overseas regulatory announcement

93 Pages·2015·0.53 MB·English

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this announcement, make no representation as to its
accuracy or completeness and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this
announcement.
This announcement is for information purposes only and does not constitute an invitation or
solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to
enter into an agreement to do any such things, nor is it calculated to invite any offer to
acquire, purchase or subscribe for any securities.
This announcement is not for distribution, directly or indirectly, in or into the United States.
This announcement and the information contained in this announcement do not constitute or
form part of an offer to sell securities in the United States. Securities may not be offered or
sold in the United States unless registered pursuant to the U.S. Securities Act of 1933, as
amended (the “Securities Act”), or pursuant to an applicable exemption from such
registration requirement. Any public offering of securities to be made in the United States
will be made by means of a prospectus that will contain detailed information about the
Company and management, as well as financial statements. The securities referred to in this
announcement have not been and will not be registered under the SecuritiesAct and no public
offering of securities will be made in the United States. No money, securities or other
consideration is being solicited by this announcement or the information contained in this
announcement and, if sent in response to this announcement or the information contained in
this announcement, will not be accepted.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 698)
OVERSEAS REGULATORY ANNOUNCEMENT
This overseas regulatory announcement is issued by Tongda Group Holdings Limited (the
“Company”) pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited (the “Listing Rules”).
– 1 –
Reference is made to the announcement of the Company dated 15 June 2015 in relation to the
proposed issue of HK$880,000,000 1% Convertible Bonds due 2018 (the “Announcement”).
Capitalised terms used in this announcement have the same meanings as defined in the
Announcement unless the context otherwise requires.
The Board is pleased to announce that the Convertible Bonds are expected to be listed on the
Singapore Stock Exchange on 29 July 2015.The attached offering circular dated 27 July 2015
(the “Offering Circular”) in relation to the listing of the Convertible Bonds was published
on the website of the Singapore Stock Exchange on 28 July 2015.
The posting of the Offering Circular on the website of the Hong Kong Stock Exchange is only
for the purpose of facilitating equal dissemination of information to investors in Hong Kong
and compliance with Rule 13.10B of the Listing Rules and not for any other purposes.
The Offering Circular does not constitute a prospectus, notice, circular, brochure,
advertisement or document offering to sell any securities to the public in any jurisdiction, nor
is it an invitation to the public to make offers to subscribe for or purchase any securities, nor
is it calculated to invite offers by the public to subscribe for or purchase any securities.
The Offering Circular must not be regarded as an inducement to subscribe for or purchase any
securities of the Company, and no such inducement is intended. No investment decision
should be based on the information contained in the Offering Circular.
By order of the Board
Tongda Group Holdings Limited
Wang Ya Nan
Chairman
Hong Kong, 28 July 2015
As at the date of this announcement, the Board comprises MrWangYa Nan, MrWangYa Hua,
Mr Wong AhYu, Mr Wong AhYeung, Mr Choi Wai Sang and Mr Wang Ming Che as executive
Directors; and Dr Yu Sun Say, J.P., Mr Cheung Wah Fung, Christopher, J.P. and Mr Ting
Leung Huel Stephen as independent non-executive Directors.
– 2 –
STRICTLYCONFIDENTIAL—DONOTFORWARD
THISOFFERINGISAVAILABLEONLYTOINVESTORSWHOARE
PERSONSOUTSIDETHEUNITEDSTATES.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies
to the offering memorandum attached to this e-mail. You are therefore advised to read this disclaimer
carefully before reading, accessing or making any other use of the attached offering memorandum. In
accessing the attached offering memorandum, you agree to be bound bythe following terms and conditions,
including any modifications to them from time to time, each time you receive any information from Tongda
GroupHoldingsLimited(the“Issuer”)asaresultofsuchaccess.
Confirmation of Your Representation: By accepting this e-mail and accessing the attached document you
shallbedeemedtohaverepresentedtotheIssuerthat(1)youarenot,andthee-mailaddressthatyougaveus
andtowhichthise-mailhasbeendeliveredisnot,locatedintheUnitedStatesand,totheextentyoupurchase
the securitiesdescribed inthe attached offering memorandum, you willbe doingso pursuantto RegulationS
undertheUnitedStatesSecuritiesActof1933,asamended(the“Securities Act”)and(2)youconsenttothe
delivery of the attached offering memorandum and any amendments or supplements thereto by electronic
transmission.
Theattachedofferingmemorandumhasbeenmadeavailabletoyouinelectronicform.Youareremindedthat
documents transmitted via this medium may be altered or changed during the process of transmission and
consequently none of the Issuer or any of its directors, employees, representatives or affiliates accepts any
liabilityorresponsibilitywhatsoeverinrespectofanydiscrepanciesbetweenthedocumentdistributedtoyou
in electronic format and the hard copy version. The Issuer will provide a hard copy version to you upon
request.
Restrictions: The attached document is an offering memorandum and is being furnished in connection with
anofferingexemptfromregistrationundertheSecuritiesActsolelyforthepurposeofenablingaprospective
investortoconsiderthepurchaseofthesecuritiesdescribedherein.
THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE OR LOCAL SECURITIES LAWS. NOTHING IN THIS ELECTRONIC
TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTIONWHEREITISUNLAWFULTODOSO.
Except withrespectto eligible investorsinjurisdictions where suchoffer ispermitted bylaw, nothinginthis
electronic transmission constitutes an offer or an invitation by or on behalf of the Issuer of the securities to
subscribe for or purchase any of the securities described therein, and access has been limited so that it shall
notconstituteageneraladvertisementorsolicitationorgeneraladvertisingintheUnitedStatesorelsewhere.
You are reminded that you have accessed the attached offering memorandum on the basis that you are a
person into whose possession this offering memorandum may be lawfully delivered in accordance with the
laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this
document, electronically or otherwise, to any other person. If you have gained access to this transmission
contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein.
Actions that You May Not Take: You should not reply by e-mail to this communication, and you may not
purchaseanysecuritiesbydoingso.Anyreplye-mailcommunications,includingthoseyougeneratebyusing
the“Reply”functiononyoure-mailsoftware,willbeignoredorrejected.
YOU ARE NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER THE
ATTACHED OFFERING MEMORANDUM, ELECTRONICALLY OR OTHERWISE, TO ANY
OTHER PERSON OR REPRODUCE SUCH OFFERING MEMORANDUM IN ANY MANNER
WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE
ATTACHED OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED.
FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE
SECURITIESACTORTHEAPPLICABLELAWSOFOTHERJURISDICTIONS.
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itemsofadestructivenature.
OFFERINGMEMORANDUM STRICTLYCONFIDENTIAL
Tongda Group Holdings Limited
(incorporatedintheCaymanIslandswithlimitedliability)
HK$880,000,000 1.0 per cent. Convertible Bonds due 2018
Issue Price: 100%
The HK$880,000,000 1.00 per cent. Convertible Bonds due 2018 (the “Bonds”) will be issued by Tongda Group Holdings
Limited (the “Issuer”). The issue price of the Bonds shall be 100% of the aggregate principal amount of the Bonds and the
denominationofeachBondshallbeHK$1,000,000.
TheBondsconstitutedirect,unconditional,unsubordinatedand(subjecttoCondition4in“TermsandConditionsoftheBonds”
(the "Conditions")), unsecured obligations of the Issuer and shall at all times rank pari passu and without anypreference or
priorityamong themselves. The payment obligationsof the Issuer under theBondsshall, save for such exceptionsas maybe
providedbymandatoryprovisionsofapplicablelawandsubjecttoCondition4,atalltimesrankatleastequallywithallofits
otherpresentandfuture,unsecuredandunsubordinatedobligations.
The Bondsbear interest from(and including) 2 July2015 (the "Issue Date") at the rateof 1.00per cent. per annumpayable
semi-annuallyin arrear on25 December and 25 Juneineach year commencing with thefirst interest payment datefalling25
December2015(the"FirstInterestPaymentDate"). Therewillbeashortfirstinterestperiodfrom(andincluding)theIssue
Dateto(butexcluding)theFirstInterestPaymentDate.
EachBondwill,attheoptionoftheholder,beconvertible(unlesspreviouslyredeemedorpurchasedandcancelled)atanytime
onorafter5August2015uptothecloseofbusiness(attheplacewherethecertificateevidencingsuchBondisdepositedfor
conversion)on18June2018(bothdaysinclusive)(but,exceptasprovidedinCondition6(A)(iii),innoeventthereafter)orif
suchBondshallhavebeencalledforredemptionbeforetheMaturityDate(asdefinedbelow),thenuptoandincludingtheclose
of business (at the place aforesaid) on a date no later than seven days (in the place aforesaid) prior to the date fixed for
redemption thereof into ordinary shares of HK$0.01 each in the issued share capital of the Issuer (having ISIN number
KYG8917X1218) (the “Shares”) at an initial conversion price of HK$1.88 per Share. The conversion price is subject to
adjustment in the circumstances described under “Terms and Conditions of the Bonds — Conversion — Adjustments to
ConversionPrice”.TheSharesarelistedontheMainBoardofTheStockExchangeofHongKongLimited(the“HKSE”orthe
“Hong Kong Stock Exchange”) under stockcode698 and aresubject to certain restrictionson tradingimposed bytherules
andregulationsoftheHongKongStockExchange.
Unless previously redeemed, converted or purchased and cancelled as provided herein, the Issuer will redeem each Bond at
112.78percent.ofitsprincipalamounton25June2018(the“MaturityDate”).AtanytimetheIssuermayredeemtheBonds
in whole, but not in part, on giving not less than 30 nor more than 60 days' notice at their Early Redemption Amount (as
definedintheConditions)togetherwithaccruedbutunpaidinterest(ifany),iftheIssuersatisfiestheTrusteeimmediatelyprior
to the giving of such notice that it has or will become obliged to payadditional tax amounts as a result of anychange in, or
amendmentto,thelawsorregulationsoftheCaymanIslandsorHongKongoranypoliticalsubdivisionoranyauthoritythereof
orthereinhavingpowertotax,oranychangeinthegeneralapplicationorofficialinterpretationofsuchlawsorregulationsand
suchobligationcannotbeavoidedbytheIssuertakingreasonablemeasuresavailabletoit.TheIssuermayredeemtheBondsin
whole,butnotinpart,ongivingnotlessthan30normorethan60days'noticeontheOptionalRedemptionDate(asdefinedin
theConditions)attheirEarlyRedemptionAmounttogetherwithaccruedbutunpaidinterest(ifany)if,atanytimeimmediately
priortothedatetherelevantOptionalRedemptionNoticeisgiven,ConversionRights(asdefinedintheConditions)shallhave
been exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 90 per cent. or
more in principal amount of the Bonds originally issued. Following the occurrence of a Relevant Event (as defined in the
Conditions),theholderofeachBondwillhavetherightatsuchholder'soptiontorequiretheIssuertoredeemallorsomeonly
of such holder’s Bonds on the Relevant Event Put Date (as defined in the Conditions) at their Early Redemption Amount
together with accrued but unpaid interest. For a more detailed description of redemption of the Bonds, see “Terms and
ConditionsoftheBonds—Redemption,PurchaseandCancellation”.
Approval-in-principal hasbeen received fromtheSingaporeExchangeSecuritiesTradingLimited (the"SGX-ST") for listing
of, and quotation for, the Bonds on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the
statementsmadeoropinionsexpressedorreportscontainedherein.AdmissiontotheOfficialListoftheSGX-STandthelisting
andquotationoftheBondsontheSGX-STisnottobetakenasanindicationofthemeritsoftheIssueroranyothersubsidiary
orassociatedcompanyoftheIssuer,theBondsortheShares.Conditionalapprovalforthelistingof,andpermissiontodealin,
the Shares to be issued on conversion of the Bonds on the HongKong Stock Exchange has been granted bythe Hong Kong
StockExchange.
InvestingintheBondsandtheSharesinvolvescertainrisks.See“RiskFactors”beginningonpage6foradiscussionof
certainfactorstobeconsideredinconnectionwithaninvestmentintheBonds.
TheBondsandtheSharestobeissueduponconversionoftheBondshavenotbeenandwillnotberegisteredundertheUnited
StatesSecuritiesActof1933,asamended(the“SecuritiesAct”)and,subjecttocertainexceptions,maynotbeofferedorsold
withintheUnitedStates.TheBondsandtheSharestobeissueduponconversionoftheBondsmayonlybeofferedoutsidethe
United States in reliance on Regulation S under the Securities Act (“Regulation S”). For a description of these and certain
further restrictions on offers and sales of the Bonds and the Shares to be issued upon conversion of the Bonds and the
distributionofthisOfferingMemorandum,see“SellingRestrictions”.
TheBondswillbeinitiallyrepresentedbyaglobalcertificate(the“GlobalCertificate”)registeredinthenameofanomineeof,
and deposited with, a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société
anonyme(“Clearstream”,togetherwithEuroclear,the“ClearingSystems”).BeneficialinterestsintheGlobalCertificatewill
beshownon,andtransfersthereofwillbeeffectedonlythrough,recordsmaintainedbyEuroclearandClearstream.Exceptas
describedherein,certificatesforBondswillnotbeissuedinexchangeforinterestsintheGlobalCertificate.
ThisOfferingMemorandumisanadvertisementandisnotaprospectusforthepurposeofEUDirective2003/71/EC.
ThedateofthisOfferingMemorandumis27July2015.
IMPORTANTNOTICE
ThecontentsofthisOfferingMemorandumhavenotbeenreviewedbyanyregulatoryauthorityinSingapore,
HongKongorelsewhere.InvestorsareadvisedtoexercisecautioninrelationtotheofferingoftheBonds(the
“Offering”) described herein. If investors are in any doubt about any of the contents of this Offering
Memorandum,theyshouldobtainindependentprofessionaladvice.
The Issuer, having made all reasonable enquiries, confirms that to its best knowledge and belief (i) this
OfferingMemorandumcontainsallinformationwithrespecttotheIssueranditssubsidiariestakenasawhole
(collectively, the “Group”) and to the issue of the Bonds and the Shares, which is material in the context of
theissueandofferingoftheBonds(includingallinformationwhich,accordingtotheparticularnatureofthe
Issuer,theGroup,theBondsandtheShares,isnecessarytoenableinvestorstomakeaninformedassessment
oftheassetsandliabilities,financialposition,profitsandlossesandprospectsoftheIssuer,theGroupandof
the rights attaching to the Bonds and the Shares), (ii) all statements of fact relating to the Issuer, the Group,
the Bonds and the Shares contained in this Offering Memorandum are in all material respects true and
accurate and not misleadinginanymaterialrespect, and thatthere are no other factsinrelationto the Issuer,
the Group, the Bonds and the Shares the omission of which would in the context of the issue of the Bonds
make any statement in this Offering Memorandum misleading in any material respect, (iii) the opinions and
intentions expressed with regard to the Issuer and the Group contained in this Offering Memorandum are
honestly made or held and have been reached after considering all relevant circumstances and have been
based on reasonable assumptions and (iv) all reasonable enquiries have been made bythe Issuer to ascertain
such facts and to verify the accuracy of all such information and statements. The Issuer accepts full
responsibilityfortheinformationcontainedinthisOfferingMemorandum.
This Offering Memorandum has been prepared by the Issuer solely for use in connection with the proposed
offering of the Bonds described in this Offering Memorandum. The distribution of this Offering
Memorandum and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into
whose possession this Offering Memorandum comes are required by the Issuer to inform themselves about
and to observe anysuchrestrictions. No actionisbeingtakento permita public offering ofthe Bondsor the
Shares deliverable upon conversion of the Bonds or the distribution of this Offering Memorandum in any
jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of
theBondsandtheSharesdeliverableuponconversionoftheBonds,andthecirculationofdocumentsrelating
thereto, in certain jurisdictions and to persons connected therewith. For a description of certain further
restrictions on offers, sales and resales of the Bonds and distribution of this Offering Memorandum, see
“SellingRestrictions”.
No person has been or is authorised to give any information or to make any representation concerning the
Issuer, the Group, the Bonds or the Shares other than as contained herein and, if given or made, any such
other information or representation should not be relied upon as having been authorised by the Issuer, The
Hongkong and Shanghai Banking Corporation Limited as the trustee (the “Trustee”) or the Agents (as
definedin“TermsandConditionsoftheBonds”).NeitherthedeliveryofthisOfferingMemorandumnorany
offering, sale or delivery made in connection with the issue of the Bonds shall, under any circumstances,
constitute a representation that there has been no change or development reasonably likely to involve a
changeintheaffairsoftheIssuer,theGrouporanymember oftheGroupsincethedate hereoforcreateany
implicationthatthe informationcontained hereiniscorrectasatanydate subsequentto the date hereof.This
Offering Memorandum does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
TrusteeortheAgentstosubscribefororpurchaseanyoftheBondsandmaynotbeusedforthepurposeofan
offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or
i
solicitation is not authorised or is unlawful. This Offering Memorandum is not intended to invite offers to
subscribefororpurchaseShares.
No representation or warranty, express or implied, is made or given by the Trustee or the Agents as to the
accuracy, completeness or sufficiency of the information contained in this Offering Memorandum, and
nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise, representation or
warranty by the Trustee or the Agents. Neither the Trustee nor any Agent has independently verified any of
the information contained in this Offering Memorandum and none of them can give any assurance that this
informationisaccurate,truthfulorcomplete.ThisOfferingMemorandumisnotintendedtoprovidethebasis
ofanycreditorotherevaluationnorshoulditbeconsideredasarecommendationbytheIssuer,theTrusteeor
theAgentsthatanyrecipientofthisOfferingMemorandumshouldpurchasetheBonds.
Each potential purchaser of the Bonds should determine for itself the relevance of the information contained
inthisOfferingMemorandumanditspurchaseoftheBondsshouldbebaseduponsuchinvestigationswithits
owntax,legalandbusinessadvisersasitdeemsnecessary.
Inmakinganinvestmentdecision,investorsmustrelyontheirownexaminationoftheIssuer,the Groupand
the terms of the Offering, including the merits and risks involved. See “Risk Factors” for a discussion of
certainfactorstobeconsideredinconnectionwithaninvestmentintheBonds.Tothefullestextentpermitted
by law, none of the Trustee or the Agents accepts any responsibility for the contents of this Offering
Memorandum.Eachofthe Trusteeandthe Agentsaccordinglydisclaimsallandanyliabilitywhetherarising
intortorcontractorotherwisewhichitmightotherwisehaveinrespectofthisOfferingMemorandumorany
suchstatement.NoneoftheTrusteeortheAgentsundertakestoreviewthefinancialconditionoraffairsofthe
Issuer or the Group after the date of this Offering Memorandum nor to advise any investor or potential
investorintheBondsofanyinformationcomingtotheattentionofanyoftheTrusteeortheAgents.
Unlessotherwisespecifiedorthecontextrequires,referenceshereinto"PRC"aretothePeople’sRepublicof
China,excludingHongKong, MacauandTaiwan,referencesto"Hong Kong"aretotheHongKongSpecial
AdministrativeRegionofthePRC,referencesto“Hong Kong dollars”,“HK dollars”and“HK$”aretothe
lawful currency of Hong Kong, references herein to “RMB” and “Renminbi” are to Renminbi, the lawful
currencyofthe PRCand references herein to “US dollars”, “USD” and “US$” are to the lawfulcurrencyof
theUnitedStatesofAmerica(the“UnitedStates”orthe“US”).
This Offering Memorandum contains explanations and definitions of certain terms used in connection with
the Group’s business. The terms and their meanings used in this Offering Memorandum may not correspond
to standard industry meaning or usage of these terms. As there is no official industry classification, the
classification of the Group’s services is determined based on the knowledge and experience of the Issuer's
boardofdirectors(the"Board").
Unless expressly stated or the context requires otherwise, all data in this Offering Memorandum is as of the
dateofthisOfferingMemorandum.
ii
INCORPORATIONBYREFERENCE
The Issuer’s annual consolidated financial statements for the years ended 31 December 2013 and 31
December 2014, which have been published on the website of the HKSE and prepared in accordance with
Hong Kong Financial Reporting Standards (“HKFRS”) (which include all Hong Kong Financial Reporting
Standards, Hong Kong Accounting Standards (“HKAS”) and Interpretations) and the auditor’s report in
respectofsuchfinancialstatements,whichhavebeenauditedbyErnst&Young,CertifiedPublicAccountants
in accordance with the Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified
Public Accountants (“HKICPA”) (the “Annual Financial Statements”) are deemed to be incorporated by
referenceinto,andtoformpartof,thisOfferingMemorandum.
Each document incorporated herein by reference is current only as at the date of such document, and the
incorporation byreference of such documents shall not create anyimplication that there has been no change
in the affairs of the Issuer or the Group, as the case may be, since the date thereof or that the information
contained therein is current as at any time subsequent to its date. Any statement contained therein shall be
deemed to be modified or superseded for the purposes of this Offering Memorandum to the extent that a
subsequent statement contained in another incorporated document herein modifies or supersedes that
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a partofthisOfferingMemorandum. The modifyingor superseding statementneed
notstate thatithas modified orsupersededapriorstatementorincludeanyotherinformationsetforthinthe
documentthatitmodifiesorsupersedes.
The makingofa modifyingor supersedingstatementisnot tobe deemed anadmissionfor anypurposesthat
the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a
materialfactoranomissiontostatea materialfactthatisrequiredtobestatedorthatisnecessaryto make a
statementnotmisleadinginlightofthecircumstancesinwhichitwasmade.
These documents are available electronically on the website of the HKSE. Any websites referenced in this
OfferingMemorandumareintendedasguidesastowherepubliclyavailableinformationrelatingtotheIssuer
or the Group may be obtained free of charge. Information appearing on such websites does not, unless
specifiedotherwiseherein, formpartofthisOfferingMemorandumandnoneoftheIssueroranymemberof
theGroupacceptsanyresponsibilitywhatsoeverthatanysuchinformationisaccurateand/orup-to-date. Any
such information should not form the basis of any investment decision by an investor to purchase or deal in
theBondsortheShares.
Prospective investors are advised to obtain and read the documents incorporated by reference herein
beforemakingtheirinvestmentdecisioninrelationtotheBonds.
iii
FORWARD-LOOKINGSTATEMENTS
Certain statementsinthisOfferingMemorandumare nothistoricalfactsand are forward-lookingstatements.
This Offering Memorandum maycontain words such as “believe”, “could”, “may”, “intend”, “seek”, “will”,
“target”, “aim”, “estimate”, “project”, “predict”, “forecast”, “guideline”, “should”, “plan”, “expect” and
“anticipate” and similar expressions that are intended to identify forward-looking statements, but are not the
exclusive means of identifying these statements. Particularly, statements under the sections “The Offering”,
“Risk Factors”, “Description of the Group” and sections relating to the following matters may include
forward-lookingstatementsregarding:
• the financial position, business strategy, prospects, capital expenditure and investment plans of the
Group;and
• the plans and objectives of the Group’s management for its future operations (including development
plansandobjectivesrelatingtotheGroup’soperations).
Suchstatementsaresubjecttovariousrisksanduncertainties,including,butnotlimitedto:
• competitionintheindustryinwhichtheGroupoperates;
• adverse economic conditions that could negatively impact the Group’s business, financial condition
andresultsofoperations;
• broad market trends and other factors beyond the Group’s control that could harm its business,
financialconditionandresultsofoperations;
• theGroup’sabilitytoobtainadequatefinancing;
• failuretoprotecttheGroup’sintellectualpropertyrights;
• therisksofincreasedcostsandtheuncertaintyoftechnologicalchanges,insufficientsystemscapacity
andsystemsfailures;
• changesinlaws,regulationsandtaxationinthe highlyregulatedindustryinwhichtheGroupoperates
and,anyfailuretocomplywithsuchlegalandregulatoryobligations;
• anydelayordisapprovalofnewrules,amendmentstoexistingrulesorfeesthatcouldhaveanadverse
effectontheGroup;and
• otherfactors,includingthosediscussedin“RiskFactors”.
Forward-looking statements involve inherent risks and uncertainties. Should one or more of these or other
uncertainties or risks materialise, actual results may vary materially from those estimated, anticipated or
projected. Specifically, but without limitation, capital costs could increase, projects could be delayed, and
anticipated improvements in capacity, performance or profit levels might not be fully realised. Although the
Issuer believes that the expectations of the Issuer’s management as reflected by such forward-looking
statementsarereasonablebasedoninformationcurrentlyavailabletoit,noassurancescanbegiventhatsuch
expectationswillprovetohavebeencorrect.Accordingly,investorsarecautionednottoplaceunduereliance
on the forward looking statements and the Issuer undertakes no obligations to update or revise any of them,
whetherasaresultofnewinformation,futuredevelopmentsorotherwise.
iv