NOTWITHSTANDING THE PROSPECTS OF OUR GROUP AS OUTLINED IN THIS PROSPECTUS, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS (WHICH MAY NOT BE EXHAUSTIVE) AND RANKED IN ORDER OF PRIORITY BASED ON OUR EVALUATION, THAT MAY HAVE A SIGNIFICANT IMPACT ON THE FUTURE PERFORMANCE OF OUR GROUP IN ADDITION TO OTHER INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS, BEFORE INVESTING IN OUR SHARES. NOTWITHSTANDING THE PROSPECTS OF OUR GROUP AS OUTLINED IN THIS PROSPECTUS, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS (WHICH MAY NOT BE EXHAUSTIVE) AND RANKED IN ORDER OF PRIORITY BASED ON OUR EVALUATION, THAT MAY HAVE A SIGNIFICANT IMPACT ON THE FUTURE PERFORMANCE OF OUR GROUP IN ADDITION TO OTHER INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS, BEFORE INVESTING IN OUR SHARES. BUSINESS RISK (a) Availability of Resources The main resource for our Group’s product and services is technical manpower. A high level of training and close supervision while on the job is necessary to maintain competency at the highest level in order to meet stringent industry standards at the very least. Our Group’s success in having secured numerous major and technically demanding projects is testimony of a dynamic and strong organisation, which appeals to many job seekers in the market. Our Group has not encountered any problems in staff turnover as evidenced by support received from several key personnel who have been with the Group since its early days as well as the growing number of employees recruited. However, no assurance can be given that any changes to the availability of the abovementioned resource will not have a material adverse impact on our Group’s business. (b) Market Risk Our Group will certainly be subjected to the inherent risk within the UHP delivery systems industry as well as the Semiconductor, FPD and solar industries. These include certain dependency on the growth of related industries like Semiconductor, FPD and solar, increased working capital requirements, as well as general economic and business fluctuations. Our Group has taken steps to minimise these risks by, amongst others, diversifying into other emerging industries such as LED, pharmaceutical and bioscience which are expected to be key market drivers for the UHP delivery systems, industry funding our future increase in working capital requirements through prudent cash flow management whilst expanding our current business activities. However, no assurance can be given that market risk will not have a material adverse impact on our Group’s business. (c) Operational Risk There is no assurance that our Group will continue to be profitable in future years, or that it will achieve increasing or consistent level of profitability. Our Group’s revenue and operating results are difficult to forecast due to its project-based nature and could be adversely affected by many factors. Forecast of such nature is subject to inherent risk and uncertainties. These include, amongst others, changes in our Group’s operating cycles and expenses, our ability to develop and market new products and service and to control costs, market acceptance of our Group’s new products and services, the length of its sales cycles, trade receivables’ collection period and other business risks common to going concerns and technological obsolescence. Our Directors believe that our Group should be able to maintain its record of profitability in the future as our Group has been expanding and diversifying its product and service range to different industries. Our Group continues to manage its cash flow position prudently by closely monitoring its trade receivables position and operating expenditure and takes careful consideration of any proposed capital expenditure to ensure the continued sustainable financial position of its business. (d) Project Risk Our Group’s contracts with clients are generally entered into on a project basis. Due to the complexity of the projects that our Group undertakes, the projects are subject to the following risk factors:(i) Most of our Group’s services are based on fIxed price contracts of which the price is determined at bid time, based on estimates. Our Group may under-estimate project cost in tendering or bidding for a project. In such event, our Group may incur cost overruns which will reduce profIts or incur losses for such a project;
(ii) Clients may delay or cancel their projects due to unforeseen circumstances. Delays may arise from incomplete specifIcations or unanticipated difficulties during the project implementation stage or even a decision to scale back expansions of Foundries or manufacturing plants due to reduced demands for their products. Project delays will affect profIt margin as time spent negotiating and resolving issues will delay the recognition of revenues. Additional costs may also be incurred as a result of these delays. Further, any changes in the client’s management may also cause cancellation of awarded projects; and
(iii) Failure to implement projects that fully satisfy the requirements and expectations of the clients may lead to claims being made against our Group, which may in tum adversely affect our profIts and reputation. This usually arises from staff turnover, human error, misinterpretation of and failure to adhere to specifIcations and procedures. Our Group has not encountered any signifIcant project risk in the past and will continue to conduct studies on the complexity and the specifIcation of each project in order to ensure smooth implementation and minimise cost overruns. However, there are no assurances that such project risk, if occurred, will not have a material adverse impact on our Group’s fInancial performance. (e) Licences Our Group, through KE Shanghai has been granted the right to provide our UHP delivery systems solution in the PRC when we obtained our business licence on 16 April 2002. The operation term for the business licence is for a 20-year tenure from 16 April 2002 to 15 April 2022 which is renewed on a yearly basis through an annual inspection by the PRC government. However, in the event where our business licence is not renewed due to the results of the annual inspection for whatsoever reason, we will no longer be able to operate in the PRC which would likely affect our Groups fInancial position adversely. Nevertheless, KE Shanghai has over the years been diligently seeking and passing its annual inspection, the last being for 2008. The Directors do not foresee any issues in continuing to pass its annual inspection in the future so long as KE Shanghai continues to operate within the parameters of its business license and under the laws of the PRC. THE REST OF THE PAGE IS INTENTIONALLY LEFT BLANK (f) Fluctuation of Revenue and Profitability Our Group’s revenue is derived mainly from Base Build and Hook Up projects which typically have a fmite contract period. Specifically, a single contract sum for a Base Build project is typically large in amount but the contract period is relatively short ranging from three (3) to six (6) months. On the other hand, contracts for Hook Up projects are usually awarded in stages with a smaller contract sum each stage, but the entire Hook Up projects usually stretch over a longer period ranging from twelve (12) to twenty four (24) months. As a result, our Group’s revenue and profitability are subject to the nature of such contracts and may therefore fluctuate due to the timing on the recognition of such revenue, especially for Base Build projects which are typically awarded in larger lump sum contracts. There can be no assurance that in the absence of such Base Build contracts our revenue and profitability can be maintained consistently over time. The abovementioned risk is to a certain extent mitigated by recurrent Hook Up contracts which are usually awarded to the incumbent Base Build contractor post-completion of the Base Build projects. As mentioned above, as such Hook Up contracts are usually awarded in stages over a longer period of time, the fluctuation in revenue and profitability is somewhat smoothened as more Hook Up contracts are secured. Furthermore, historically a large proportion of our Group’s revenue is recognized in the second (2nd) half of the financial year as compared to the first (1″) half, attributed mainly to the winter months as well as festive season from year end up to the fust (I”) quarter, which are generally not conducive for plant constructions. As such, our revenue during the financial year could be subject to fluctuation with the bulk of the revenue recognised in the second (2nd) half of the financial year. (g) Credit Terms for Purchases Our project implementation requires the engagement of suppliers for, amongst others, welding sub-contract works as well as the supplies of tools, materials and equipment. As the cost of such purchases generally form a significant part of our total project cost, the credit terms granted by such sub-contractors are therefore crucial for the management of our project cash flow. There is no assurance that we will continue to enjoy the existing credit terms given by these suppliers, especially as the contract size grows in amount and hence the amount of purchases increases accordingly. In the event ofa tightening ofthe credit terms given by these suppliers, our project cash flow may be adversely affected. We have however not experienced any significant tightening of credit terms by our suppliers up to the Latest Practicable Date. Notwithstanding the abovementioned, some of these suppliers such as welding sub-contractors could easily be replaced without affecting our cost structure materially. As such, the risk of an unfavourable credit term imposed by such suppliers would be mitigated to a certain extent by the ease to switch to other suppliers who are able to offer better credit terms. 3.2 RISKS RELATING TO THE INDUSTRY (a) Lack of Long Term Contracts A substantial part of our Group’s revenue is derived from Base Build and Hook Up projects. Our failure to secure future projects may have a material adverse effect on our Group’s future financial performance. It is normal within the UHP delivery systems industry that users of gas and chemical delivery equipment and QA and QC services do not enter into long-term contracts with the suppliers. As a result, there is no assurance that our customers will continue to purchase our products or services. Nevertheless, the risk of a lack of long term contracts is mitigated by the established business relationships between our Group and the major gas companies and Foundries, and our ability to continually secure repeat orders from such customers. Furthermore, we also recognise the need for revenue diversification and to reduce our dependency on Semiconductor, FPD and solar industries by venturing into other emerging industries such as LED, pharmaceutical and bioscience. While our Management will make continuous efforts in diversifying our revenue source, there can be no assurance that the aforesaid efforts will be able to mitigate the risk arising from the lack of long term contracts with our customers. (b) Dependency on Intellectual Property The provision of our Group’s products and services is reliant on the combination of various technologies and skill-sets which are inherent in the UHP delivery systems industry, such as simulation technology, metallurgical knowledge, welding knowledge and UHP protocols, amongst others. There is no assurance that unauthorised parties will not attempt to copy the capabilities of our simulation technology or our codified standard operating procedures and to use such information which our Group considers as our trade secrets and proprietary knowledge for their own benefits. Our Group’s system and equipment are either developed inhouse or sourced externally. To mitigate this risk, our Group will emphasise on the originality of our products in our R&D function to avoid duplication of ideas and infringing third party proprietary rights/licences. (c) Rapid Changes in Technology The UHP delivery systems industry is characterised by rapid changes and advancements in high technology industries such as Semiconductor and FPD, customer demands and evolving industry standards. Our Company’s survival is very much dependent on its ability to address these factors promptly. These risks are mitigated by the development of technical expertise through our Company’s R&D efforts to keep ourselves up-to-date with such developments. In addition to dependence on in-house R&D efforts, our Group also keeps abreast with the latest technology through the constant upgrading of our senior staff by sending them abroad to attend international trade fairs and meetings with leading specialist in order to remain at the forefront of technology developments and our competition. There can however be no assurance that any rapid change in technology in the future and our inability to address such changes to suit our customers needs will not have a material adverse impact on our Group’s business. (d) Cyclicality and Seasonality of the Semiconductor Industry The cyclicality and seasonality of the Semiconductor industry can result in volatility of our operating results. The Semiconductor industry is cyclical, experiencing booms and busts that are strongly correlated to supply versus demand forces faced by the industry. During periods of growth, manufacturers would invest heavily to improve their technology to process smaller line-width and larger Wafer sizes, which leads to a surplus in supply, lower prices and overall market growth. Subsequently, as average selling prices are pushed to below costs and operations are no longer profitable, industry consolidation is inevitable, resulting in a supply deficit, temporary stabilisation of average selling prIces and the beginning of a new cycle. As such, our current revenue and profitability are driven largely by the capital expenditures of Semiconductor manufacturers in Foundries. There could be no assurance that such revenue and profitability could be sustained in times of the busts cycle within the Semiconductor industry. Notwithstanding the abovementioned, as the Semiconductor product life cycle gradually shortens, such reinvestments on capital expenditures are expected to be made more frequent over shorter life cycles. Furthermore, with the increasing application of UHP delivery systems in other industries such as LED, pharmaceutical, and bio-science, etc. the volatility of our operating results in-line with the Semiconductor life cycle is expected to be reduced going forward as the application ofUHP delivery systems are extended to these other industries. (e) Dealings with Hazardous Gases and Chemicals A UHP delivery system contains hazardous gases / chemicals which could be flammable, combustive, corrosive and toxic. The leakage of such hazardous gases / chemicals as a result of design flaws, improper use of materials and installation methods may result in major disasters and serious injury to personnel or even fatalities. During the course of operation, our employees are constantly exposed to the risks of such leakage which may be life threatening. As part of our efforts to ensure the continued safety of our operations, our employees are provided with training to equip them with knowledge to handle such gases / chemicals and are also adequately insured should the worst happen. Furthermore, our employees are also required to adhere strictly to our Standard Operating Procedures at all times to ensure the safety of our employees and of our delivery system are not compromised. Our impeccable safety record to date is a testament of our commitment to safety. There can be, however, no assurance that we will be able to maintain our impeccable safety record in the future nor that in the event of any accidents, such accidents will not affect our ability to successfully tender for future projects. (f) Dependency on Major Customers For the FYE 31 December 2008, at least 34.4% of our Group’s total revenue were received from the BOCLH group of companies (“BOCLH Group”). BOCLH is a related company to our Group by virtue of their indirect shareholding interests in our Company through Sky Walker, a substantial shareholder of our Company. BOCLH is a joint venture between Lien Hwa Industrial Corp. of Taiwan and BOC Group Pic of the United Kingdom, and plays an important role in the burgeoning growth of Taiwan’s information technology industry by providing essential gases required for the production of high technology products like Semiconductor and FPD. Their network of clienteles and relationships effectively allows our Group to keep abreast with the latest developments in the industries and also alerts our Group to new business opportunities and market development. As a result of this close working relationship with the BOCLH Group, BOCLH became a substantial shareholder of our Company in December 2005. This working relationship has been present since March 2003 even before BOCLH became a shareholder of our Company. Going forward, we expect to maintain this close relationship with the BOCLH Group and likely to continue to source contracts from them due to the nature of the UHP delivery systems industry which has traditionally been dominated by only a few key players, notably the major gas companies such as the Linde Group, BOCLH (in Taiwan and the PRe), Air Products and Chemicals, Inc. (“Air Products”), Praxair, Inc. and the Air Liquide Group. THE REST OF THE PAGE IS INTENTIONALLY LEFT BLANK Notwithstanding the above, we have also taken steps to mitigate the risk of dependency on the BOCLH Group by securing contracts from other gas companies as well, such as Air Products and the Air Liquide Group as well as other turnkey main contractors. Other efforts taken include our Group’s expansion into other geographical markets such as Singapore and widening the range of our products and services to cater for LED, pharmaceutical and bioscience applications. However, there can be no assurance that any adverse development in our relationship with the BOCLH Group will not have a significant impact on our revenue and profitability. (g) Fluctuation in the Price of Raw Materials The cost of steel piping and fittings generally accounts of approximately 25% of a typical project cost. The steel industry is highly cyclical in nature and steel prices are influenced by numerous factors, many of which are beyond the control of our Group, including general economic conditions, industry capacity utilization, import duties and other trade restrictions and currency exchange rates. We generally minimise our exposure to the fluctuating price of steel piping and fittings by securing the quantity and price of such raw materials through our procurement process with the suppliers at the point of securing the projects with end-customers. Through this process our Group is able to finalise contract terms based on fixed prices of volatile raw materials, thereby allowing us to minimise unforeseen margin dilution should prices increase later. As a result of this, we have historically been able to secure projects at times where the cost of raw materials is at an industry high. There can be no assurance that steel prices will not rise again in the future and, if so, no assurance that our Group will be able to continue to pass the rising cost of raw materials to our customers without affecting our competitiveness. If we are unable to pass on some or all of future raw material cost increases to our customers, the Company’s business, [mancial condition and results of operations could be adversely affected.
3.3 OTHER RISKS (a) Dependence on Directors or Key Management Employees Our Group’s future performance depends to a significant extent on the continued efforts and abilities as well as the networking and marketing efforts of our executive Directors and Key Management Employees. In the future, a management succession plan will be introduced in our Group. This will safeguard the loss of services of any of these individuals and minimise any material adverse effect on our Group’s performance. As a mitigating factor, our Group currently enjoys a cordial relationship with its employees and they do not belong to any trade union. In addition, the employees are sent to various courses and seminars to enhance their knowledge and broaden their business network. We believe that by increasing our profile through the listing on the ACE Market, we will be able to attract and retain able and qualified personnel to play an active role in the growth of our Group. However, there can be no assurance that our Group will be successful in retaining or recruiting qualified personnel. Any failure to expand or retain the key personnel may materially and adversely affect our Group’s overall business, operating results and [mancial condition. (b) Control by the Promoters Upon completion of the IPO, our Promoters will effectively and collectively hold an aggregate of 45,625,350 Shares, which represents approximately 61.07% of the enlarged issued and paid-up share capital of Kelington and hence will be the controlling shareholders of our Company. As a result, it is likely that our Promoters will be able to effectively control the outcome of certain matters requiring shareholders’ approval, including the constitution of our Board. Depending on how they choose to vote and because of the size of their collective shareholdings, the controlling shareholders will have significant influence over matters requiring shareholders’ approval, unless they are required by law and/or the relevant authorities to abstain from voting. Nonetheless, our Group will form an audit committee as a step towards good corporate governance to ensure that any future transactions involving related parties, if any, are entered into on arms-length basis. (c) Introduction of New Laws or Changes to Existing Laws in Foreign Jurisdiction Our business operates in the PRC, Taiwan and Singapore which are governed by their respective corporate laws, regulations and legal systems. Therefore, we are unable to predict future changes to their current laws and regulations and how they might effect our operations as well as our qualification to operate in these countries. Our Group will take the necessary actions to comply with new laws and regulations and any changes to the existing laws and regulations, however, we cannot assure that in doing so our competitiveness and/or operational results would not be adversely affected. Particularly, the PRC legal system is a codified system comprising written laws, regulations, circulars, administrative directives and internal guidelines. The PRC government is still in the process of developing its legal system, so as to meet the needs of investors and to encourage foreign investments. As the PRC economy is developing at a faster pace than its legal system, some degree of uncertainty exists as to whether, and how, existing laws and regulations will apply to certain events or enforcement thereof, are still at an experimental stage and are therefore subject to policy changes. Precedents on the interpretation, implementation and enforcement of PRC laws and regulations are currently limited and the decisions of the PRC courts do not bind the same in subsequent cases. As such, we cannot predict to a reasonable degree of certainty the outcome of any disputes which we may have with our customers and suppliers (if any). Accordingly, our business and financial performance may be affected. Notwithstanding the abovementioned, we have not in the past encountered any significant adverse impact on our business and/or operations in the PRC, Taiwan and Singapore as a result of introduction of new laws or changes to existing laws in those jurisdictions. For further information on the above, please refer to Section 14 of this Prospectus, Summary of Salient Foreign Laws and Regulations. (d) Competition Based on the IMR, the level of competition in the UHP delivery systems industry in which we operate is medium. Our direct competitors in Taiwan and the PRC only number between 8-10 companies in each country in 2008 (Source: The IMR). Furthermore, according to the IMR, we have limited direct competition in Malaysia as we are one of the few companies in Malaysia (apart from the gas / chemical companies) which have the capabilities and technical competencies in the design and installation of UHP delivery systems as well as the ability to provide a total UHP solution packages for clients. However, there can be no assurance that there will be no new entrants into the industry which compete directly with us in the foreseeable future. Notwithstanding the abovementioned, the barriers to entry into the UHP delivery systems industry is relatively high as detailed in Section 5 of this Prospectus. Furthermore, our ability to offer a total solution package including, most importantly, our design capability which is reinforced by our expertise in the convergence of gas / chemical properties knowledge with that of engineering capabilities is a key factor which differentiates us from other mainstream engineering companies. Coupled with the expected growth of the UHP delivery systems industry at a compounded average growth rate of 13.0% and 9.6% for the PRC and Taiwan respectively from 2008 to 2013 and a stable market growth in Malaysia during the same period, we expect to be able to maintain our competitiveness going forward. (Source: The IMR) (e) No Prior Market for our Shares Prior to the IPO, there has been no public market for our Shares. There can be no assurance that an active market for our Shares will develop upon the Listing or, if developed, that such market will be sustained. There can also be no assurance that the Issue Price and the Offer Price will correspond to the price at which our Shares will be traded on the ACE Market upon or subsequent to the Listing. The Issue Price and the Offer Price have been determined after taking into consideration a number of factors, including but not limited to, our Group’s fmancial and operating history and condition, its prospects and the prospects of the industry within which our Group operates in. The price at which the Shares will trade on the ACE Market upon or subsequent to the Listing will be dependent upon market forces beyond the control of our Company. (I) Foreign Exchange Fluctuation In addition to Malaysia, our Group also procures its supply of raw materials and labour services from the PRC, Taiwan and Singapore. Hence, a substantial part of our Group’s total purchases are denominated in foreign currencies including USD, NTD and RMB with a recent exposure in SGD upon the commencement of our Singapore operations. Exchange rate fluctuations may expose our Group to additional risks, as any weakening of the RM may increase our Group’s costs and adversely affect the fmancial performance of our Group. Apart from procurement, our Group’s products and services are also rendered within the PRC and Taiwan wherein a substantial portion of our Group’s total revenue are denominated in RMB and NTD. Going forward, with the increase in contribution from the Singapore market, we also expect a significant portion of our revenue to be denominated in SGD. Exchange rate fluctuations may also expose our Group to additional risks, as any weakening of the foreign currency may decrease our Group’s revenue and adversely affect the fmancial performance of the Group. We have not in the past encountered any foreign exchange fluctuations that have materially affected our profitability. Notwithstanding that, as this is an inherent risk for our Group including any other company that operates overseas, in order to mitigate such exchange rate risks, our Group may undertake hedging activities for future spending or reinvest the currency earned in the country of origin. Furthermore, the foreign exchange risk is mitigated to a certain extent as the nature of our operation warrants the use of our foreign currency earnings to pay for the purchases denominated in the same foreign currency in the respective countries which we operate in. This would therefore provide to a certain extent a natural hedge against foreign exchange fluctuations. Nevertheless, there can be no assurance that any future significant exchange rate fluctuations or changes in foreign exchange control regulations will not have a material and adverse impact on the revenues and financial performance of our Group. (g) Political and Economic Conditions Like all other business entities, adverse developments in political, economic and regulatory conditions in Malaysia and other countries may materially and adversely affect the financial condition of the Asian region and could unfavourably affect the results and business prospects of our Group. Other political uncertainties that could unfavourably affect our Group include changes in political leadership, expropriation, nationalisation, act of war, re-negotiation or nullification of existing sales orders and contracts, changes in interest rates and methods of taxation and currency exchange rules and contracts, especially in those countries in which our Group operates in. We have not in the past encountered any adverse political and economic conditions which have affected our operations. Notwithstanding that, whilst our Group strives to continue to take effective measures such as prudent financial management and efficient operating procedures, there is no assurance that any adverse political, economic and regulatory factors will not materially and adversely affect our Group operationally or financially. (h) Failure or Delays in the Listing The occurrence of anyone or more of the following events (which may not be exhaustive) may cause a delay in, or non-implementation of, the Listing:(i) the placees under the Private Placement fail to subscribe for the Issue Shares / Offer Shares allocated to them; or
(ii) our Underwriter, after being appointed, exerclsmg their rights pursuant to the underwriting agreement to discharge themselves from their obligations thereunder; or
(iii) our Group is unable to meet the public spread requirement, that is, at least 25% of the total number of shares for which the Listing is sought to be in the hands of the public and at a minimum of 200 shareholders at the point of its admission to the ACE Market. Although our Board will endeavour to ensure compliance by our Company with the various provision of the Listing Requirements, including, inter-alia, the public spread requirements imposed by Bursa Securities, for the Listing to be successful, no assurance can be given that the abovementioned factors will not cause a delay in or the non-implementation of the Listing. (i) Uncertainty of the Business Development Plan In order to achieve our business development plan as set out in Section 7 of this Prospectus, our Group relies on the availability of management, fmancial, customer support, operational and other resources. The success of our Group’s business development plan will be dependent upon, amongst others, our Group’s ability to successfully develop and commercialise further applications of our products and services, to successfully monitor our business growth and on favourable terms, to hire and retain skilled management, as well as to obtain adequate financing when needed. As a mitigating factor, our Group is backed by nine (9) years of experience and know-how in the UHP delivery systems industry. Nevertheless, there can be no assurance that our Group will be able to successfully implement our business development plan or that unanticipated expenses or problems or technical difficulties will not occur which would result in material delays in its implementation or even deviation from its original plans. In addition, the actual results may deviate from the business development plan due to rapid technological and market changes, as well as competitive pressures. 31
U) Disclosure Regarding Forward-Looking Statements All statements contained in this Prospectus, statements made in press releases and oral statements that may be made by our Company or our Directors or employees acting on our Group’s behalf, that are not statements of historical fact, constitute “forward-looking statements”. Investors can identify some of these statements by forward-looking terms such as “expect”, “believe”, “plan'” “intend”, “estimate”, “anticipate”, “may”l “will”, “wQuld’\ and “could” or similar words. However, investors should note that these words are not the exclusive means of identifying forward-looking statements. All statements regarding our Group’s expected financial position, business strategy, plans and prospects are forwardlooking statements. These forward-looking statements, including statements as to our Group’s revenue and profitability, cost measures, planned strategy and any other matters discussed in this Prospectus regarding matters that are not historical facts are only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our Group’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Certain statements in this Prospectus are based on historical data, which may not be reflective of the future results, and any statements which are forward-looking in nature are subject to uncertainties and contingencies. All forward-looking statements are based on forecasts and assumptions made by our Group, and although believed to be reasonable, are subject to unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially for the future results, performance or achievements expressed or implied in such forward-looking statements. Such factors include, inter alia, general economic and business conditions, competition and the impact of new laws and regulations affecting our Group. In the light of these risks and other uncertainties, the inclusion of any forward-looking statements in this Prospectus should not imply that the plans and objectives of our Group will be fully implemented and satisfied. THE REST OF THE PAGE IS INTENTIONALLY LEFT BLANK