IMPORTANT NOTICE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.


IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached document (the “Exchange Offer Memorandum”) following this page. You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the Exchange Offer Memorandum. In accessing the Exchange Offer Memorandum, you agree to be bound by the following terms and conditions including any modifications to them from time to time, each time you receive any information from us as a result of such access.


Confirmation of Your Representation: You have accessed the Exchange Offer Memorandum on the basis that you have confirmed your representation to Haitong International Securities Company Limited (the “Dealer Manager”) that (1) that you are a holder of or are a custodian or intermediary acting on behalf of the beneficial owner of the 8.50 per cent. guaranteed bonds due 2024 (the “Existing Bonds”) issued by New Momentum International Limited (the “Issuer”) and unconditionally and irrevocably guaranteed by the Goho Asset Management Co., Ltd. (國厚資產管理股份有限公司) (the “Guarantor”), (2) you are or are acting for the account or benefit of a non-U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) outside the United States and to the extent you participate in the Exchange Offer as described in the Exchange Offer Memorandum, you will be doing so pursuant to Regulation S under the Securities Act, and (3) that you consent to delivery of the Exchange Offer Memorandum and any amendments or supplements thereto by electronic transmission.


YOU SHOULD READ THE EXCHANGE OFFER MEMORANDUM CAREFULLY BEFORE MAKING A DECISION WHETHER TO PARTICIPATE IN THE EXCHANGE OFFER, AND ANY SUCH DECISION SHOULD BE MADE SOLELY ON THE INFORMATION CONTAINED. UPON YOUR PARTICIPATION IN THE EXCHANGE OFFER, YOU WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO THE ISSUER, THE GUARANTOR AND THE DEALER MANAGER THE REPRESENTATIONS AS SET FORTH THEREIN.


The Exchange Offer Memorandum has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Dealer Manager or any person who controls it or any of its directors, employees representatives or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. We will provide a hard copy version to you upon request.


THE SECURITIES DESCRIBED THEREIN 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 OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, 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.


Except with respect to eligible investors in jurisdictions where such exchange offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of either the issuer of the securities or to the Dealer Manager to subscribe for or purchase any of the securities described therein and access has been limited so that it shall not constitute a general advertisement or solicitation in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Dealer Manager or any of their affiliates is a licensed broker or dealer in that jurisdiction, the offering shall be described to be made by the Dealer manager or their affiliates on behalf of the issuer in such jurisdiction.


You are reminded that you have accessed the Exchange Offer Memorandum on the basis that you are a person into whose possession such Exchange Offer 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 such Exchange Offer Memorandum, 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 announcement, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected.


YOU ARE NOT AUTHORISED AND YOU MAY NOT FORWARD OR DELIVER THE EXCHANGE OFFER MEMORANDUM, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH EXCHANGE OFFER MEMORANDUM IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE EXCHANGE OFFER MEMORANDUM, IN WHOLE OR IN PART, IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.


You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk. It is your responsibility to take precautions to ensure that this electronic communication is free from viruses and other items of a destructive nature.

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