The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Hong Kong, Japan, the People’s Republic of China, the Republic of South Africa or Switzerland or any jurisdiction in which such offers or sales are unlawful. Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or under any applicable securities laws of any state, province, territory, county or other jurisdiction of the United States, Australia, Canada, Hong Kong, Japan, the People’s Republic of China, the Republic of South Africa or Switzerland. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States) or in or into Australia, Canada, Hong Kong, Japan, the People’s Republic of China, the Republic of South Africa, Switzerland or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.

The securities of the Company may not be offered or sold in Hong Kong, by means of any document, other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) of Hong Kong (the SFO) and any rules made under the SFO; or (ii) in other circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong) of Hong Kong (the C(WUMP)O) or an invitation to induce an offer by the public to subscribe for or purchase any shares and which do not result in the materials being a “prospectus” as defined in the C(WUMP)O. No advertisement, invitation or document relating to the securities of the Company may be issued or may be in the possession of any person for the purpose of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the C(WUMP)O and the SFO) other than with respect to the securities of the Company which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under the SFO or in other circumstances which do not constitute an offer or invitation to the public within the meaning of the C(WUMP)O. The contents of the materials have not been reviewed by any regulatory authority in Hong Kong.

The materials are only addressed to and directed at persons in member states of the European Economic Area (other than the United Kingdom) who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Regulation 2017/1129/EU) and related implementation measures (Qualified Investors). Any investment or investment activity to which this document relates is available only to persons in the United Kingdom and Qualified Investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons. Persons who are not in the United Kingdom or Qualified Investors (in other Member States) should not act or rely on this document or any of its contents.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. These materials must not be released or otherwise forwarded, distributed or sent in or into the United States or in or into Australia, Canada, Hong Kong, Japan, the People’s Republic of China, the Republic of South Africa, Switzerland or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States or in, into or from Australia, Canada, Hong Kong, Japan, the People’s Republic of China, the Republic of South Africa or Switzerland.

If you are located in the United States and are a “qualified institutional buyer” as defined in Rule 144A under the US Securities Act of 1933, as amended, please contact the Company for more information regarding participation in the proposed transaction.