | (343,113 | ) |                  | $





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





F-5






Prime Acquisition Corp.

Consolidated Statements of Cash Flows

For the years ended December 31,



|                                                                             |  | 2016 |            |   | 2015 |   |            | 2014 | 
|---------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- | 
|Cash flows from operating activities                                         |  |      |            |   |      |   |            |      | 
|(Loss)/profit for the year                                                   |  | $    | (565,144   | ) |      | $ | (7,561,686 | )    | 
|Adjustments to (loss)/profit for non-cash items                              |  |      |            |   |      |   |            |      | 
|Shared-based payments                                                        |  |      | 370,040    |   |      |   | 260,819    |      | 
|Derivatives fair value adjustment                                            |  |      | (3,103,351 | ) |      |   | 506,158    |      | 
|Net fair value loss/(gain) on revaluation of investment property             |  |      | 591,245    |   |      |   | 2,321,283  |      | 
|Loss on disposal of property and equipment                                   |  |      | –          |   |      |   | 134,448    |      | 
|Depreciation                                                                 |  |      | 3,804      |   |      |   | 3,644      |      | 
|Provision for bad debt                                                       |  |      | –          |   |      |   | 9,814      |      | 
|Release of provision relating to litigation                                  |  |      | (145,309   | ) |      |   | –          |      | 
|Other provisions                                                             |  |      | 13,816     |   |      |   | 26,032     |      | 
|Loss on sale of subsidiary                                                   |  |      | –          |   |      |   | 32,340     |      | 
|Loss on sale of real estate investment                                       |  |      | –          |   |      |   | 199,728    |      | 
|Loss on foreign currency exchange on discontinued operation                  |  |      | –          |   |      |   | 248,359    |      | 
|Reversal of contingent consideration in connection with business combination |  |      | –          |   |      |   | –          |      | 
|Revenues normalization                                                       |  |      | 45,797     |   |      |   | 90,994     |      | 
|Deferred tax liabilities                                                     |  |      | (136,137   | ) |      |   | (287,665   | )    | 
|Finance costs                                                                |  |      | 3,942,402  |   |      |   | 4,172,915  |      | 
|                                                                             |  |      | 1,017,163  |   |      |   | 157,183    |      | 
|Working capital adjustments                                                  |  |      |            |   |      |   |            |      | 
|(Increase)/decrease in prepaid expenses and other current assets             |  |      | 88,152     |   |      |   | (6,550     | )    | 
|(Increase)/decrease in trade and other receivables                           |  |      | (85,023    | ) |      |   | (397,465   | )    | 
|(Decrease)/increase in trade and other payables                              |  |      | (146,899   | ) |      |   | 325,182    |      | 
|Increase/(decrease) in tenant security deposits                              |  |      | (64,016    | ) |      |   | 16,421     |      | 
|Increase in corporate tax liabilities                                        |  |      | 442,091    |   |      |   | 391,492    |      | 
|Cash provided by operating activities                                        |  |      | 1,251,468  |   |      |   | 486,263    |      | 
|Corporate taxes paid                                                         |  |      | (398,147   | ) |      |   | (284,241   | )    | 
|Finance costs paid                                                           |  |      | (694,494   | ) |      |   | (959,851   | )    | 
|Net cash provided by/(used in) operating activities                          |  |      | 158,827    |   |      |   | (757,829   | )    | 
|                                                                             |  |      |            |   |      |   |            |      | 
|Cash flows from investing activities                                         |  |      |            |   |      |   |            |      | 
|Cash given on disposition                                                    |  |      | –          |   |      |   | (110       | )    | 
|Proceeds from sale of real estate investment                                 |  |      | –          |   |      |   | 217,180    |      | 
|Acquisition of property and equipment                                        |  |      | (1,522     | ) |      |   | (7,706     | )    | 
|Net cash provided by/(used in) investing activities                          |  |      | (1,522     | ) |      |   | 209,364    |      | 
|                                                                             |  |      |            |   |      |   |            |      | 
|Cash flows from financing activities                                         |  |      |            |   |      |   |            |      | 
|Advances from/(payment to) related party                                     |  |      | 150,894    |   |      |   | 710,219    |      | 
|Proceeds from notes payable to stockholders                                  |  |      | 670,000    |   |      |   | 845,000    |      | 
|Proceeds from line of credit, net                                            |  |      | –          |   |      |   | 85,961     |      | 
|Repayment on finance leases and loans                                        |  |      | (1,026,181 | ) |      |   | (1,136,863 | )    | 
|Net cash (used in)/provided by financing activities                          |  |      | (205,287   | ) |      |   | 504,317    |      | 
|                                                                             |  |      |            |   |      |   |            |      | 
|Effect of exchange rates on cash and cash equivalents                        |  |      | (31,199    | ) |      |   | 13,631     |      | 
|                                                                             |  |      |            |   |      |   |            |      | 
|Net (decrease)/increase in cash and cash equivalents                         |  |      | (79,181    | ) |      |   | (30,517    | )    | 
|                                                                             |  |      |            |   |      |   |            |      | 
|Cash and cash equivalents at beginning of year                               |  |      | 134,574    |   |      |   | 165,091    |      | 
|Cash and cash equivalents at end of year                                     |  | $    | 55,393     |   |      | $ | 134,574    |      | 





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





F-6






Prime Acquisition Corp.

Consolidated Statements of Cash Flows

Years Ended December 31, 2016, 2015 and
2014

(continued)



2016 Non cash transactions



During 2016, the convertible promissory
notes issued to one of the directors in 2014 and subsequently renewed in 2015 reached maturity. The Company was not in a position
to repay the notes or the accrued interest. As a result, the Company issued new unsecured convertible promissory notes to the director
(see note 22 — Related Party Transactions and Balances). The beneficial convertible feature of these notes for the year ended
December 31, 2016 amounted to $581,505.



2015 Non cash transactions



On July 7, 2015, the Company returned one
of the Subsidiaries (SIM S.r.l.) acquired through the closing of the SIM Purchase Agreement to the original seller in exchange
for the return of 220,000 of the Company’s shares. No additional cash was exchanged in addition to the Company’s share
returned (see note 10 — Discontinued Operations).



During 2015, the convertible promissory
notes issued to one of the directors in 2014 reached maturity. The Company was not in a position to repay the notes or the accrued
interest. As a result, the Company issued new unsecured convertible promissory notes to the director (see note 22 — Related
Party Transactions and Balances). The beneficial convertible feature of these notes for the year ended December 31, 2015 amounted
to $1,842,681.



2014 Non cash transactions



In 2014, the Group has reached various
offsetting agreements with one of the former owners of the investment properties (and a current shareholder of the Group) on offsetting
certain receivables and payables of $3,470,482 in total (see note 17 — Trade and Other Receivables).



On December 18, 2014, the Company returned
one of the subsidiaries (Seba S.r.l.) acquired through the closing of the Seba Purchase Agreement to the original seller in exchange
for the return of 497,308 of the Company’s shares. No additional cash was exchanged in addition to the Company’s share
returned (see note 10 — Discontinued Operations).

















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,
2016 were authorized for issue in accordance with a resolution of the directors on April 28, 2017. Prime Acquisition Corp. (the
“Company”) is a Cayman Islands exempted company initially 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 in 2010. The registered office is located at No 322, Zhongshan East Road, Shijiazhuang, Hebei
Province 05001, China.



The Group is principally engaged in the
management of investment property (see note 15 — Investment Properties). On September 30, 2013, the Company consummated
a business combination (the “Business Combination”), through Prime Luxembourg S.a.r.l (a Luxembourg company and wholly-owned
subsidiary of the Company, “LuxCo”), 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. 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
was therefore $18,843,714. As a result of this Business Combination, eleven properties were acquired. All of the properties in
the portfolio are commercial real estate assets located in Italy. 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. Immediately following consummation of the Business Combination, the Company had a total of 3,635,344
ordinary shares outstanding.



On December 18, 2014, the Company entered
into a Stock Purchase Agreement (the “Seba Purchase Agreement”) with LuxCo, Seba, at the time LuxCo’s wholly
owned subsidiary, Francesco Rotondi and Luca Failla (the former owners of Seba prior to the Business Combination). Pursuant to
the Seba Purchase Agreement, on December 18, 2014, Messrs. Rotondi and Failla acquired all of the outstanding equity interests
in Seba in exchange for the return of 497,308 of the Company’s shares (the “Seba Consideration Shares”, the Seba
Purchase Agreement event “Unwinding”). Seba’s sole asset consists of four floors of Corso Europa 22, an office
building in central Milan. As a result, immediately following the closing of this Seba Purchase Agreement, the Company had a total
of 2,682,413 ordinary shares outstanding and the Company’s portfolio comprised of eleven properties (see note 15 —
Investment Properties).



Additionally in connection with the Seba
Purchase Agreement:



| | 1. | The Company, LuxCo, Messrs. Rotondi and Failla and Giuseppe Pantaleo entered into an agreement
which terminated the Transaction Value Agreement dated September 30, 2013 among them (the “Seba-Nova TVA”). The Seba-Nova
TVA required the Company to make Messrs. Rotondi, Failla and Pantaleo whole in the event that the average sales price of all of
the shares that were issued to them were sold in public market transactions at less than $10 per share.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | The Company, LuxCo, Nova, and Mr. Rotondi entered into an option agreement (the “Option Agreement”)
pursuant to which Mr. Rotondi would have the right to purchase all of the equity interests in Nova owned by LuxCo in the event
that (i) the mortgage payments that Mr. Rotondi has personally guaranteed are not made, or (ii) a certain power of attorney that
would facilitate the transfer of Nova’s equity interests to Mr. Rotondi is not renewed. The Option Agreement will terminate
on the repayment of the mortgages or the termination of Mr. Rotondi’s personal guaranties. The consideration for the exercise
of the option would be the return of 50,000 shares of the Company’s ordinary shares. Nova’s sole asset consists of
two floors of Corso Europa 22, an office building in central Milan. As of December 31, 2016, the mortgages was not repaid in full
and Mr. Rotondi remains the personal guarantor of the mortgages.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Separately, on December 15, 2014, the Company,
LuxCo, Cesare Lanati, Stefano Lanati, Davide Rigamonte Bell Real Estate S.r.l. and IGS S.r.l. entered into an agreement which terminated
the Transaction Value Agreement dated September 30, 2013 among them (the “Bell TVA”). The Bell TVA, similar to the
aforementioned Seba-Nova TVA, required the Company to make Messrs. Lanati, Lanati and Rigamonte and Bell Real Estate S.r.l. and
IGS S.r.l. whole in the event that the average sales price of all of the shares that were issued to them were sold in public market
transactions at less than $10 per share. As a result of the cancellation of Bell TVA and Seba-Nova TVA, there are no Transaction
Value Agreements outstanding as of December 31, 2014.



On June 26, 2015, the Company entered into
a Stock Purchase Agreement (the “SIM Purchase Agreement”) with Prime Luxembourg S.a.r.l., the Company’s wholly-owned
subsidiary (“LuxCo”), GSI S.r.l, LuxCo’s wholly-owned subsidiary (“GSI”), SIM S.r.l., at the time
owned by LuxCo and GSI (“SIM”), Bell Real Estate S.r.l. (“Bell”), Cesare Lanati and Stefano Lanati (Bell,
Cesare Lanati and Stefano Lanati are collectively referred to as the “SIM Buyers”). On July 7, 2015, the SIM Buyers
acquired all of the outstanding equity interests in SIM in exchange for the return of 220,000 of the Company’s shares (the
“SIM Consideration Shares”). 134,200 shares (61%) were returned to the Company for immediate cancellation, 85,800 shares
(39%) were returned to GSI and remained as the Company’s treasury shares. SIM’s sole asset consists of the property
located at Via Newton 9, Milan, Italy. As a result, immediately following the closing of this SIM Purchase Agreement, the Company
had a total of 2,294,332 ordinary shares outstanding and the Company’s portfolio comprised of ten properties (see note 15
— Investment Properties). In addition, in connection with the transactions contemplated by the SIM Purchase Agreement,
the Company extinguished certain trade liabilities associated with its portfolio of properties and the SIM Buyers.











F-8








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



During 2015, the Company has established
a new subsidiary in Italy, Imperatrice S.r.l. (“Imperatrice”), through LuxCo. The Company owns 100% of Imperatrice.
This new subsidiary was established for the potential future acquisitions of real estate investment properties in Italy. As of
December 31, 2016, there were no acquisitions of real estate investment properties consummated by Imperatrice.



The accompanying consolidated financial
statements have been prepared assuming the Group will continue as a going concern. The Group has incurred recurring operating losses,
negative cash flows from operations, and has a working capital deficiency as of December 31, 2016. These factors raise substantial
doubt about the Group’s ability to continue as a going concern.



The real estate portfolio of ten properties
in Italy does not currently generate sufficient positive cash flows. Management believes that when the market conditions are more
favorable, some of these properties may be liquidated to generate cash. Although real estate transactions in the greater Milan
area have improved during 2016, compared to 2015 and 2014, they have been relatively few when compared to pre-financial crisis
levels, and an actual transaction may take longer than viable for the Company’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.



The funding of the Group has been primarily
by the Company entering into interest bearing unsecured convertible promissory notes with one of the directors (see note 22 —
Related Party Transactions and Balances). However, if additional financing from a different source is not obtained, the Group may
not be able to execute its business plan and may need to curtail certain of its operations.



The
Group continues to seek additional capital and liquidity sources through investment bankers and potential investors. Management
is currently indiscussions with several funding sources for a combination of
debt and equity financing. However, there can be no assurance the Group will be able to obtain funding
from these sources.



Note 2 — Basis of Presentation



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



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



|(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:



| | ● | Investment properties; and      
| | - | --------------------------------
| | ● | Derivative financial instruments



|(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 has
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.











F-9








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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 Group and its wholly-owned subsidiaries as of December 31, 2016, 2015 and 2014.



The Subsidiaries are consolidated from
September 30, 2013 (the date of Business Combination), being the date on which the Company obtained control, and continue 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.



On December 18, 2014, the Company ceased
control of Seba through the closing of the Seba Purchase Agreement in exchange for the return of 497,308 of the Company’s
shares. Seba’s operating results through December 18, 2014 are reported as discontinued operations on the Group’s consolidated
statements of income/(loss) and comprehensive income/(loss) for the year ended December 31, 2014.



On July 7, 2015, the Company ceased control
of SIM through the closing of the SIM Purchase Agreement in exchange for the return of 220,000 of the Company’s shares. SIM’s
operating results through July 7, 2015 are reported as discontinued operations on the Group’s consolidated statements of
income/(loss) and comprehensive income/(loss) for the years ended December 31, 2015 and 2014.



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 Group 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.



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 income/(loss) and comprehensive income/(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 income/(loss) and comprehensive income/(loss)
when the right to receive them arises.









F-10








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|(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.



In accordance to IAS 17 —Leases,
the direct costs of the leases are added to the amount recognized as an asset and amortized over the duration of the leases.



|(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 from their net carrying values. A provision is made when there is objective evidence that the Group will not be able
to recover balances in full. Balances are written off when the probability of recovery is assessed as being remote.



|(f) | 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
taxes 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 recognize
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’s 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.



|(g) | 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.



|(h) | Property and equipment
|--- | ----------------------



Property and equipment are initially recognized
at cost. Depreciation is provided on property and equipment so as to write off their carrying value over their expected useful
economic lives. Depreciation 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











F-11








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|(i) | Share-Based Payment
|--- | -------------------



Share-based payment awards granted to employees
and non-employees are 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 Group 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.



|(j) | Earnings/(loss) per Share
|--- | -------------------------



Basic earnings/(loss) per share is computed
by dividing net profit/(loss) by the weighted-average number of ordinary shares outstanding at the end of the year.



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



|(k) | 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.



|(l) | 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. Europe experienced a general slowdown in its economy, especially
in Italy during 2014 and 2015, with a slight improvement in the economic trend in Italy during 2016.



|(m) | Foreign currencies
|--- | ------------------



The 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:



| | · | 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 subsidiaries equity accounts were translated using historical exchange rates                                                                                                               
| | · | 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











F-12










PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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



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



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 of 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 the carrying amount, an impairment loss is recognized. Impairment losses relating to goodwill
cannot be reversed in future periods. There was no impairment of goodwill as of December 31, 2016, 2015 and 2014.



|(o) | 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.



|(p) | 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 statements of income/(loss) and comprehensive income/(loss) as they arise.



|(q) | 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 income/(loss) and comprehensive
income/(loss).



In addition, the Group issued convertible
promissory notes to certain directors to provide for temporary liquidity. These convertible promissory notes are classified as
convertible notes with an embedded derivative liability in accordance to IAS 32 – Financial Instruments: Recognition and
Measurement. The embedded derivative liability is calculated first and the residual value is assigned to the debt host liability
component. A host loan is accounted for at amortized cost, with an embedded derivative liability being measured at fair value with
changes in value being recognized in the consolidated statements of income/(loss) and comprehensive income/(loss).



|(r) | Share Capital
|--- | -------------



Ordinary shares are classified as equity.











F-13








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|(s) | 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, 2018. 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.



IFRS 16 Leases



IFRS 16 specifies how an IFRS reporter
will recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees
to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low
value. Lessors continue to classify leases as operating or finance, with IFRS 16’s approach to lessor accounting substantially
unchanged from its predecessor, IAS 17.



IFRS 16 was issued in January 2016 and
applies to annual reporting periods beginning on or after 1 January 2019. The effect of this to the Group’s consolidated
financial statements is undetermined at this time.



Note 4 — Depreciation and Bad Debt Provision



Details of depreciation and bad debt provision are as follows:



|                                          |  | 2016 |       |  | 2015 |   |        | 2014 | 
|----------------------------------------- |  | ---- | ----- |  | ---- | - | ------ | ---- | 
|Depreciation of property and equipment    |  | $    | 3,804 |  |      | $ | 3,644  |      | 
|Bad debt provision                        |  |      | –     |  |      |   | 9,814  |      | 
|Total depreciation and bad debt provision |  | $    | 3,804 |  |      | $ | 13,458 |      | 



There was no provision for bad debt for the year ended December
31, 2016 due to the Group’s proactive cash collection policy during 2016.











F-14








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Note 5 — Other Expenses



Details of other expenses is shown in the table below:



|                                      |  | 2016 |           |  | 2015 |   |           | 2014* | 
|------------------------------------- |  | ---- | --------- |  | ---- | - | --------- | ----- | 
|Rental costs                          |  | $    | 784       |  |      | $ | 7,625     |       | 
|Staff costs                           |  |      | 252,850   |  |      |   | 201,423   |       | 
|Sundry operating expenses             |  |      | 232,365   |  |      |   | 312,426   |       | 
|Taxation on buildings                 |  |      | 207,767   |  |      |   | 208,361   |       | 
|Administrative and other expenses     |  |      | 178,540   |  |      |   | 859,431   |       | 
|Maintenance expenses                  |  |      | 307,978   |  |      |   | 312,285   |       | 
|Insurance costs                       |  |      | 121,087   |  |      |   | 123,183   |       | 
|Provision related to legal dispute    |  |      | –         |  |      |   | –         |       | 
|Legal expenses                        |  |      | 135,520   |  |      |   | 368,814   |       | 
|Professional fees                     |  |      | 490,094   |  |      |   | 489,276   |       | 
|Bank fees                             |  |      | 27,277    |  |      |   | 23,537    |       | 
|Licenses, registration & fees         |  |      | 7,411     |  |      |   | 5,821     |       | 
|Non-employee stock based compensation |  |      | 370,040   |  |      |   | 260,819   |       | 
|Travel expense                        |  |      | 62,317    |  |      |   | 70,848    |       | 
|Total other expenses                  |  | $    | 2,394,030 |  |      | $ | 3,243,849 |       | 



*Restated for discontinued operations (see note 10 — Discontinued
Operations)



Note 6 — Finance Income and Costs



The details of finance income and costs on the statements of
income/(loss) and comprehensive income/(loss) are as follows:



|Finance income                                                               |  | 2016 |        |  | 2015 |   |        | 2014 | 
|---------------------------------------------------------------------------- |  | ---- | ------ |  | ---- | - | ------ | ---- | 
|Finance income from variation of fair value on interest rate swap agreements |  |      | 18,096 |  |      |   | 33,558 |      | 
|Other finance income                                                         |  |      | 1,521  |  |      |   | 1,332  |      | 
|Total finance income                                                         |  | $    | 19,617 |  |      | $ | 34,890 |      | 



|Finance costs                                                               |  | 2016 |           |  | 2015 |   |           | 2014* | 
|--------------------------------------------------------------------------- |  | ---- | --------- |  | ---- | - | --------- | ----- | 
|Finance cost on note payable to underwriters and other debt                 |  | $    | 2,638,729 |  |      | $ | 2,913,809 |       | 
|Interest expense of bank loans, revolving line of credit and finance leases |  |      | 1,330,513 |  |      |   | 1,259,106 |       | 
|Total finance costs                                                         |  | $    | 3,969,242 |  |      | $ | 4,172,915 |       | 



*Restated for discontinued operations (see note 10 — Discontinued
Operations)



Note 7 — Contingent Consideration



During the year ended December 31, 2014,
the Company terminated all of the transaction value agreements (“TVAs”) outstanding pursuant to its acquisition of
the Subsidiaries in 2013. As a result of the termination of the TVAs, the Company eliminated the contingent consideration liability
and recorded income in the amount of $5,157,951 during the year ended December 31, 2014 in the accompanying consolidated statements
of income/(loss) and comprehensive income/(loss).









F-15








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Note 8 – Income Taxes



Income taxes relating to continuing operations for the years
ended December 31 are as follows:



|                                                                                                    |  | 2016 |          |   | 2015 |   |          | 2014 | 
|--------------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- | 
|Current tax                                                                                         |  |      |          |   |      |   |          |      | 
|In respect of the current year                                                                      |  | $    | 34,261   |   |      | $ | 183,005  |      | 
|In respect of the prior year                                                                        |  |      | 6,663    |   |      |   | (12,685  | )    | 
|Others fiscal unit **                                                                               |  |      | (70,329  | ) |      |   | (212,089 | )    | 
|                                                                                                    |  |      | (29,405  | ) |      |   | (41,769  | )    | 
|                                                                                                    |  |      |          |   |      |   |          |      | 
|Deferred tax (see note 9 — Deferred Taxes)                                                          |  |      |          |   |      |   |          |      | 
|In respect of the current year                                                                      |  |      | (136,137 | ) |      |   | (287,665 | )    | 
|Deferred tax related to SIM (see note 10 — Discontinued Operations)                                 |  |      | –        |   |      |   | –        |      | 
|                                                                                                    |  |      | (136,137 | ) |      |   | (287,665 | )    | 
|Total income tax expense/(benefit) recognized in the current year relating to continuing operations |  | $    | (165,542 | ) |      | $ | (329,434 | )    | 



The income tax expense for the years ended December 31 can be
reconciled to the accounting profit as follows:



|                                                                                                                                   |  | 2016 |          |   | 2015 |   |            | 2014 | 
|---------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | ---------- | ---- | 
|Profit/(loss) before tax from continuing operations                                                                                |  | $    | (730,686 | ) |      | $ | (7,585,983 | )    | 
|                                                                                                                                   |  |      |          |   |      |   |            |      | 
|Income tax expense/(benefit) calculated at 31.4%                                                                                   |  | $    | (229,435 | ) |      | $ | (2,381,999 | )    | 
|Effect of (income)/expenses that are exempt from taxation                                                                          |  |      | 9,795    |   |      |   | 965,868    |      | 
|Effect of expenses that are not deductible in determining taxable profit                                                           |  |      | 125,020  |   |      |   | 442,287    |      | 
|Effect of unused tax losses and tax offsets not recognized as deferred tax assets                                                  |  |      | 218,074  |   |      |   | 904,088    |      | 
|Effect of previously unrecognized and unused tax losses and deductible temporary differences now recognized as deferred tax assets |  |      | (34,200  | ) |      |   | (34,904    | )    | 
|Effect of new tax rule in fiscal unit **                                                                                           |  |      | (48,284  | ) |      |   | (212,089   | )    | 
|Effect of prior year taxes                                                                                                         |  |      | 6,663    |   |      |   | (12,685    | )    | 
|Effect of future change of fiscal aliquota*** on deferred taxes (previous years)                                                   |  |      | (282,982 | ) |      |   | –          |      | 
|Effect of future change of fiscal aliquota on deferred taxes (generated in 2016)                                                   |  |      | 20,075   |   |      |   | –          |      | 
|Others                                                                                                                             |  |      | 49,732   |   |      |   | –          |      | 
|Income tax expense/(benefit) recognized in profit or loss relating to continuing operations (current & deferred)                   |  | $    | (165,542 | ) |      | $ | (329,434   | )    | 



The tax rate used for the 2016, 2015 and
2014 reconciliations above is the tax rate of 31.4% on taxable profits in Italy. This tax rate consists of both IRES (an Italian
corporate income tax) and IRAP (an Italian regional production tax).



** During 2016, the Italian fiscal authority
issued a new tax rule beginning in the fiscal year ended December 31, 2015 and continuing through 2016 allowing utilization of
fiscal unit structure in tax reporting to offset and utilize operating losses amongst subsidiaries with common ownership, resulting
in tax benefits to the Group.



***Aliquota is the combined total tax rate
of IRES and IRAP (see note 9 — Deferred Taxes).



Note 9 — Deferred Taxes



The amount of unused tax losses for which
no deferred tax assets are recognized in the consolidated statements of financial position as of December 31, 2016, 2015 and 2014
was $542,357, $935,866 and $547,046, respectively, with no expiration date limitation.



Deferred tax is calculated in full on temporary
differences using a tax rate of 24%, 27.5% and 27.5% for the years ended December 31, 2016, 2015 and 2014, respectively, if the
temporary difference is subject only to IRES (an Italian corporate income tax) rules, or 27.9%, 31.4% and 31.4% for the years ended
December 31, 2016, 2015 and 2014, respectively, if the temporary difference is subject both to IRES and IRAP (an Italian regional
production tax) rules.









F-16








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



The new Italian legislation amended the
IRES rates from 27.5% to 24% in 2017 to be used for the income tax calculation of accounting periods ending in the year 2016.



The movement on the deferred tax account
is as shown below:



|                                                          |  | 2016 |            |   | 2015 |   |            | 2014 | 
|--------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- | 
|At January 1                                              |  | $    | (2,764,734 | ) |      | $ | (3,738,082 | )    | 
|                                                          |  |      |            |   |      |   |            |      | 
|Recognized directly in equity                             |  |      |            |   |      |   |            |      | 
|Unwinding of Seba (see note 10 — Discontinued Operations) |  |      | –          |   |      |   | –          |      | 
|Sale of SIM (see note 10 — Discontinued Operations)       |  |      | –          |   |      |   | 315,325    |      | 
|Currency exchange difference                              |  |      | 71,026     |   |      |   | 370,358    |      | 
|                                                          |  |      |            |   |      |   |            |      | 
|Recognized in profit and loss                             |  |      |            |   |      |   |            |      | 
|Deferred tax benefit/(expense)                            |  |      | 136,137    |   |      |   | 287,665    |      | 
|At December 31,                                           |  | $    | (2,557,571 | ) |      | $ | (2,764,734 | )    | 



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



|                                                                                             |  | 2016  |         |  | 2016        |   |            | 2016            |  |   | 2016       |  
|-------------------------------------------------------------------------------------------- |  | ----- | ------- |  | ----------- | - | ---------- | --------------- |  | - | ---------- | -
|                                                                                             |  | Asset |         |  | Liabilities |   |            | (Charged) / Net |  |   | Movement   |  
|Adjustment for IFRS purposes (deductible/taxable for local tax rules in future fiscal years) |  |       |         |  |             |   |            |                 |  |   |            |  
|Writing off of intangibles                                                                   |  | $     | 501,880 |  |             | $ | –          |                 |  | $ | 501,880    |  
|Writing off of tangibles                                                                     |  |       | –       |  |             |   | (149,164   | )               |  |   | (149,164   | )
|Accounting of lease contracts according to IAS 17                                            |  |       | –       |  |             |   | (1,574,288 | )               |  |   | (1,574,289 | )
|Accounting of investment properties according to fair value                                  |  |       | –       |  |             |   | (1,107,110 | )               |  |   | (1,107,110 | )
|Mark to market on derivative instruments                                                     |  |       | –       |  |             |   | –          |                 |  |   | –          |  
|Loss on investments (internal restructuring)                                                 |  |       | –       |  |             |   | (231,484   | )               |  |   | (231,484   | )
|Other temporary differences                                                                  |  |       |         |  |             |   |            |                 |  |   |            |  
|Bad debt provision                                                                           |  |       | 2,596   |  |             |   | –          |                 |  |   | 2,596      |  
|Provision for risk                                                                           |  |       | –       |  |             |   | –          |                 |  |   | –          |  
|Others                                                                                       |  |       | –       |  |             |   | –          |                 |  |   | –          |  
|Total                                                                                        |  | $     | 504,476 |  |             | $ | (3,062,046 | )               |  | $ | (2,557,571 | )



|                                                                                             |  | 2015  |         |  | 2015        |   |            | 2015            |  |   | 2015       |  
|-------------------------------------------------------------------------------------------- |  | ----- | ------- |  | ----------- | - | ---------- | --------------- |  | - | ---------- | -
|                                                                                             |  | Asset |         |  | Liabilities |   |            | (Charged) / Net |  |   | Movement   |  
|Adjustment for IFRS purposes (deductible/taxable for local tax rules in future fiscal years) |  |       |         |  |             |   |            |                 |  |   |            |  
|Writing off of intangibles                                                                   |  | $     | 611,712 |  |             | $ | –          |                 |  | $ | 611,712    |  
|Writing off of tangibles                                                                     |  |       | –       |  |             |   | (120,387   | )               |  |   | (120,387   | )
|Accounting of lease contracts according to IAS 17                                            |  |       | –       |  |             |   | (1,606,270 | )               |  |   | (1,606,270 | )
|Accounting of investment properties according to fair value                                  |  |       | –       |  |             |   | (1,436,973 | )               |  |   | (1,436,973 | )
|Mark to market on derivative instruments                                                     |  |       | 52,013  |  |             |   | –          |                 |  |   | 52,013     |  
|Loss on investments (internal restructuring)                                                 |  |       | –       |  |             |   | (268,103   | )               |  |   | (268,103   | )
|Other temporary differences                                                                  |  |       |         |  |             |   |            |                 |  |   |            |  
|Bad debt provision                                                                           |  |       | 3,061   |  |             |   | –          |                 |  |   | 3,061      |  
|Others                                                                                       |  |       | 213     |  |             |   | –          |                 |  |   | 213        |  
|Total                                                                                        |  | $     | 666,999 |  |             | $ | (3,431,733 | )               |  | $ | (2,764,734 | )











F-17








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                             |  | 2014  |         |  | 2014      |   |            | 2014            |  |   | 2014*      |  
|-------------------------------------------------------------------------------------------- |  | ----- | ------- |  | --------- | - | ---------- | --------------- |  | - | ---------- | -
|                                                                                             |  | Asset |         |  | Liability |   |            | (Charged) / Net |  |   | Movement   |  
|Adjustment for IFRS purposes (deductible/taxable for local tax rules in future fiscal years) |  |       |         |  |           |   |            |                 |  |   |            |  
|Writing off of intangibles                                                                   |  | $     | 754,518 |  |           | $ | –          |                 |  | $ | 754,518    |  
|Writing off of leasing agreements entry fee                                                  |  |       | 190     |  |           |   | –          |                 |  |   | 190        |  
|Writing off of tangibles                                                                     |  |       | –       |  |           |   | (67,457    | )               |  |   | (67,457    | )
|Accounting of lease contracts according to IAS 17                                            |  |       | –       |  |           |   | (1,950,996 | )               |  |   | (1,950,996 | )
|Accounting of investment properties according to fair value                                  |  |       | –       |  |           |   | (2,553,242 | )               |  |   | (2,553,242 | )
|Mark to market on derivative instruments                                                     |  |       | 69,454  |  |           |   | –          |                 |  |   | 69,454     |  
|Other temporary differences                                                                  |  |       |         |  |           |   |            |                 |  |   |            |  
|Bad debt provision                                                                           |  |       | 9,451   |  |           |   | –          |                 |  |   | 9,451      |  
|Others                                                                                       |  |       | –       |  |           |   | –          |                 |  |   | –          |  
|Total                                                                                        |  | $     | 833,613 |  |           | $ | (4,571,695 | )               |  | $ | (3,738,082 | )



*Restated for discontinued operations (see note 10 — Discontinued
Operations)



Note 10 — Discontinued Operations



Seba Unwinding



On December 18, 2014, the Company ceased
control of Seba through the closing of the Seba Purchase Agreement in exchange for the return of 497,308 of the Company’s
shares. Seba’s operating results from January 1, 2014 to December 18, 2014 is reported as discontinued operations in the
Group’s consolidated statements of income/(loss) and comprehensive income/(loss) for the year ended December 31, 2014.



This unwinding transaction in substance
is returning the financial asset (Seba) to the original seller in exchange for the price the Company had paid for at the Business
Combination. Based on the considerations of: (1) the transfer of control and risk of Seba acquired at Business Combination (an
asset on its entirety) back to its original owner, not an unrelated third party, and (2) the Company did not in action seek any
gain from this transfer of Seba, and (3) there was no additional consideration in exchange to the common stock issued to the former
owners. Management deemed the unwinding to be a derecognition of financial asset in substance. With this consideration, the management
is derecognizing the acquisition of Seba in accordance to IAS 39 (IAS 39.16 – derecognition of a financial asset in its entirety).



The results of Seba for the year ended December 31, 2014 are
presented below:



|Rental income                                               |  | $ | 1,170,255  |  
|----------------------------------------------------------- |  | - | ---------- | -
|Other revenues                                              |  |   | 159,257    |  
|Expenses                                                    |  |   | (384,953   | )
|Operating income                                            |  |   | 944,559    |  
|Finance costs                                               |  |   | (1,152,416 | )
|Loss before tax from discontinued operations                |  |   | (207,857   | )
|Tax expense, current                                        |  |   | (152,916   | )
|Deferred tax credit                                         |  |   | 59,319     |  
|Net loss from discontinued operations                       |  |   | (301,454   | )
|Loss on foreign currency exchange on discontinued operation |  |   | (426,410   | )
|Loss from discontinued operations                           |  | $ | (727,864   | )











F-18








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



Net cash flows for Seba are as follows:



|Operating       |  | $ | 2,227,623  |  
|--------------- |  | - | ---------- | -
|Investing       |  |   | 1,305      |  
|Financing       |  |   | (2,178,858 | )
|Net cash inflow |  | $ | 50,070     |  



|Loss per share:                                     |  |   |      
|--------------------------------------------------- |  | - | -----
|Basic loss per share from discontinued operations   |  | $ | (0.23
|Diluted loss per share from discontinued operations |  | $ | (0.22



The following is a condensed statement
of financial position for Seba as of December 18, 2014 (date of disposition):



|Investment properties        |  | $ | 16,924,707 | 
|---------------------------- |  | - | ---------- | 
|Other current assets         |  |   | 354,431    | 
|Total Assets                 |  | $ | 17,279,138 | 
|                             |  |   |            | 
|Stockholders' equity         |  | $ | 3,243,538  | 
|Loans & borrowings           |  |   | 12,195,383 | 
|Other Liabilities            |  |   | 1,840,217  | 
|Total equity and liabilities |  | $ | 17,279,138 | 



SIM Sale



On July 7, 2015, the Company ceased control
of SIM through the closing of the SIM Purchase Agreement in exchange for the return of 220,000 of the Company’s shares. Total
consideration received for the sale was $879,914. The net carrying value of SIM on July 7, 2015 was $912,254. As a result, the
Group has recognized a loss of $32,340 on the sale of SIM. SIM’s operating results from January 1, 2015 to July 7, 2015 and
for the year ended December 31, 2014 is reported as discontinued operations on the Group’s consolidated statements of income/(loss)
and comprehensive income/(loss) for the years ended December 31, 2015 and 2014.



The results of SIM for the years ended
December 31 are presented below:



|                                                            |  | 2015 |          |   | 2014 |  
|----------------------------------------------------------- |  | ---- | -------- | - | ---- | -
|Rental income                                               |  | $    | 65,110   |   |      | $
|Other revenues                                              |  |      | 9,021    |   |      |  
|Expenses                                                    |  |      | (96,857  | ) |      |  
|Operating (loss)/income                                     |  |      | (22,726  | ) |      |  
|Finance costs                                               |  |      | (18,564  | ) |      |  
|Loss before tax from discontinued operations                |  |      | (41,290  | ) |      |  
|Deferred tax expense                                        |  |      | (15,488  | ) |      |  
|Net loss from discontinued operations                       |  |      | (56,778  | ) |      |  
|Loss on foreign currency exchange on discontinued operation |  |      | (248,359 | ) |      |  
|Loss from discontinued operations                           |  | $    | (305,137 | ) |      | $



|Loss per share:                                     |  | 2015 |       |   | 2014 |  
|--------------------------------------------------- |  | ---- | ----- | - | ---- | -
|Basic loss per share from discontinued operations   |  | $    | (0.13 | ) |      | $
|Diluted loss per share from discontinued operations |  | $    | (0.13 | ) |      | $



Net cash flows for SIM are as follows:



|                          |  | 2015 |          |   | 2014 |  
|------------------------- |  | ---- | -------- | - | ---- | -
|Operating                 |  | $    | 377,117  |   |      | $
|Investing                 |  |      | (1,339   | ) |      |  
|Financing                 |  |      | (389,425 | ) |      |  
|Net cash inflow/(outflow) |  | $    | (13,647  | ) |      | $











F-19








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



The following is a condensed statement
of financial position for SIM as of July 7, 2015 (date of disposition):



|Investment properties        |  | $ | 2,672,288 |  
|---------------------------- |  | - | --------- | -
|Other current assets         |  |   | (255,710  | )
|Total assets                 |  | $ | 2,416,578 |  
|                             |  |   |           |  
|Stockholder's equity         |  | $ | 912,255   |  
|Loans & borrowings           |  |   | 1,382,295 |  
|Other Liabilities            |  |   | 122,028   |  
|Total equity and liabilities |  | $ | 2,416,578 |  



Note 11 – 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
| | - | --------------------------------



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 consolidated 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 and other 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, 2016 |         |  | December 31, 2015 |   |         | December 31, 2014 | 
|--------------------------- |  | ----------------- | ------- |  | ----------------- | - | ------- | ----------------- | 
|Cash and cash equivalents   |  | $                 | 55,393  |  |                   | $ | 134,574 |                   | 
|Trade and other receivables |  |                   | 900,077 |  |                   |   | 842,879 |                   | 
|Total financial assets      |  | $                 | 955,470 |  |                   | $ | 977,453 |                   | 











F-20








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



Financial liabilities

|                                       |  | December 31, 2016                                          |         |  | December 31, 2015                       |   |            | December 31, 2014                                          | 
|-------------------------------------- |  | ---------------------------------------------------------- | ------- |  | --------------------------------------- | - | ---------- | ---------------------------------------------------------- | 
|                                       |  | 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               |  | $                                                          | –       |  |                                         | $ | 5,994,904  |                                                            | 
|Loans and borrowings and notes payable |  |                                                            | –       |  |                                         |   | 27,834,144 |                                                            | 
|Derivatives financial liabilities      |  |                                                            | 794,235 |  |                                         | $ | –          |                                                            | 
|Total financial liabilities            |  | $                                                          | 794,235 |  |                                         | $ | 33,829,048 |                                                            | 



Financial instruments measured at fair value

|                                                                |  | Fair value measurements at December 31, 2016 using |  
|--------------------------------------------------------------- |  | -------------------------------------------------- | -
|                                                                |  | Level 1                                            |  
|Financial liabilities                                           |  |                                                    |  
|Derivative financial liabilities – convertible promissory notes |  | $                                                  | –



|                                                                |  | Fair value measurements at December 31, 2015 using |  
|--------------------------------------------------------------- |  | -------------------------------------------------- | -
|                                                                |  | Level 1                                            |  
|Financial liabilities                                           |  |                                                    |  
|Derivative financial liabilities – convertible promissory notes |  |                                                    | –
|Derivative financial liabilities – interest rate swap agreement |  |                                                    | –
|Total financial liabilities                                     |  | $                                                  | –



|                                                                 |  | Fair value measurements at December 31, 2014 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 much 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. Europe experienced a general slowdown in its economy, especially in
Italy during 2014 and 2015, with a slight improvement in the economic trend in Italy during 2016.



Related to fund requirements



Operations may not generate adequate financial
resources for operations. The Group may need to raise necessary financial resources by obtaining new loans. If the Group attempts
to obtain new loans in the future, management believes that the Group may encounter higher interest rate spreads and greater difficulties
in obtaining long-term loans in comparison to the past.









F-21








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



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 to interest rates).
| | - | ------------------------------------------------



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.



The Group’s cash is held with the
following institutions:



|Description                                              |  | Rating |      |  | December 31, 2016 |   |        | December 31, 2015 |  |   | December 31, 2014 | 
|-------------------------------------------------------- |  | ------ | ---- |  | ----------------- | - | ------ | ----------------- |  | - | ----------------- | 
|                                                         |  |        |      |  |                   |   |        |                   |  |   |                   | 
|Cassa Rurale e Artigiana di Binasco Credito Coorperativo |  |        | N/A  |  |                   | $ | 28,016 |                   |  | $ | 87,046            | 
|Banca Popolare di Vicenza                                |  |        | CCC  |  |                   |   | 8,942  |                   |  |   | 10,244            | 
|Banca Cassa di Risparmio di Asti                         |  |        | N/A  |  |                   |   | 5,296  |                   |  |   | 6,527             | 
|First Republic Bank                                      |  |        | A-   |  |                   |   | 4,467  |                   |  |   | 22,989            | 
|Bank of China                                            |  |        | A    |  |                   |   | 3,246  |                   |  |   | 1,406             | 
|ING Luxembourg                                           |  |        | A    |  |                   |   | 2,980  |                   |  |   | 2,831             | 
|Banca Intesa Sanpaolo                                    |  |        | BBB+ |  |                   |   | 1,556  |                   |  |   | 1,200             | 
|Banca Popolare Commercio e Industria                     |  |        | C+   |  |                   |   | 417    |                   |  |   | 1,781             | 
|M&T Bank                                                 |  |        | A-   |  |                   |   | –      |                   |  |   | 427               | 
|Banca Popolare di Sondrio                                |  |        | BBB  |  |                   |   | –      |                   |  |   | –                 | 
|Unicredit                                                |  |        | BBB+ |  |                   |   | –      |                   |  |   | –                 | 
|Total cash at bank                                       |  |        |      |  |                   | $ | 54,920 |                   |  | $ | 134,451           | 



Accounts at the institutions in United
States are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $250,000. Accounts at the institutions in Italy
are guaranteed by Interbank Deposit Protection Fund for up to €100,000. The Company performs ongoing evaluations of these
institutions to limit its concentration of risk exposure.



Foreign exchange risk



The Subsidiaries transactions are denominated
in Euros. Therefore, the fair value of the investment properties may decrease if the Euro to US dollar exchange rate decreases,
while the loans and borrowings would decrease accordingly. Management believes the foreign exchange risk the Group encounters is
relatively low.



Liquidity risk



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, and obtaining adequate credit facilities and the systematic monitoring of the forecast
liquidity conditions.











F-22








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



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



|At December 31, 2016             |  | Up to 1 year |            |  | Between 1 and 5 years |   |           | Over 5 years |  |   | Total      | 
|-------------------------------- |  | ------------ | ---------- |  | --------------------- | - | --------- | ------------ |  | - | ---------- | 
|                                 |  |              |            |  |                       |   |           |              |  |   |            | 
|Trade and other payables         |  | $            | 5,914,549  |  |                       | $ | 80,355    |              |  | $ | –          | 
|Loans and borrowings             |  |              | 4,206,847  |  |                       |   | 5,021,073 |              |  |   | 16,089,243 | 
|Notes payable to stockholders    |  |              | 2,516,981  |  |                       |   | –         |              |  |   | –          | 
|Derivative financial liabilities |  |              | 794,235    |  |                       |   | –         |              |  |   | –          | 
|Total                            |  | $            | 13,432,612 |  |                       | $ | 5,101,428 |              |  | $ | 16,089,243 | 



|At December 31, 2015             |  | Up to 1 year |            |  | Between 1 and 5 years |   |           | Over 5 years |  |   | Total      | 
|-------------------------------- |  | ------------ | ---------- |  | --------------------- | - | --------- | ------------ |  | - | ---------- | 
|                                 |  |              |            |  |                       |   |           |              |  |   |            | 
|Trade and other payables         |  | $            | 5,372,684  |  |                       | $ | –         |              |  | $ | –          | 
|Loans and borrowings             |  |              | 5,087,208  |  |                       |   | 4,034,053 |              |  |   | 17,686,726 | 
|Notes payable to stockholders    |  |              | 1,328,263  |  |                       |   | –         |              |  |   | –          | 
|Derivative financial liabilities |  |              | 2,733,836  |  |                       |   | –         |              |  |   | –          | 
|Total                            |  | $            | 14,521,991 |  |                       | $ | 4,034,053 |              |  | $ | 17,686,726 | 



|At December 31, 2014             |  | Up to 1 year |            |  | Between 1 and 5 years |   |           | Over 5 years |  |   | Total     | 
|-------------------------------- |  | ------------ | ---------- |  | --------------------- | - | --------- | ------------ |  | - | --------- | 
|                                 |  |              |            |  |                       |   |           |              |  |   |           | 
|Trade and other payables         |  | $            | 5,311,130  |  |                       | $ | –         |              |  | $ | –         | 
|Loans and borrowings             |  |              | 23,146,771 |  |                       |   | 2,028,761 |              |  |   | 7,092,648 | 
|Notes payable to stockholders    |  |              | 1,677,538  |  |                       |   | –         |              |  |   | –         | 
|Derivative financial liabilities |  |              | 221,191    |  |                       |   | –         |              |  |   | –         | 
|Total                            |  | $            | 30,356,630 |  |                       | $ | 2,028,761 |              |  | $ | 7,092,648 | 



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 12 — 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.





F-23








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



Future minimum rental receivable under
non-cancellable operating leases as of December 31, 2016, 2015 and 2014 (with and without SIM) are as follows:



|                                        |  | 2016 |           |  | 2015 |   |            | 2014 (without SIM) |  |   | 2014 (with SIM) | 
|--------------------------------------- |  | ---- | --------- |  | ---- | - | ---------- | ------------------ |  | - | --------------- | 
|Within 1 year                           |  | $    | 2,333,431 |  |      | $ | 2,286,079  |                    |  | $ | 2,989,757       | 
|After 1 year, but not more than 5 years |  |      | 7,015,823 |  |      |   | 7,152,466  |                    |  |   | 9,994,180       | 
|More than 5 years                       |  |      | 180,079   |  |      |   | 1,183,002  |                    |  |   | 2,533,810       | 
|Total                                   |  | $    | 9,529,333 |  |      | $ | 10,621,547 |                    |  | $ | 15,517,747      | 



The decrease from 2015 to 2016 was due
to the passage of time shortening the non-cancellable portion of the lease terms. The significant decrease from 2014 to 2015 is
due to the unwinding of Seba and Sale of SIM, respectively, and hence the transfer of the future rental receivable to its current
owners.



Note 13 — Earnings/(loss) per share



Basic and diluted earnings/(loss) per share
is computed by dividing profit/(loss) for the year by the weighted-average number of ordinary shares outstanding during the period.



Potentially dilutive securities include:



|                                                                                                             |  | Year ended December 31, 2016 |           |  | Year ended December 31, 2015 |  |           | Year ended December 31, 2014 | 
|------------------------------------------------------------------------------------------------------------ |  | ---------------------------- | --------- |  | ---------------------------- |  | --------- | ---------------------------- | 
|                                                                                                             |  |                              |           |  |                              |  |           |                              | 
|Warrants to purchase common stock                                                                            |  |                              | 6,733,292 |  |                              |  | 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 and other related parties subject to possible conversion |  |                              | 99,243    |  |                              |  | 113,385   |                              | 
|Convertible promissory notes issued to shareholder subject to possible conversion                            |  |                              | 1,744,603 |  |                              |  | 1,392,602 |                              | 
|Options to purchase common stock                                                                             |  |                              | 374,650   |  |                              |  | 107,813   |                              | 
|Total potential dilutive securities                                                                          |  |                              | 8,951,788 |  |                              |  | 9,284,854 |                              | 



The exercise price of the Company’s warrants to purchase
common stock is $5.00, expiring on March 30, 2018. The warrants may be called for redemption by the Company only if the last sale
price of its ordinary shares on the stock exchange equals or exceeds $15.00 per share for any 20 trading days within a 30 trading
day period. During 2016, the Company recognized the forfeiture of 507,762 shares underlying warrants pursuant to the founders’
units issued at the Company’s IPO in 2011 (see note 19 — Shareholders’ Equity).



The exercise price of the 215,000 units
underlying the unit purchase option (“UPO”) issued to underwriters was $12.00 and expired on March 24, 2016. No UPO’s
were exercised through the expiration date.



The warrants, UPO, options to purchase
common stock, and the convertible promissory notes subject to possible conversion are excluded from the computation of fully diluted
earnings/(loss) per share as of December 31, 2016 and 2015, as their effect is anti-dilutive due to the net loss at the year end.
As of December 31, 2014, the warrants, UPO, and options to purchase common stocks are excluded due to the exercise price being
below the market price and hence their effect is anti-dilutive. However, the convertible promissory notes subject to possible conversion
are included in the computation of fully diluted earnings/(loss) per share due to its dilutive effect.









F-24








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



The following reflects the basic and diluted
earnings/(loss) per share for the year ended December 31:



|Basic earnings/(loss) per share       |  | 2016 |       |   | 2015 |   |       | 2014 | 
|------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | ---- | 
|                                      |  |      |       |   |      |   |       |      | 
|From continuing operations            |  | $    | (0.29 | ) |      | $ | (3.16 | )    | 
|From discontinued operations          |  |      | –     |   |      |   | (0.13 | )    | 
|Total basic earnings/(loss) per share |  | $    | (0.29 | ) |      | $ | (3.29 | )    | 



|Diluted earnings/(loss) per share       |  | 2016 |       |   | 2015 |   |       | 2014 | 
|--------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | ---- | 
|                                        |  |      |       |   |      |   |       |      | 
|From continuing operations              |  | $    | (0.29 | ) |      | $ | (3.16 | )    | 
|From discontinued operations            |  |      | –     |   |      |   | (0.13 | )    | 
|Total diluted earnings/(loss) per share |  | $    | (0.29 | ) |      | $ | (3.29 | )    | 



The earnings/(loss) and weighted average number of ordinary
shares used in the calculation of basic earnings/(loss) per share for the year ended December 31 are as follows:



|Basic earnings/(loss) per share                                                                                           |  | 2016 |           |   | 2015 |   |            | 2014 | 
|------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | ---------- | ---- | 
|                                                                                                                          |  |      |           |   |      |   |            |      | 
|Earnings/(loss) used in the calculation of basic earnings/(loss) per share                                                |  | $    | (565,144  | ) |      | $ | (7,256,549 | )    | 
|Loss from discontinued operations used in the calculation of basic earnings/(loss) per share from discontinued operations |  |      | –         |   |      |   | (56,778    | )    | 
|Loss on foreign currency exchange on discontinued operations                                                              |  |      | –         |   |      |   | (248,359   | )    | 
|Earnings/(loss) used in the calculation of diluted earnings per share                                                     |  | $    | (565,144  | ) |      | $ | (7,561,686 | )    | 
|                                                                                                                          |  |      |           |   |      |   |            |      | 
|Weighted average number of ordinary shares for basic earnings/(loss) per share                                            |  |      | 1,954,651 |   |      |   | 2,299,462  |      | 



The earnings/(loss) and weighted average
number of ordinary shares used in the calculation of diluted earnings/(loss) per share for the year ended December 31 are as follows:



|Diluted earnings/(loss) per share                                                                                         |  | 2016 |           |   | 2015 |   |            | 2014 | 
|------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | ---------- | ---- | 
|                                                                                                                          |  |      |           |   |      |   |            |      | 
|Earnings/(loss) used in the calculation of basic earnings/(loss) per share                                                |  | $    | (565,144  | ) |      | $ | (7,256,549 | )    | 
|Interest on convertible promissory notes                                                                                  |  |      | –         |   |      |   | –          |      | 
|Earnings/(loss) used in the calculation of diluted earnings/(loss) per share                                              |  |      | (565,144  | ) |      |   | (7,256,549 | )    | 
|Loss from discontinued operations used in the calculation of basic earnings/(loss) per share from discontinued operations |  |      | –         |   |      |   | (56,778    | )    | 
|Loss on foreign currency exchange on discontinued operations                                                              |  |      | –         |   |      |   | (248,359   | )    | 
|Earnings/(loss) used in the calculation of diluted earnings/(loss) per share                                              |  | $    | (565,144  | ) |      | $ | (7,561,686 | )    | 
|                                                                                                                          |  |      |           |   |      |   |            |      | 
|Weighted average number of ordinary shares used in the calculation of basic earnings/(loss) per share                     |  |      | 1,954,651 |   |      |   | 2,299,462  |      | 
|Shares deemed to be issued for no consideration:                                                                          |  |      |           |   |      |   |            |      | 
|Convertible promissory notes                                                                                              |  |      | –         |   |      |   | –          |      | 
|Weighted average number of ordinary shares used in the calculation of diluted earnings/(loss) per share                   |  |      | 1,954,651 |   |      |   | 2,299,462  |      | 









F-25








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



Note 14 — Property and Equipment



The table below shows the detailed movements
which occurred in property and equipment during the years ended December 31, 2016, 2015 and 2014, 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, 2014   |  |                     | 273,964  |   |                                     |   | 1,112 |                                     |  |   | 12,521 |  
|Additions                    |  |                     | 3,926    |   |                                     |   | –     |                                     |  |   | 2,478  |  
|Disposals                    |  |                     | (12,457  | ) |                                     |   | –     |                                     |  |   | (2,177 | )
|Revaluations                 |  |                     | (31,083  | ) |                                     |   | (123  | )                                   |  |   | (825   | )
|Balance at December 31, 2014 |  | $                   | 234,350  |   |                                     | $ | 989   |                                     |  | $ | 11,997 |  
|Additions                    |  |                     | 5,271    |   |                                     |   | –     |                                     |  |   | 5,289  |  
|Disposals                    |  |                     | (134,448 | ) |                                     |   | –     |                                     |  |   | –      |  
|Revaluations                 |  |                     | (15,307  | ) |                                     |   | (91   | )                                   |  |   | (511   | )
|Balance at December 31, 2015 |  | $                   | 89,866   |   |                                     | $ | 898   |                                     |  | $ | 16,775 |  
|Additions                    |  |                     | –        |   |                                     |   | –     |                                     |  |   | 1,480  |  
|Disposals                    |  |                     | –        |   |                                     |   | –     |                                     |  |   | –      |  
|Revaluations                 |  |                     | (120     | ) |                                     |   | (22   | )                                   |  |   | (211   | )
|Balance at December 31, 2016 |  | $                   | 89,746   |   |                                     | $ | 876   |                                     |  | $ | 18,044 |  



|Accumulated depreciation                         |  | Plant and machinery |         |  | Industrial and commercial equipment |   |     | Office and office-related equipment |  |   | Total  | 
|------------------------------------------------ |  | ------------------- | ------- |  | ----------------------------------- | - | --- | ----------------------------------- |  | - | ------ | 
|Balance at January 1, 2014                       |  |                     | 18,730  |  |                                     |   | 108 |                                     |  |   | 3,002  | 
|Depreciation charge for the year                 |  |                     | 66,449  |  |                                     |   | –   |                                     |  |   | 2,103  | 
|Balance at December 31, 2014                     |  | $                   | 85,179  |  |                                     | $ | 108 |                                     |  | $ | 5,105  | 
|Depreciation charge for the year                 |  |                     | 469     |  |                                     |   | –   |                                     |  |   | 3,114  | 
|Balance at December 31, 2015                     |  | $                   | 85,648  |  |                                     | $ | 108 |                                     |  | $ | 8,219  | 
|Depreciation charge for the year                 |  |                     | 495     |  |                                     |   | –   |                                     |  |   | 3,149  | 
|Balance at December 31, 2016                     |  | $                   | 86,143  |  |                                     | $ | 108 |                                     |  | $ | 11,368 | 
|                                                 |  |                     |         |  |                                     |   |     |                                     |  |   |        | 
|Property and equipment, net at December 31, 2014 |  | $                   | 149,171 |  |                                     | $ | 881 |                                     |  | $ | 6,892  | 
|                                                 |  |                     |         |  |                                     |   |     |                                     |  |   |        | 
|Property and equipment, net at December 31, 2015 |  | $                   | 4,218   |  |                                     | $ | 790 |                                     |  | $ | 8,556  | 
|                                                 |  |                     |         |  |                                     |   |     |                                     |  |   |        | 
|Property and equipment, net at December 31, 2016 |  | $                   | 3,603   |  |                                     | $ | 768 |                                     |  | $ | 6,676  | 





Revaluations of the property and equipment
arise from decreases in the 2016, 2015 and 2014 year-end Euro currency exchange rate as compared to the US Dollar from the prior
year.



Note 15 — Investment Properties



Investment properties were valued on December
31, 2016, 2015 and 2014 using the discounted cash flow (DCF) method by an independent qualified professional valuation expert.
The methods and assumptions adopted for the real estate appraisals carried out by the expert in determining the fair value of the
investment property are in accordance with IAS 40, Investment Property.



The Group currently has no obligations
to purchase, construct new investment properties or develop the existing investment properties.











F-26








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



Investment properties valuation at December
31, 2016, 2015 and 2014 are shown in the table below:



|Cost or valuation                 |  | Investment Properties |            
|--------------------------------- |  | --------------------- | -----------
|Balance at January 1, 2014        |  | $                     | 72,877,131 
|Additions                         |  |                       | –          
|Disposals                         |  |                       | (18,973,683
|Revaluation adjustment            |  |                       | 290,425    
|Currency exchange rate adjustment |  |                       | (6,564,336 
|Balance at December 31, 2014      |  | $                     | 47,629,537 
|Additions                         |  |                       | –          
|Disposals                         |  |                       | (3,412,482 
|Revaluation adjustment            |  |                       | (2,271,703 
|Currency exchange rate adjustment |  |                       | (4,538,269 
|Balance at December 31, 2015      |  | $                     | 37,407,083 
|Additions                         |  |                       | –          
|Disposals                         |  |                       | –          
|Revaluation adjustment            |  |                       | (563,477   
|Currency exchange rate adjustment |  |                       | (1,057,553 
|Balance at December 31, 2016      |  | $                     | 35,786,053 



Details of the investment properties is as follows:

|Location, address                 |  | 2016 Fair Value, Level 3 |            |  | 2015 Fair Value, Level 3 |   |            | 2014 Fair Value, Level 3 | 
|--------------------------------- |  | ------------------------ | ---------- |  | ------------------------ | - | ---------- | ------------------------ | 
|Milano, Corso Europa 22           |  | $                        | 5,339,312  |  |                          | $ | 5,565,238  |                          | 
|Buccinasco, Via Lucania 2-4-6     |  |                          | 16,492,776 |  |                          |   | 17,396,117 |                          | 
|Buccinasco, Via Privata Mulino 24 |  |                          | 981,336    |  |                          |   | 1,096,759  |                          | 
|Buccinasco, Via Lazio 95          |  |                          | 3,703,752  |  |                          |   | 3,887,522  |                          | 
|Buccinasco, Via Bruno Buozzi 22   |  |                          | 849,436    |  |                          |   | 879,579    |                          | 
|Buccinasco, Via Emilia 30         |  |                          | 162,501    |  |                          |   | 166,143    |                          | 
|Assago, Via Isaac Newton 9        |  |                          | –          |  |                          |   | –          |                          | 
|Rozzano, Milanofiori, Building A5 |  |                          | 2,437,512  |  |                          |   | 2,454,134  |                          | 
|Rozzano, Milanofiori, Building N1 |  |                          | 3,397,744  |  |                          |   | 3,464,021  |                          | 
|Rozzano, Milanofiori, Building Q5 |  |                          | 1,018,268  |  |                          |   | 1,031,605  |                          | 
|Rozzano, Milanofiori, Building Q7 |  |                          | 1,403,416  |  |                          |   | 1,465,965  |                          | 
|Total                             |  | $                        | 35,786,053 |  |                          | $ | 37,407,083 |                          | 



At December 31, 2016, 2015 and 2014, all
investment properties are in the commercial rental category.



The significant decrease in the 2015 fair
value of the total commercial rental properties from 2014 is primarily due to the sale of SIM in July 2015. SIM’s sole asset
consisted of the property located at Via Newton 9, Milan, Italy. Separately in April 2015, the Group sold a small portion of the
investment property on Via Buozzi in Buccinascao consisting of two warehouse spaces. The Group retained the ownership of the remaining
portion of the property after the sale. The decrease in the 2015 fair value of the property at Corso Europa is primarily due to
certain office spaces vacant for a period of time during 2015 and the rental income from the new replacement tenants being lower
than the prior tenants, affecting the overall income stream assumption used in the DCF method valuation. The overall reduction
of the portfolio’s fair value from 2015 to 2016 mainly reflects the 2.83% decrease in the 2016 year-end Euro currency exchange
rate, compared to the US Dollar from the prior year.



The portfolio of properties has low vacancy
rates. The properties have an average lease expiration of approximately 6 years. The properties comprising the portfolio are commercial
real estate assets.



During 2015 and 2014, 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.
During 2016, the general economy in Italy has improved, compared to 2015. The largest improvement in the real estate sector in
Milan was in the residential assets; while in the commercial market, transactions slightly increased with a stable stream of bids
and demand. In the office market, Milan’s market was stationary. In the warehouse and industrial real estate segment, the
demand has grown slightly over prior year.













F-27








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



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 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, extraordinary 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 at Corso Europa 22 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 has set up a policy of engaging
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 is reviewed by the Group’s CEO, CFO, and
certain members of the Board of Directors.



The summary of the unobservable inputs used for the year ended
December 31, 2016 are as follow:



|Property                          |   | Fair Value |  | Valuation technique |  | Key unobservable inputs |  | Inputs used            
|--------------------------------- | - | ---------- |  | ------------------- |  | ----------------------- |  | -----------------------
|                                  |   |            |  |                     |  |                         |  |                        
|Milano, Corso Europa 22           | $ | 5,339,312  |  | DCF                 |  | ERV                     |  | $475 per sq meter      
|                                  |   |            |  |                     |  | Rental growth p.a.      |  | 0.975% to 1.5%         
|                                  |   |            |  |                     |  | Discount rate           |  | 4.96%                  
|                                  |   |            |  |                     |  | Cap rate                |  | 4.3%                   
|                                  |   |            |  |                     |  |                         |  |                        
|Buccinasco, Via Lucania 2-4-6     |   | 16,492,776 |  | DCF                 |  | ERV                     |  | $88 per sq meter       
|                                  |   |            |  |                     |  | Rental growth p.a.      |  | 0.975% to 1.5%         
|                                  |   |            |  |                     |  | Discount rate           |  | 8.56%                  
|                                  |   |            |  |                     |  | Cap rate                |  | 7.5%                   
|                                  |   |            |  |                     |  |                         |  |                        
|Buccinasco, Via Privata Mulino 24 |   | 981,336    |  | DCF                 |  | ERV                     |  | $185 per sq meter      
|                                  |   |            |  |                     |  | Rental growth p.a.      |  | 0.975% to 1.5%         
|                                  |   |            |  |                     |  | Discount rate           |  | 7.36%                  
|                                  |   |            |  |                     |  | Cap rate                |  | 6.9%                   
|                                  |   |            |  |                     |  |                         |  |                        
|Buccinasco, Via Lazio 95          |   | 3,703,752  |  | DCF                 |  | ERV                     |  | $73 - $103 per sq meter
|                                  |   |            |  |                     |  | Rental growth p.a.      |  | 0.975% to 1.5%         
|                                  |   |            |  |                     |  | Discount rate           |  | 8.66%                  
|                                  |   |            |  |                     |  | Cap rate                |  | 7.5%                   
|                                  |   |            |  |                     |  |                         |  |                        
|Buccinasco, Via Bruno Buozzi 22   |   | 849,436    |  | DCF                 |  | ERV                     |  | $103 per sq meter      
|                                  |   |            |  |                     |  | Rental growth p.a.      |  | 0.975% to 1.5%         
|                                  |   |            |  |                     |  | Discount rate           |  | 6.86%                  
|                                  |   |            |  |                     |  | Cap rate                |  | 5.6%                   









F-28








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



|Buccinasco, Via Emilia 30         |   | 162,501    |  | DCF |  | ERV                |  | $61 per sq meter, $422 per parking space 
|--------------------------------- | - | ---------- |  | --- |  | ------------------ |  | -----------------------------------------
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.975% to 1.5%                           
|                                  |   |            |  |     |  | Discount rate      |  | 8.76%                                    
|                                  |   |            |  |     |  | Cap rate           |  | 7.6%                                     
|                                  |   |            |  |     |  |                    |  |                                          
|Rozzano, Milanofiori, Building A5 |   | 2,437,512  |  | DCF |  | ERV                |  | $135 per sq meter, $950 per parking space
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.975% to 1.5%                           
|                                  |   |            |  |     |  | Discount rate      |  | 6.86%                                    
|                                  |   |            |  |     |  | Cap rate           |  | 5.6%                                     
|                                  |   |            |  |     |  |                    |  |                                          
|Rozzano, Milanofiori, Building N1 |   | 3,397,744  |  | DCF |  | ERV                |  | $74 - $135 per sq meter                  
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.975% to 1.5%                           
|                                  |   |            |  |     |  | Discount rate      |  | 6.86%                                    
|                                  |   |            |  |     |  | Cap rate           |  | 5.6%                                     
|                                  |   |            |  |     |  |                    |  |                                          
|Rozzano, Milanofiori, Building Q5 |   | 1,018,268  |  | DCF |  | ERV                |  | $135 per sq meter, $950 per parking space
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.975% to 1.5%                           
|                                  |   |            |  |     |  | Discount rate      |  | 6.86%                                    
|                                  |   |            |  |     |  | Cap rate           |  | 5.6%                                     
|                                  |   |            |  |     |  |                    |  |                                          
|Rozzano, Milanofiori, Building Q7 |   | 1,403,416  |  | DCF |  | ERV                |  | $135 per sq meter, $950 per parking space
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.975% to 1.5%                           
|                                  |   |            |  |     |  | Discount rate      |  | 6.86%                                    
|                                  |   |            |  |     |  | Cap rate           |  | 5.6%                                     
|                                  |   |            |  |     |  |                    |  |                                          
|Total                             | $ | 35,786,053 |  |     |  |                    |  |                                          



The summary of the unobservable inputs used for the year ended
December 31, 2015 are as follow:



|Property                          |   | Fair Value |  | Valuation technique |  | Key unobservable inputs |  | Inputs used            
|--------------------------------- | - | ---------- |  | ------------------- |  | ----------------------- |  | -----------------------
|                                  |   |            |  |                     |  |                         |  |                        
|Milano, Corso Europa 22           | $ | 5,565,238  |  | DCF                 |  | ERV                     |  | $499 per sq meter      
|                                  |   |            |  |                     |  | Rental growth p.a.      |  | 0.83% to 1.5%          
|                                  |   |            |  |                     |  | Discount rate           |  | 4.96%                  
|                                  |   |            |  |                     |  | Cap rate                |  | 4.3%                   
|                                  |   |            |  |                     |  |                         |  |                        
|Buccinasco, Via Lucania 2-4-6     |   | 17,396,117 |  | DCF                 |  | ERV                     |  | $91 per sq meter       
|                                  |   |            |  |                     |  | Rental growth p.a.      |  | 0.83% to 1.5%          
|                                  |   |            |  |                     |  | Discount rate           |  | 8.46%                  
|                                  |   |            |  |                     |  | Cap rate                |  | 7.4%                   
|                                  |   |            |  |                     |  |                         |  |                        
|Buccinasco, Via Privata Mulino 24 |   | 1,096,759  |  | DCF                 |  | ERV                     |  | $192 per sq meter      
|                                  |   |            |  |                     |  | Rental growth p.a.      |  | 0.83% to 1.5%          
|                                  |   |            |  |                     |  | Discount rate           |  | 7.26%                  
|                                  |   |            |  |                     |  | Cap rate                |  | 6.8%                   
|                                  |   |            |  |                     |  |                         |  |                        
|Buccinasco, Via Lazio 95          |   | 3,887,522  |  | DCF                 |  | ERV                     |  | $75 - $106 per sq meter
|                                  |   |            |  |                     |  | Rental growth p.a.      |  | 0.83% to 1.5%          
|                                  |   |            |  |                     |  | Discount rate           |  | 8.56%                  
|                                  |   |            |  |                     |  | Cap rate                |  | 7.4%                   
|                                  |   |            |  |                     |  |                         |  |                        
|Buccinasco, Via Bruno Buozzi 22   |   | 879,579    |  | DCF                 |  | ERV                     |  | $106 per sq meter      
|                                  |   |            |  |                     |  | Rental growth p.a.      |  | 0.83% to 1.5%          
|                                  |   |            |  |                     |  | Discount rate           |  | 6.86%                  
|                                  |   |            |  |                     |  | Cap rate                |  | 5.6%                   
|                                  |   |            |  |                     |  |                         |  |                        









F-29






PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



|Buccinasco, Via Emilia 30         |   | 166,143    |  | DCF |  | ERV                |  | $64 per sq meter, $434 per parking space 
|--------------------------------- | - | ---------- |  | --- |  | ------------------ |  | -----------------------------------------
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.83% to 1.5%                            
|                                  |   |            |  |     |  | Discount rate      |  | 8.66%                                    
|                                  |   |            |  |     |  | Cap rate           |  | 7.5%                                     
|                                  |   |            |  |     |  |                    |  |                                          
|Rozzano, Milanofiori, Building A5 |   | 2,454,134  |  | DCF |  | ERV                |  | $139 per sq meter, $977 per parking space
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.83% to 1.5%                            
|                                  |   |            |  |     |  | Discount rate      |  | 6.86%                                    
|                                  |   |            |  |     |  | Cap rate           |  | 5.6%                                     
|                                  |   |            |  |     |  |                    |  |                                          
|Rozzano, Milanofiori, Building N1 |   | 3,464,021  |  | DCF |  | ERV                |  | $76 - $139 per sq meter                  
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.83% to 1.5%                            
|                                  |   |            |  |     |  | Discount rate      |  | 6.86%                                    
|                                  |   |            |  |     |  | Cap rate           |  | 5.6%                                     
|                                  |   |            |  |     |  |                    |  |                                          
|Rozzano, Milanofiori, Building Q5 |   | 1,031,605  |  | DCF |  | ERV                |  | $139 per sq meter, $977 per parking space
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.83% to 1.5%                            
|                                  |   |            |  |     |  | Discount rate      |  | 6.86%                                    
|                                  |   |            |  |     |  | Cap rate           |  | 5.6%                                     
|                                  |   |            |  |     |  |                    |  |                                          
|Rozzano, Milanofiori, Building Q7 |   | 1,465,965  |  | DCF |  | ERV                |  | $139 per sq meter, $977 per parking space
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.83% to 1.5%                            
|                                  |   |            |  |     |  | Discount rate      |  | 6.86%                                    
|                                  |   |            |  |     |  | Cap rate           |  | 5.6%                                     
|Total                             | $ | 37,407,083 |  |     |  |                    |  |                                          



The summary of the unobservable inputs used for the year ended
December 31, 2014 are as follow:



|Property                          | Fair Value |            | Valuation technique |     | Key unobservable inputs |                    | Inputs used
|--------------------------------- | ---------- | ---------- | ------------------- | --- | ----------------------- | ------------------ | -----------
|                                  |            |            |                     |     |                         |                    |            
|Milano, Corso Europa 22           | $          | 7,768,842  |                     | DCF |                         | ERV                |            
|                                  |            |            |                     |     |                         | Rental growth p.a. |            
|                                  |            |            |                     |     |                         | Discount rate      |            
|                                  |            |            |                     |     |                         | Cap rate           |            
|                                  |            |            |                     |     |                         |                    |            
|Buccinasco, Via Lucania 2-4-6     |            | 19,760,934 |                     | DCF |                         | ERV                |            
|                                  |            |            |                     |     |                         | Rental growth p.a. |            
|                                  |            |            |                     |     |                         | Discount rate      |            
|                                  |            |            |                     |     |                         | Cap rate           |            
|                                  |            |            |                     |     |                         |                    |            
|Buccinasco, Via Privata Mulino 24 |            | 1,222,201  |                     | DCF |                         | ERV                |            
|                                  |            |            |                     |     |                         | Rental growth p.a. |            
|                                  |            |            |                     |     |                         | Discount rate      |            
|                                  |            |            |                     |     |                         | Cap rate           |            
|                                  |            |            |                     |     |                         |                    |            
|Buccinasco, Via Lazio 95          |            | 4,525,774  |                     | DCF |                         | ERV                |            
|                                  |            |            |                     |     |                         | Rental growth p.a. |            
|                                  |            |            |                     |     |                         | Discount rate      |            
|                                  |            |            |                     |     |                         | Cap rate           |            
|                                  |            |            |                     |     |                         |                    |            
|Buccinasco, Via Bruno Buozzi 22   |            | 1,512,625  |                     | DCF |                         | ERV                |            
|                                  |            |            |                     |     |                         | Rental growth p.a. |            
|                                  |            |            |                     |     |                         | Discount rate      |            
|                                  |            |            |                     |     |                         | Cap rate           |            
|                                  |            |            |                     |     |                         |                    |            









F-30








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



|Buccinasco, Via Emilia 30         |   | 193,616    |  | DCF |  | ERV                |  | $73 per sq meter, $484 per parking space   
|--------------------------------- | - | ---------- |  | --- |  | ------------------ |  | -------------------------------------------
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.75% to 1.5%                              
|                                  |   |            |  |     |  | Discount rate      |  | 8.2%                                       
|                                  |   |            |  |     |  | Cap rate           |  | 7.5%                                       
|                                  |   |            |  |     |  |                    |  |                                            
|Assago, Via Isaac Newton 9        |   | 2,952,644  |  | DCF |  | ERV                |  | $97 - $157 per sq meter                    
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.75% to 1.5%                              
|                                  |   |            |  |     |  | Discount rate      |  | 6.2%                                       
|                                  |   |            |  |     |  | Cap rate           |  | 5.5%                                       
|                                  |   |            |  |     |  |                    |  |                                            
|Rozzano, Milanofiori, Building A5 |   | 2,807,432  |  | DCF |  | ERV                |  | $48 - $169 per sq meter                    
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.75% to 1.5%                              
|                                  |   |            |  |     |  | Discount rate      |  | 6.4%                                       
|                                  |   |            |  |     |  | Cap rate           |  | 5.5%                                       
|                                  |   |            |  |     |  |                    |  |                                            
|Rozzano, Milanofiori, Building N1 |   | 4,053,835  |  | DCF |  | ERV                |  | $85 - $157 per sq meter                    
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.75% to 1.5%                              
|                                  |   |            |  |     |  | Discount rate      |  | 6.2%                                       
|                                  |   |            |  |     |  | Cap rate           |  | 5.5%                                       
|                                  |   |            |  |     |  |                    |  |                                            
|Rozzano, Milanofiori, Building Q5 |   | 1,173,797  |  | DCF |  | ERV                |  | $157 per sq meter, $1,089 per parking space
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.75% to 1.5%                              
|                                  |   |            |  |     |  | Discount rate      |  | 6.2%                                       
|                                  |   |            |  |     |  | Cap rate           |  | 5.5%                                       
|                                  |   |            |  |     |  |                    |  |                                            
|Rozzano, Milanofiori, Building Q7 |   | 1,657,837  |  | DCF |  | ERV                |  | $157 per sq meter, $1,089 per parking space
|                                  |   |            |  |     |  | Rental growth p.a. |  | 0.75% to 1.5%                              
|                                  |   |            |  |     |  | Discount rate      |  | 6.2%                                       
|                                  |   |            |  |     |  | Cap rate           |  | 5.5%                                       
|                                  |   |            |  |     |  |                    |  |                                            
|Total                             | $ | 47,629,537 |  |     |  |                    |  |                                            



Descriptions and definitions



Estimated rental value (ERV)



The rent at which space could be leased in the market conditions
prevailing at the date of valuation or the actual rental income of the property, whichever is higher.



Rental growth p.a. (per annum)



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).



Gross capitalization rate (Cap rate)



Rate used to estimate the value that the
property will be sold at the end of the rental period by capitalizing the final year’s gross income at an appropriate market
gross capitalization rate based on the ERV of the property.











F-31








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



Sensitivity analysis to significant changes in unobservable
inputs within Level 3 of the hierarchy



The significant unobservable inputs used
in the fair value measurement categorized within Level 3 of the fair value hierarchy of the entity’s portfolios of investment
property are:



| | ● | Estimated rental value (ERV)
| | - | ----------------------------
| | ● | Rental growth p.a.          
| | ● | Discount rate               
| | ● | Gross capitalization rate   



Significant increases (decreases) in the
ERV and rental growth p.a. in isolation would result in a significantly higher (lower) fair value measurement. Significant increases
(decreases) in the discount rate and gross capitalization rate in isolation would result in a significantly lower (higher) fair
value measurement.



Generally, a change in the assumption made
for the ERV is accompanied by a similar change in the rent growth p.a., discount rate, and gross capitalization rate.



Note 16 — Prepaid Expenses and Other Current Assets



Prepaid expenses and other current assets consist of the following
at December 31:



|                                                |  | 2016 |        |  | 2015 |   |         | 2014 | 
|----------------------------------------------- |  | ---- | ------ |  | ---- | - | ------- | ---- | 
|Prepaid expenses                                |  | $    | 66,958 |  |      | $ | 155,256 |      | 
|Other current assets                            |  |      | –      |  |      |   | –       |      | 
|Total prepaid expenses and other current assets |  | $    | 66,958 |  |      | $ | 155,256 |      | 



Other current assets consist of a non-interest
earning fixed deposit at a bank. This fixed deposit is a requirement by the finance lease creditor of one of the Subsidiaries in
connection with the finance lease. The amount of the fixed deposit is determined by the finance lease creditor with consideration
of the total value of the finance lease.



Note 17 — Trade and Other Receivables



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



|                                                                               |  | 2016 |         |   | 2015 |   |          | 2014 | 
|------------------------------------------------------------------------------ |  | ---- | ------- | - | ---- | - | -------- | ---- | 
|Trade receivables                                                              |  | $    | 154,642 |   |      | $ | 686,745  |      | 
|Less: bad debt provision                                                       |  |      | (50,426 | ) |      |   | (488,978 | )    | 
|Trade receivables, net                                                         |  |      | 104,216 |   |      |   | 197,767  |      | 
|Other receivables (taxes receivable, unbilled revenue and maintenance charges) |  |      | 652,724 |   |      |   | 645,112  |      | 
|Due from Lanati                                                                |  |      | –       |   |      |   | –        |      | 
|Total trade and other receivables, net current portion                         |  | $    | 756,940 |   |      | $ | 842,879  |      | 
|                                                                               |  |      |         |   |      |   |          |      | 
|Other receivables - taxes receivables                                          |  | $    | 143,137 |   |      | $ | –        |      | 
|Total trade and other receivables, net non-current portion                     |  | $    | 143,147 |   |      | $ | –        |      | 











F-32








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



Lanati was one of the sellers of the investment
properties and a current shareholder of the Group, and performed 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 from Lanati was $87,071 at December 31, 2014and the amount due to Lanati was $0 at December 31, 2014 (see note 24 —
Trade and Other Payables). In October 2014 and July 2015, the Group reached various agreements with Lanati for the offsetting of
certain receivables (due from Lanati) and payables (due to Lanati). The total amount offset in October 2014 and July 2015 was approximately
$1,926,217 and $1,544,265, respectively (see note 22 — Related Party Transactions and Balances).



Details of the Group’s bad debt provision at December
31 are as follows:



|                                                        |  | 2016 |          |   | 2015 |   |         | 2014 | 
|------------------------------------------------------- |  | ---- | -------- | - | ---- | - | ------- | ---- | 
|At January 1                                            |  | $    | 488,978  |   |      | $ | 521,111 |      | 
|Provided during the year                                |  |      | –        |   |      |   | 29,313  |      | 
|Receivable written off during the year as uncollectible |  |      | (35,612  | ) |      |   | (19,092 | )    | 
|Unused amount reversed                                  |  |      | (389,116 | ) |      |   | (30,840 | )    | 
|Currency exchange rate and other adjustment             |  |      | (13,824  | ) |      |   | (11,514 | )    | 
|At December 31                                          |  | $    | 50,426   |   |      | $ | 488,978 |      | 



Note 18 — Cash and Cash Equivalents



Cash and cash equivalents at December 31 is comprised of the
following:



|                               |  | 2016 |        |  | 2015 |   |         | 2014 | 
|------------------------------ |  | ---- | ------ |  | ---- | - | ------- | ---- | 
|Cash at bank                   |  | $    | 54,920 |  |      | $ | 134,451 |      | 
|Cash on hand                   |  |      | 473    |  |      |   | 123     |      | 
|Total cash and cash equivalent |  | $    | 55,393 |  |      | $ | 134,574 |      | 



Note 19 — 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.



On December 18, 2014, the Company ceased
control of Seba through the closing of the Seba Purchase Agreement in exchange for the return of 497,308 of the Company’s
shares. These shares were canceled immediately upon their return. Separately, 253,881 shares of the founders’ shares were
forfeited during 2014 as a result of pre-determined stock price target not being reached pursuant to conditions set forth during
the Company’s IPO in 2011.



On July 7, 2015, the Company ceased control
of SIM through the closing of the SIM Purchase Agreement in exchange for the return of 220,000 of the Company’s shares. 134,200
shares (61%) were canceled immediately upon their return, 85,800 shares (39%) remained as the Company’s treasury shares.
Separately in 2015, an additional 253,881 shares of the founders’ shares were forfeited as a result of pre-determined stock
price target not being reached pursuant to conditions set forth during the Company’s IPO in 2011.



As of December 31, 2016, 2015 and 2014,
there were 1,954,651, 1,954,651 and 2,428,532 ordinary shares outstanding, respectively. As of December 31, 2016 and 2015, there
were 85,800 shares as treasury shares.









F-33








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



Share Premium



As a result of the Company ceasing control
of Seba on December 18, 2014, the Group derecognized the carrying amounts of the net assets and liabilities of Seba at December
18, 2014, which were determined to be in aggregate of $3,243,538. Seba’s equity accounts were derecognized from the Group’s
share premium to reflect this cashless transaction.



In connection with ceasing control of SIM
on July 7, 2015, the Group derecognized the assets and liabilities of SIM from the consolidated statements of financial position.
The Group further recognized the loss associated with the loss of control attributable to the former controlling interest. Following
the ceasing of control, the Group did not retain an investment in SIM. Therefore, no retained interest remeasurement is necessary.



Note 20 — Loans and Borrowings



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



|Loans and borrowings       |  | 2016 |            |  | 2015 |   |            | 2014 | 
|-------------------------- |  | ---- | ---------- |  | ---- | - | ---------- | ---- | 
|Non-current                |  |      |            |  |      |   |            |      | 
|Bank loans                 |  | $    | 4,179,528  |  |      | $ | 4,301,125  |      | 
|Finance lease creditor     |  |      | 16,054,972 |  |      |   | 16,518,357 |      | 
|Other loans                |  |      | 875,816    |  |      |   | 901,297    |      | 
|Total non-current          |  |      | 21,110,316 |  |      |   | 21,720,779 |      | 
|                           |  |      |            |  |      |   |            |      | 
|Current                    |  |      |            |  |      |   |            |      | 
|Revolving lines of credit  |  |      | 711,675    |  |      |   | 680,075    |      | 
|Bank loans                 |  |      | 1,683,705  |  |      |   | 1,660,946  |      | 
|Finance lease creditor     |  |      | 921,634    |  |      |   | 1,856,354  |      | 
|Other loans                |  |      | 889,833    |  |      |   | 889,833    |      | 
|Total current              |  |      | 4,206,847  |  |      |   | 5,087,208  |      | 
|                           |  |      |            |  |      |   |            |      | 
|Total loans and borrowings |  | $    | 25,317,163 |  |      | $ | 26,807,987 |      | 



From 2014 to 2015, the decrease in finance
lease creditor (current and non-current combined) was due to the sale of SIM to its previous owner and the decrease in year-end
Euro exchange rate to US dollar from prior year. As a result of the SIM Unwind, the related loan and borrowing was transferred
to its previous owner following the sale of SIM (see note 10 — Discontinued 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 total fair value of the investment
properties used as collateral was $9,043,064, $9,452,760 and $12,294,616 as of December 31, 2016, 2015 and 2014 respectively.



The tables below show the detail of bank
loans by expiry date and rate. All bank loan contracts provide for floating rates.



|2016                                      |  | Floating rate |           |  | Total |  
|----------------------------------------- |  | ------------- | --------- |  | ----- | -
|                                          |  |               |           |  |       |  
|Expiry within 1 year (current)            |  | $             | 1,683,705 |  |       | $
|Expiry within 1 and 5 years (non-current) |  |               | 1,438,478 |  |       |  
|Expiry in more than 5 years (non-current) |  |               | 2,741,050 |  |       |  
|Total                                     |  | $             | 5,863,233 |  |       | $



|2015                                      |  | Floating rate |           |  | Total |  
|----------------------------------------- |  | ------------- | --------- |  | ----- | -
|                                          |  |               |           |  |       |  
|Expiry within 1 year (current)            |  | $             | 1,660,946 |  |       | $
|Expiry within 1 and 5 years (non-current) |  |               | 1,507,833 |  |       |  
|Expiry in more than 5 years (non-current) |  |               | 2,793,292 |  |       |  
|Total                                     |  | $             | 5,962,071 |  |       | $









F-34








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



|2014                        |  | Floating rate |           |  | Total |  
|--------------------------- |  | ------------- | --------- |  | ----- | -
|                            |  |               |           |  |       |  
|Expiry within 1 year        |  | $             | 2,093,671 |  |       | $
|Expiry within 1 and 5 years |  |               | 1,247,032 |  |       |  
|Expiry in more than 5 years |  |               | 3,466,784 |  |       |  
|Total                       |  | $             | 6,807,487 |  |       | $



As of December 31, 2016, 2015 and 2014,
the effective interest rate varies from EURIBOR+1.125% to EURIBOR+2.554%. This amounted to 0.805% to 2.234% as of December 31,
2016.



During 2014, one of the Subsidiaries missed
certain scheduled repayments on a bank loan totaling $193,011 in principal and $22,680 in interest. Except for these missed scheduled
repayments, the Group has been current on all scheduled repayments since the beginning of 2014. According to the applicable mortgage
agreement, missing scheduled payments can cause the bank to request immediate repayment of the residual debt totaling approximately
$1,515,720 as of December 31, 2014. Management initiated negotiations with the bank to postpone repayment for 12 months in 2014.
Separately during 2014, one of the other Subsidiaries missed certain scheduled finance lease payments to the leasing department
of the same bank. As of the date of this report, the bank official, on the Group’s behalf, is in negotiation with their leasing
department on the issuance of a final moratorium. As the negotiation is in the final stage, management believes the risk of the
bank demanding immediate repayment of the full residual debt is very low. However, there can be no assurance the bank will not
decide to refuse granting the postponement to the Group and request immediate repayment of the residual debt. As a result of this
possibility, Management has classified such residual debt as current loans and borrowings as of December 31, 2016, 2015 and 2014.



Revolving lines of credit



The Group has outstanding balances at December 31, 2016, 2015
and 2014 as follows:



|2016                                      |  | Floating rate |         |  | Fixed rate |   |         | Total | 
|----------------------------------------- |  | ------------- | ------- |  | ---------- | - | ------- | ----- | 
|                                          |  |               |         |  |            |   |         |       | 
|Expiry within 1 year (current)            |  | $             | 356,309 |  |            | $ | 355,366 |       | 
|Expiry within 1 and 5 years (non-current) |  |               | –       |  |            |   | –       |       | 
|Expiry in more than 5 years (non-current) |  |               | –       |  |            |   | –       |       | 
|Total                                     |  | $             | 356,309 |  |            | $ | 355,366 |       | 



|2015                                      |  | Floating rate |         |  | Fixed rate |   |         | Total | 
|----------------------------------------- |  | ------------- | ------- |  | ---------- | - | ------- | ----- | 
|                                          |  |               |         |  |            |   |         |       | 
|Expiry within 1 year (current)            |  | $             | 318,063 |  |            | $ | 362,012 |       | 
|Expiry within 1 and 5 years (non-current) |  |               | –       |  |            |   | –       |       | 
|Expiry in more than 5 years (non-current) |  |               | –       |  |            |   | –       |       | 
|Total                                     |  | $             | 318,063 |  |            | $ | 362,012 |       | 



|2014                        |  | Floating rate |         |  | Fixed rate |   |         | Total | 
|--------------------------- |  | ------------- | ------- |  | ---------- | - | ------- | ----- | 
|                            |  |               |         |  |            |   |         |       | 
|Expiry within 1 year        |  | $             | 377,251 |  |            | $ | 403,418 |       | 
|Expiry within 1 and 5 years |  |               | –       |  |            |   | –       |       | 
|Expiry in more than 5 years |  |               | –       |  |            |   | –       |       | 
|Total                       |  | $             | 377,251 |  |            | $ | 403,418 |       | 



The facilities expiring within 1 year are
annual facilities subject to renewal at various dates. As at December 31, 2016, 2015 and 2014, the effective interest rate varies
from 4.86% to 15.50%, 5.50% to 15.50%, and 5.726% to 15.25% respectively.



The revolving lines of credit are unsecured,
and personally guaranteed by the former owners of the properties. The total revolving lines of credit approved by the bank as of
December 31, 2016, 2015 and 2014 were $110,796, $575,527 and $806,607, respectively. The total balances of the revolving lines
of credit as of December 31, 2016, 2015 and 2014 were $107,059, $680,075 and $780,699, respectively. The revolving lines of credit
were overdrawn on December 31, 2015. The overdrawn amounts were agreed to with the lender and not considered an event of default.
During 2016, two of the lines of credit were revoked and one of the lines of credit expired without a renewal contract (all from
the same lender). The balance on these three lines of credit, totaling $604,616, remain outstanding as of December 31, 2016. As
of the date of this report, the Group has initiated a legal dispute as the plaintiff with the lender to obtain the forfeiture of
these outstanding balances. The Company and the lender are pursuing active negotiations on the position of these outstanding balances
and during the negotiation, the outstanding balances are considered in default. However, there can be no assurance the Company
can obtain the forfeiture of these outstanding balances.











F-35








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



Finance lease creditor



See note “Finance leases” below.



Other loans



Non-current other loans consist of one
loan from the current tenant of the property located on Via Lucania in Buccinasco. The loan proceeds were used for the modification
of the property to the tenant’s specifications. The repayment of this loan will start in the year 2021 for a period of three
years, and will offset the rent to be collected from the tenant. The effective interest rate is fixed at EURIBOR+1.90%.



Current 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 of its real estate
properties except for the properties located in Via Lazio 95 in Buccinasco, Via Buozzi 22 in Buccinasco, and Corso Europa 22 in
Milan.



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. The
total fair value of the investment properties that carried finance leases was $25,731,052, $26,908,602 and $33,628,679 as of December
31, 2016, 2015 and 2014, respectively.



Future minimum lease payments due are as
follows:



|2016                                              |  | Minimum lease payments |            |  | Interest |   |           | Present value | 
|------------------------------------------------- |  | ---------------------- | ---------- |  | -------- | - | --------- | ------------- | 
|                                                  |  |                        |            |  |          |   |           |               | 
|Less than one year                                |  | $                      | 1,920,618  |  |          | $ | 998,984   |               | 
|Later than one year and not later than five years |  |                        | 6,739,259  |  |          |   | 3,156,663 |               | 
|Later than five years                             |  |                        | 16,073,358 |  |          |   | 3,600,982 |               | 
|Total                                             |  | $                      | 24,733,235 |  |          | $ | 7,756,629 |               | 



|2015                                              |  | Minimum lease payments |            |  | Interest |   |            | Present value | 
|------------------------------------------------- |  | ---------------------- | ---------- |  | -------- | - | ---------- | ------------- | 
|                                                  |  |                        |            |  |          |   |            |               | 
|Less than one year                                |  | $                      | 3,514,879  |  |          | $ | 1,658,525  |               | 
|Later than one year and not later than five years |  |                        | 5,952,787  |  |          |   | 3,426,567  |               | 
|Later than five years                             |  |                        | 18,934,300 |  |          |   | 4,942,163  |               | 
|Total                                             |  | $                      | 28,401,966 |  |          | $ | 10,027,255 |               | 



|2014                                              |  | Minimum lease payments |            |  | Interest |   |            | Present value | 
|------------------------------------------------- |  | ---------------------- | ---------- |  | -------- | - | ---------- | ------------- | 
|                                                  |  |                        |            |  |          |   |            |               | 
|Less than one year                                |  | $                      | 28,431,853 |  |          | $ | 9,049,255  |               | 
|Later than one year and not later than five years |  |                        | 1,270,379  |  |          |   | 488,650    |               | 
|Later than five years                             |  |                        | 3,159,958  |  |          |   | 538,477    |               | 
|Total                                             |  | $                      | 32,862,190 |  |          | $ | 10,076,382 |               | 



As at December 31, 2016, 2015 and 2014,
the effective interest rate varies from EURIBOR+1.4% to EURIBOR+2.762%. This amounted to 1.08% to 2.442%, 1.27% to 2.632% and 1.478%
to 2.840% as of December 31, 2016, 2015 and 2014, respectively.











F-36






PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



The present value of the future minimum lease payments are categorized
as follows:



|                        |  | 2016 |            |  | 2015 |   |            | 2014 | 
|----------------------- |  | ---- | ---------- |  | ---- | - | ---------- | ---- | 
|                        |  |      |            |  |      |   |            |      | 
|Current liabilities     |  | $    | 921,634    |  |      | $ | 1,856,354  |      | 
|Non-current liabilities |  |      | 16,054,972 |  |      |   | 16,518,357 |      | 
|Total                   |  | $    | 16,976,606 |  |      | $ | 18,374,711 |      | 



During 2014, four of the Subsidiaries missed
certain scheduled payment to four finance lease creditors, totaling approximately $244,234 in principal and $241,328 in interest
as of December 31, 2014. Except for these missed scheduled payments, the Group has been current with all the scheduled payments
since the beginning of 2014. Pursuant to the leasing agreements, the finance lease creditors have the right to declare the borrower
in default in case of missing scheduled payments via official written notice and demand full payment of outstanding principal balance
at the time of such default declaration. Management initiated negotiation with all the affected finance lease creditors for modification
repayment plans on these missed payments in 2014. In the second quarter of 2015, the Group remitted all missed payments to one
of the finance lease creditors and thus corrected the default.



During 2015, two of the three affected
finance lease creditors granted the Group modification repayment plans. As of December 31, 2015, Management was still undergoing
negotiations with the remaining affected finance lease creditor and could not provide assurance that this finance lease creditor
would not decide to refuse granting the requested modification repayment plans to the Group. As a result, the Group classified
this one residual finance lease as current loans and borrowings as of December 31, 2015. During 2016, the Group successfully obtained
the approval from this finance lease creditor of a modification repayment plan. As a result, Management has not classified the
full portion of this finance lease as current loans and borrowing as of December 31, 2016.



In addition, during 2016, one of the Subsidiaries
missed certain scheduled payment to a finance lease creditor, but has since obtained the approval from this finance lease creditor
of a modification repayment plan. As a result, Management has not classified the full portion of this affected finance lease as
current loans and borrowing as of December 31, 2016.



Note 22 — 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 date to be determined by mutual agreement between the Company and the director.



On July 1, 2014, all the aforementioned
non-interest bearing unsecured promissory notes amounting to $420,000 and $230,000 of reimbursable expenses owed to one director,
and an additional cash injection of $30,000 to the Company on June 26, 2014 were converted to an interest bearing unsecured convertible
promissory note of $680,000 with an interest rate of 10% per annum, compounding annually. The note matures on the earlier of (i)
the date on which the Company liquidates and winds-up its affairs, or (ii) June 30, 2015 (one year from the date of the interest
bearing unsecured note). 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. Following the
conversion of this aforementioned non-interest bearing unsecured promissory note to an interest bearing unsecured convertible promissory
note, the Company further entered into various additional interest bearing unsecured convertible promissory notes during 2014,
2015 and 2016 which amounted to $3,175,000 with the same interest rate and similar convertible feature as the previously converted
notes. During 2016 and 2015, the interest bearing unsecured convertible promissory notes from 2015 and 2014 reached maturity. The
Company was not in a position to repay the notes or the accrued interest. As a result, the Company issued new interest bearing
unsecured convertible promissory notes (“Roll-over Notes”) to the director for the principal and accrued unpaid interest.
These Roll-over Notes have the same interest rate and similar convertible feature as the original convertible notes. The total
interest bearing unsecured promissory note payable to this director amounted to $3,608,100, $2,671,000 and $1,660,000 as of December
31, 2016, 2015 and 2014, respectively. Due to the specific terms of the convertible feature on these promissory notes, these notes
are classified as convertible notes with an embedded derivative liability. The host loan is accounted for at amortized cost, with
an embedded derivative liability being measured at fair value with changes in value being recorded in profit and loss. The embedded
derivative liability is calculated first and the residual value is assigned to the debt host liability component. Amortization
expense for the years ended December 31, 2016 and 2015 amounted to $2,132,808 and $1,922,943, respectively, with the unamortized
portion amounting to $1,122,997 and $1,363,000, respectively. The derivative liability related to these promissory notes as of
December 31, 2016 and 2015 was $794,235 and $2,568,188, respectively (see note 26 — Derivative Financial Liabilities). As
of the date of this report, the convertible right had not been exercised. The Company has an interest payable to this director
in the amount of $581,648, $267,464 and $51,875 as of December 31, 2016, 2015 and 2014, respectively (see note 32 — Subsequent
Events).











F-37








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



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
and following the management change by way of majority shareholder consent on May 5, 2014. No interest is charged by the executives
on any outstanding balance owed by the Company. For the years ended December 31, 2016, 2015 and 2014, total expenses paid by the
executives on behalf of the Company totaled $136,591, $141,022 and $127,371, respectively. Of these amounts, $136,591, $141,022
and $120,768 has not been repaid to the Company’s executives as of December 31, 2016, 2015 and 2014, respectively.



Separately on December 16, 2014, the Company
and one of the current officers agreed to convert $18,000 of the outstanding balance owed by the Company to an interest bearing
unsecured promissory note with the same interest rate and similar convertible feature as the ones aforementioned between the Company
and the director. The outstanding balance arose from the services the officer provided to the Company after the Business Combination
and before becoming the current officer of the Company. During 2015, at the maturity of this note, the Company was not in a position
to repay this note or the accrued interest. The Company issued new unsecured convertible promissory notes to this officer. Similar
to the aforementioned Roll-over Notes between the Company and the director, the principal amount of this new note consisted of
the original principal amount plus the accrued unpaid interest with the same interest rate and similar convertible feature. On
December 16, 2016, the maturity of the roll-over note, the note was not renewed. The Company and the officer have agreed on an
installment repayment plan of $2,500 per month for the principal and interest related to this matured note.



In connection to the management change
by way of majority shareholder consent on May 5, 2014, a non-employee consultant from prior to the Business Combination became
an officer of the Company. The outstanding amount of $55,000 for services provided by the consultant had not been paid by the Company
as of December 31, 2015 and 2014 and was classified as due to related party as of December 31, 2014 and 2015. The outstanding amount
was fully repaid as of December 31, 2016.



The Company 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 consummation of its Business Combination. Kaiyuan is an affiliate
of Mr. Yong Hui Li, the Company’s chairman prior to the Business Combination. Total expenses incurred under this agreement
for the years ended December 31, 2016, 2015 and 2014 were $0, $0 and $64,833, 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 as at December 31, 2016, 2015 and 2014.



Mr. Cesare Lanati (the former owner of
certain subsidiaries and current stockholder of the Group) performed 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. During 2015
and 2014, the Group reached various agreements with Lanati offsetting certain receivables and payables (see Note 17 — Trade
and Other Receivables, and Note 24 — Trade and Other Payables).



In April 2016, a director classified as
a related party was granted $248,000 as compensation for the year ended December 31, 2015. In addition, in April 2016, the Company
granted 100,000 stock options to the same director for the services provided in 2015, pursuant to which 60% vested immediately
with the remaining balance vesting over 14 months following the grant date. The fair value of the options granted to this director
using the Black-Scholes option-pricing model is $88,400 (see Note 28 — Share-Based Payment). Separately, in April 2016, the
Company granted compensation of $248,000 to the Chief Executive Officer and 100,000 stock options at an exercise price of $2.94
per share for services provided in 2015. 60% of the stock options granted vested immediately on the grant date with remaining balance
vesting over 14 months following the grant date. The fair value of the stock options granted to the Chief Executive Officer using
the Black-Scholes option-pricing model is $88,400. Further, in April 2016, the Company granted additional compensation of $93,000
in 2015 to the Chief Financial Officer and 30,000 stock options at an exercise price of $2.94 for services provided in 2015. The
stock options granted vest over 18 months from the grant date. The fair value of the stock options granted to the Chief Financial
Officer using the Black-Scholes option-pricing model is $26,520. All 2015 compensation amounts were accrued as due to related parties
as of December 31, 2016 and 2015. Further, in March 2017, the Company granted compensation of $50,000 to its Chief Executive Officer
as compensation for services rendered during 2016, which has been accrued as due to related parties as of December 31, 2016.











F-38








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



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 (“Chardan”) 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 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. The Company has an interest payable to Chardan in the amount of $420,448, $327,229 and
$134,036 as of December 31, 2016, 2015 and 2014, respectively. George Kaufman, one of the Group’s directors, is an employee
of Chardan.



Note 24 — Trade and Other Payables



Details of trade and other payables at December 31 are as follows:



|                                            |  | 2016 |           |  | 2015 |   |           | 2014 | 
|------------------------------------------- |  | ---- | --------- |  | ---- | - | --------- | ---- | 
|Accrued expenses                            |  | $    | 2,789,476 |  |      | $ | 2,863,516 |      | 
|Interest payables                           |  |      | 796,175   |  |      |   | 560,835   |      | 
|Trade account payables                      |  |      | 2,295,501 |  |      |   | 1,834,773 |      | 
|Other payables - social security payments   |  |      | 33,397    |  |      |   | 113,560   |      | 
|Total trade and other payables, current     |  | $    | 5,914,549 |  |      | $ | 5,372,684 |      | 
|                                            |  |      |           |  |      |   |           |      | 
|Other payables - social security payments   |  | $    | 63,143    |  |      | $ | –         |      | 
|Other payables - property taxes payments    |  |      | 17,212    |  |      |   | –         |      | 
|Total trade and other payables, non-current |  | $    | 80,355    |  |      | $ | –         |      | 



Book values approximate fair value at December 31, 2016, 2015
and 2014.



Note 25 — Other Liabilities and Other Deferred Income



Details of accrued expenses and other deferred income at December
31 are as follows:



|                                                 |  | 2016 |         |  | 2015 |   |         | 2014 | 
|------------------------------------------------ |  | ---- | ------- |  | ---- | - | ------- | ---- | 
|Other deferred income                            |  | $    | 301,800 |  |      | $ | 276,496 |      | 
|Other Liabilities                                |  |      | –       |  |      |   | 82,138  |      | 
|Total accrued expenses and other deferred income |  | $    | 301,800 |  |      | $ | 358,634 |      | 



Other deferred income consists of rental
income and condominium expenses reimbursement invoiced to certain tenants immediately before the actual leasing period (prepayment
from tenants). Accrued expenses consist of certain interest and condominium expenses.



Note 26 — Derivative Financial Liabilities



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



The fair value of the Group’s interest
rate derivatives is determined by Management using inputs based on bank quotes. The fair value of the Group’s convertible
promissory notes derivatives is determined by Management using a valuation model based on certain inputs that are observable.



|                                                        |  | 2016 |         |  | 2015 |   |           | 2014 | 
|------------------------------------------------------- |  | ---- | ------- |  | ---- | - | --------- | ---- | 
|Derivatives not designated as hedging instruments       |  |      |         |  |      |   |           |      | 
|Conversion feature on promissory notes                  |  | $    | 794,235 |  |      | $ | 2,568,188 |      | 
|Interest rate swaps                                     |  |      | –       |  |      | $ | 165,648   |      | 
|Total derivatives not designated as hedging instruments |  | $    | 794,235 |  |      | $ | 2,733,836 |      | 









F-39








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



Interest rate swaps



The Group entered into interest rate swap contracts by using
floating-to-fixed interest rate swaps. The interest rate swap contracts were linked to a part of a leasing contract. The interest
rate swap contract was closed during 2016. As a result of the termination of the interest rate swap contract the amount owed to
the financial institution is $143,719 at December 31, 2016. The notional value as at December 31, 2015 and 2014 is equal to $1,432,225
and $1,668,905, respectively. The change in fair value during the years ended December 31, 2016, 2015 and 2014 amounted to $18,096,
$33,558 and $75,623, respectively.



The convertible promissory notes issued
to a certain director were classified as convertible promissory notes with an embedded derivative liability. The host notes are
accounted for at amortized cost, with an embedded derivative liability being measured at fair value with changes in value being
recorded in the accompanying consolidated statements of income/(loss) and comprehensive income/(loss). The notional value as of
December 31, 2016 was $794,235. The change in fair value during the year ended December 31, 2016 was $3,085,253.



The summary of the observable inputs used for the year ended
December 31, 2016 and 2015 are as follow:



|                               |  | Year ended December 31, 2016 |               |  | Year ended December 31, 2015 | 
|------------------------------ |  | ---------------------------- | ------------- |  | ---------------------------- | 
|                               |  |                              |               |  |                              | 
|Conversion price               |  |                              | $1.40 - $3.55 |  |                              | 
|Stock price                    |  |                              | $1.80 - $3.55 |  |                              | 
|Risk-free interest rate        |  |                              | 0.44% - 0.92% |  |                              | 
|Expected term (in years)       |  |                              | 0.01 - 1      |  |                              | 
|Average stock price volatility |  |                              | 100.60%       |  |                              | 



Note 27 — Provisions



As of December 31, provisions are comprised of the following:



|                         |  | 2016 |        |  | 2015 |   |         | 2014 | 
|------------------------ |  | ---- | ------ |  | ---- | - | ------- | ---- | 
|Post-employment benefits |  | $    | 35,734 |  |      | $ | 22,464  |      | 
|Tax liabilities          |  |      | 4,474  |  |      |   | 5,364   |      | 
|Other provisions         |  |      | –      |  |      |   | 142,514 |      | 
|Total provisions         |  | $    | 40,208 |  |      | $ | 170,342 |      | 



Post-employment benefits provision relates
to two of the Subsidiaries that have employees in Italy. The amount is based on a certain percentage of the salary paid to the
employees each pay period. The amount will be paid to the employees when employment ceases pursuant to the local Italian law.



Tax liabilities provision is related to
a type of tax imposed by the tax authority in Italy in 2011, applicable to three of the Group’s subsidiaries. This law allows
the Group to deduct a portion of the tax paid in 2011 to be partially reversed each year over a certain number of years until the
provision is fully extinguished.



The other provisions refer to probable
liabilities derived from legal disputes underway from one of the subsidiaries. This provision liability is estimated based on Management’s
evaluation of the amounts at risk and legal considerations. There are uncertainties that relate to whether claims will be settled
by payment or if the subsidiary is successful in defending any action (see note 29 — Contingencies and Commitments).
The significant reduction of other provisions from 2015 to 2016 is due to the settlement and payment of the last remaining legal
dispute during 2016, therefore releasing the potential liabilities of this legal dispute. The settlement amount was received in
2016 from the said third party and recorded in the Group’s other revenue. As of the date of this report, there is no other
significant legal dispute that poses risk with probable loss.



Note 28 — Share-Based Payment



On February 25, 2010, the Company’s
board of directors authorized and issued 20,000 stock options, each option to purchase one ordinary share of the Company, to directors
and consultants of the Company.  In November 2010, September 2015 and April 2016, the Company’s board of directors
authorized to reserve an additional 200,000, 280,000 and 200,000 stock options, respectively, for issuance to directors and consultants
of the Company from time to time, bringing the total authorized to an aggregate of 700,000 stock options.



In May and September 2014, the Company’s
board of directors granted 62,000 stock options to an officer and an employee, and 7,500 stock options to certain employees of
the Subsidiaries.



In May and September 2015, the Company’s
board of directors granted 125,500 stock options to a director and certain employees of the Subsidiaries.



In January, April and October 2016, the Company’s board
of directors granted 150,000 stock options to two directors, 140,000 stock options two officers, and 23,000 stock options to two
external consultants.











F-40








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



The following table summarizes the stock
option activity for the years ended December 31, 2016, 2015 and 2014:



|                                                 |  | Number of shares |         |   | Weighted average exercise price per share |   |       | Weighted average remaining contractual term (in years) |  |  | Aggregate intrinsic value | 
|------------------------------------------------ |  | ---------------- | ------- | - | ----------------------------------------- | - | ----- | ------------------------------------------------------ |  |  | ------------------------- | 
|Outstanding at January 1, 2014                   |  |                  | 7,500   |   |                                           |   | 0.001 |                                                        |  |  | 3.44                      | 
|Granted                                          |  |                  | 69,500  |   |                                           |   | –     |                                                        |  |  | –                         | 
|Exercised                                        |  |                  | –       |   |                                           |   | –     |                                                        |  |  | –                         | 
|Cancelled                                        |  |                  | –       |   |                                           |   | –     |                                                        |  |  | –                         | 
|Outstanding at December 31, 2014                 |  |                  | 77,000  |   |                                           | $ | 0.669 |                                                        |  |  | 4.40                      | 
|Granted                                          |  |                  | 125,500 |   |                                           |   | –     |                                                        |  |  | –                         | 
|Exercised                                        |  |                  | –       |   |                                           |   | –     |                                                        |  |  | –                         | 
|Cancelled                                        |  |                  | –       |   |                                           |   | –     |                                                        |  |  | –                         | 
|Outstanding at December 31, 2015                 |  |                  | 202,500 |   |                                           | $ | 2.759 |                                                        |  |  | 5.00                      | 
|Granted                                          |  |                  | 313,000 |   |                                           |   | –     |                                                        |  |  | –                         | 
|Exercised                                        |  |                  | –       |   |                                           |   | –     |                                                        |  |  | –                         | 
|Cancelled                                        |  |                  | (31,250 | ) |                                           |   | –     |                                                        |  |  | –                         | 
|Outstanding and exercisable at December 31, 2016 |  |                  | 484,250 |   |                                           | $ | 1.132 |                                                        |  |  | 5.00                      | 



The following table summarizes the unvested
stock option activity during the period from January 1, 2014 to December 31, 2016:



|                           |  | Number of shares |         
|-------------------------- |  | ---------------- | --------
|Unvested January 1, 2014   |  |                  | –       
|Granted                    |  |                  | 69,500  
|Vested                     |  |                  | (7,469  
|Cancelled                  |  |                  | –       
|Unvested December 31, 2014 |  |                  | 62,031  
|Granted                    |  |                  | 125,500 
|Vested                     |  |                  | (92,844 
|Cancelled                  |  |                  | –       
|Unvested December 31, 2015 |  |                  | 94,687  
|Granted                    |  |                  | 313,000 
|Vested                     |  |                  | (293,488
|Cancelled                  |  |                  | (31,250 
|Unvested December 31, 2016 |  |                  | 82,949  



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



|                                                          |  | Year ended December 31, 2016 |               |  | Year ended December 31, 2015 |   |               | Year ended December 31, 2014 | 
|--------------------------------------------------------- |  | ---------------------------- | ------------- |  | ---------------------------- | - | ------------- | ---------------------------- | 
|                                                          |  |                              |               |  |                              |   |               |                              | 
|Stock price                                               |  |                              | $1.80 - $3.55 |  |                              |   | $1.25 - $4.00 |                              | 
|Risk-free interest rate                                   |  |                              | 0.94% - 2.10% |  |                              |   | 1.18% - 1.81% |                              | 
|Expected term (in years)                                  |  |                              | 5.0           |  |                              |   | 5.0           |                              | 
|Weighted average expected stock price volatility          |  |                              | 34.28%        |  |                              |   | 71.32%        |                              | 
|Expected dividend yield                                   |  |                              | 0%            |  |                              |   | 0%            |                              | 
|Weighted average grant-date fair value of options granted |  | $                            | 1.0539        |  |                              | $ | 2.7592        |                              | 



For the years ended December 31, 2016,
2015 and 2014, 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. 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’s historical stock
price was used to determine the expected volatility. The Company expects that no options will be forfeited.









F-41








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



Share-based compensation expense from stock
options totaled $370,040, $260,819 and $5,045 for the years ended December 31, 2016, 2015 and 2014, respectively. Share-based compensation
expense from stock options to be expensed in future periods is expected to be $103,152, $20,302, $7,164 and $27 for the years ending
December 31, 2017, 2018, 2019 and 2020, respectively.



Note 29 — Contingencies and Commitments



The Group is subject to various claims
and legal proceedings covering a wide range of matters that arise in the ordinary course of its business activities, including
disputes on building repair and maintenance expenses, moving expenses and others. Management believes that any liability that may
ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results
of operations of the Company.



The following summarizes the material litigation
relating to the Group:



i. Auchan S.p.A



On March 14, 2013, the tenant Auchan filed
a lawsuit with the Court of Milan against Ellegi and GSI in connection with a lease agreement entered into with Ellegi on July
15, 2010 and a contract entered into with GSI on August 5, 2010 for certain repairs to be performed. Auchan was not satisfied with
the repairs performed and claimed that they suffered a loss of potential income from new business opportunities, together with
certain damages which totaled to €4.5 million. The Group disagrees with the allegations and is defending against this claim,
although no assurance can be made that it will be successful. The actual amount in dispute is approximately €200,000 related
to the actual repair work paid by Auchan. Management deemed the difference of €4.3 million Auchan is claiming and the actual
amount in dispute to be without merit. The Group had accrued a provision of approximately two-thirds in the amount of €131,240
(which translates to $142,514 and $158,814 as of December 31, 2015 and 2014, respectively) for the risk associated with this litigation
as of December 31, 2015 and 2014, respectively. In first quarter of 2016, the court issued a judgement to reject all claims made
by Auchan. In June, 2016, Auchan remitted €200,000 (which translates to approx. $221,440) to the Group as final settlement
of this case, which is recorded as other revenue in the Group’s consolidated statements of income/(loss) and comprehensive
income/(loss) for the year ended December 31, 2016.



ii. Morgan Joseph and BHN LLC



In July 2014, Morgan Joseph filed a complaint
against Prime and BHN LLC (“BHN”) for breach of contract, seeking at least approximately $1.3 million plus damages
from Prime. On October 20, 2014, Prime moved to dismiss the complaint on the basis there were no contracts between Morgan Joseph
and Prime. On November 14, 2014, BHN moved to add additional cross-claims, among other things.



On March 19, 2015, the court dismissed
Morgan Joseph's complaint against Prime, as well as BHN LLC’s cross-claim for indemnification from the Company, but gave
Morgan Joseph until May 1, 2015 to file an amended complaint.



On April 8, 2015, BHN brought an amended
complaint against Prime for breach of contract, seeking approximately $9 million in damages. BHN did not serve Prime or Prime’s
legal counsel with this complaint. Separately, on April 27, 2015, Morgan Joseph filed an amended complaint against Prime and BHN,
asserting claims of breach of contract and seeking approximately $2.5 million plus damages.



The Company filed an answer to Morgan Joseph’s
amended complaint on June 1, 2015. Management estimated the probability of damages in these cases to be low due to (1) there being
no formal contracts between the Company and Morgan Joseph, (2) the court dismissing earlier complaints and (3) there being no new
evidence brought forward in the amended complaints.



In addition, on June 26, 2015, the Company
filed a cross-claim against BHN LLC and certain individuals connected with BHN LLC for damages and certain costs incurred by the
Company. The amount of damages and costs are to be determined at trial.



In January, 2017, BHN motioned to dismiss
the Company’s claims against it and the Company has filed its defense in response. There is currently no significant development
on this case.



iii. Andrea Crespi-Belskij



On
July 19, 2016, Andrea Crespi-Belskij, formerly a consultant to the Company, filed a claim with the civil court of Milan against
Prime Acquisition and two Italian subsidiaries, Magfin Srl and Ellegi Srl, claiming, among other things, wrongful dismissal and
incorrect classification of employment, and seeking various financial compensations for the claims as well as petitioning for a
seizure of the Italian subsidiaries. In the August 2, 2016 hearing on the seizure, the presiding judge summarily dismissed the
petition. Andrea Crespi-Belskij did not file an appeal of the judgement within 10 days after the judgement. The hearing on wrongful
dismissal, which the claimant previously filed a similar claim against the Company and its subsidiaries in June 2016 which was
dismissed by the court, began on September 29, 2016 and in a conclusive hearing held on March 9, 2017, the judge dismissed all
claims against the Company and awarded €3,000 (which translates to approximately $3,165) to the Company under the Abuse of
Law provision. Andrea Crespi-Belskij has 30 days to file an appeal after receiving the written confirmation of the judgement,
which both parties have yet to receive from the presiding judge.











F-42








PRIME ACQUISITION CORP.

NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



Note 30 — 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 years ended December 31, 2016, 2015 and 2014.



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 2014, certain Subsidiaries of the
Group missed scheduled repayments on a bank loan and four finance leases (see note 20 — Loans and Borrowings, and note 21
— Finance Leases). During 2015, certain Subsidiaries of the Group missed scheduled repayments on three finance leases. In
addition, the Group was not able to repay the note payable to underwriters on its maturity date of December 31, 2013. As a result
of the payment default, an additional default interest rate is added to the original interest rate (see note 23 — Note Payable
to Underwriters).



During 2016, one of the Subsidiaries missed
certain scheduled payments to a finance lease creditor (see note 21 — Finance Leases), but has since obtained the approval
from this finance lease creditor of a modification repayment plan. As a result, Management has not classified the full portion
of this affected finance lease as current loans and borrowing as of December 31, 2016.



|                                                    |  | 2016 |            |  | 2015 |   |            | 2014 | 
|--------------------------------------------------- |  | ---- | ---------- |  | ---- | - | ---------- | ---- | 
|Carrying amount of loans and borrowings             |  | $    | 25,317,163 |  |      | $ | 26,807,987 |      | 
|External valuation of completed investment property |  |      | 35,786,053 |  |      |   | 37,407,083 |      | 
|Loan to value ratio                                 |  |      | 71%        |  |      |   | 72%        |      | 



Note 31 — Tenant Concentrations



The Group’s major tenants that represented more than 10%
of the Group’s annual rental revenue for the years ended December 31, 2016, 2015 and 2014 (with and without SIM) are as follows:



|Tenant         |  | 2016 |        |  | 2015 |  |        | 2014 (without SIM) |  |  | 2014 (with SIM) | 
|-------------- |  | ---- | ------ |  | ---- |  | ------ | ------------------ |  |  | --------------- | 
|               |  |      |        |  |      |  |        |                    |  |  |                 | 
|Microelettrica |  |      | 55.82% |  |      |  | 54.35% |                    |  |  | 52.13%          | 
|Ventidue       |  |      | –      |  |      |  | –      |                    |  |  | 12.97%          | 



Note 32 — Subsequent Events



As of April 28, 2017, the Company entered
into seven additional interest bearing unsecured convertible promissory notes with an interest rate of 10% annum, compounding annually
(as described in note 22 — Related Party Transactions and Balances) with the same director of the Company, totaling
$145,000. In addition, the Company renewed eight of the interest bearing unsecured convertible promissory notes from 2016 maturing
in 2017 to a future date with an additional of 10% to the original principal amounts (“Rollover”). These Rollovers
have added $49,150 to the total principal amount owed to this director.



Furthermore, on February 15, 2017, the
Company converted $400,000 of total reimbursable expenses paid by the one executive on behalf of the Company (see note 22 —
Related Party Transactions and Balances) to the aforementioned interest bearing unsecured convertible promissory note with an interest
rate of 10% annum, compounding annually (as described in note 22 — Related Party Transactions and Balances).



As a result of the additional interest
bearing unsecured convertible promissory notes, the Rollover, and the conversion of certain reimbursable expenses to promissory
notes, the Company owes this director an aggregate of $4,909,714, including $4,202,250 in principal and $707,464 of accrued interest.







F-43