Exhibit 10.18


 

	


    No:

     

    Provided to:

	
     

    SUPPLEMENT 

     

	
     

    HYB A FUND SP

     

    a segregated portfolio of

    PRESTIGE GLOBAL FUND SPC

    an exempted company incorporated with limited
    liability under the laws of the Cayman Islands with registration number 312284

     

	
    PRESTIGE GLOBAL ASSET MANAGEMENT
    LIMITED

    Manager

     

    SHANGHAI BPS INVESTMENT MANAGEMENT
    PARTNERSHIP (LIMITED PARTNERSHIP)

    上海毕朴斯投资管理合伙企业(有限合伙)

    Investment Manager

	
     

    April 2020

     



 


WARNING


The contents
of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the
offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.


警告


本文件的內容未經在香港的規管當局審核。你應就有關要約謹慎行事。如你對本文件的


任何內容有任何疑問,你應尋求獨立專業意見。


 




     


     


    

 


IMPORTANT NOTICES TO POTENTIAL
INVESTORS


 


Prestige Global Fund SPC (the
“Company”) is an exempted company incorporated with limited liability and registered as a segregated portfolio company
under the Companies Law. This Supplement relates to the offering of Participating Shares attributable to HYB A FUND SP, a segregated portfolio
of the Company. This Supplement should be read in conjunction with the Memorandum.


 


Reliance on the Memorandum and this
Supplement


 


Participating Shares are being
offered only on the basis of the information contained in the Memorandum and this Supplement. Any further information or representations
given or made by any dealer, broker or other person should be disregarded and accordingly, should not be relied upon. No person has been
authorised to give any information or to make any representations in connection with the offering of Participating Shares other than those
contained in the Memorandum and this Supplement and, if given or made, such information or representations must not be relied on as having
been authorised by the Directors.


 


Certain information contained
in this Supplement constitutes “forward-looking statements”, which can be identified by the use of forward-looking terminology
such as “may”, “will”, “should”, “expect”, “anticipate”, “project”,
“estimate”, “intend”, “believe”, the negatives of such words, other variations of such words or comparable
terminology. Due to various risks and uncertainties, including those described in the sections in the Memorandum headed “Risk Factors”
and “Conflicts of Interest” and the section in this Supplement headed “Risk Factors”, actual events or results
or the actual performance of the Portfolio may differ materially from that anticipated in such forward-looking statements.


 


No representations or warranties
of any kind are intended or should be inferred with respect to the economic return from, or the tax consequences of, an investment in
the Portfolio. Before making an investment in the Portfolio prospective investors should review the Memorandum and this Supplement carefully
and in their entirety. Prospective investors should consult with their legal, tax and financial advisers as to any legal, tax, financial
or other consequences of subscribing for, purchasing, holding, redeeming or disposing of Participating Shares in their country of citizenship,
residence and/or domicile.


 


Risks


 


An investment in the Portfolio
carries substantial risk. There can be no assurance that the investment objective of the Portfolio will be achieved and investment results
may vary substantially over time. An investment in the Portfolio is only suitable for sophisticated investors who are able to bear the
loss of a substantial portion or even all of their investment in the Portfolio. An investment in the Portfolio is not intended to be a
complete investment programme for any investor.


 


There is no public market for Participating Shares, nor
is a public market expected to develop in the future.


 


Potential investors should
carefully consider the risk factors set out in the sections of the Memorandum and this Supplement headed “Risk Factors” when
considering whether an investment in the Portfolio is suitable for them in light of their circumstances and financial resources. Investors
are advised to seek independent professional advice on the implications of investing in the Portfolio.


 




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DIRECTORY


 


Prestige Global Fund SPC


HYB
A FUND SP


 


	Directors	
    SHI, Hongtao

    SZE, Chi Tak

	 	 
	Registered Office	
    4th Floor, Harbour Place 103
    South Church Street PO Box 10240

    Grand Cayman KY1-1002 Cayman
    Islands

	 	 
	Manager	
    Prestige Global Asset Management Limited 4th Floor,
    Harbour Place

    103 South Church Street PO Box 10240

    Grand Cayman KY1-1002 Cayman Islands

	 	 
	Investment Manager	
    Shanghai BPS Investment Management Partnership (Limited
    Partnership)

    上海毕朴斯投资管理合伙企业(有限合伙)

    Room 138, Area A, 2nd Floor

    5251 Huqingping Road, Qingpu District Shanghai

    People’s Republic of China

	 	 
	Investment Advisor	
    Prestige Asset Management Limited Suite
5102, Cheung Kong Center 2 Queen’s Road Central Hong Kong

	 	 
	Administrator	Apex Fund Services Ltd. 58 Par-la-Ville Road Vallis Building Hamilton, HM11 Bermuda
	 	 
	Sub-Administrator	
    Apex Fund Services (Singapore) Pte Ltd 9 Temasek
    Boulevard

    Suntec City Tower Two #12-01/02 Singapore 038989

	 	 
	Custodian	
    CCB (Asia) Trustee Company Limited 23rd
    CCB Tower

    3 Connaught Road Central, Central Hong Kong

	 	 
	QFII Investment Manager	BOB Scotia International Asset Management Company Limited
	 	
    中加国际资产管理有限公司

    Unit 3301, 33/F

    The Center

    99 Queen's Road Central Hong Kong

	 	 
	QFII Custodian	
    China Construction Bank Corporation

    中国建设银行股份有限公司

    No. 25, Financial Street Xicheng District
    Beijing

    People’s Republic of China

	 	 
	Auditors	
    Deloitte & Touche

    One Capital Place (OCP) 136 Shedden Road George Town

    P.O. Box 1787

    KY1-1109, Grand Cayman Cayman Islands

	 	 
	Legal Adviser as to Cayman Islands law	
    Harney Westwood & Riegels 3501, The Center

    99 Queen's Road Central Hong Kong SAR

	 	 
	Legal Adviser as to Hong Kong law	
    Eversheds Sutherland 37/F, One Taikoo Place
979 King's Road Quarry Bay Hong Kong SAR






 




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CONTENT


 





	Definitions	 	1
	The Portfolio	 	4
	Establishment	 	4
	Participating Shares	 	4
	Dealing currency	 	4
	Investment Programme	 	5
	Investment objective	 	5
	Investment strategy	 	5
	Borrowing	 	6
	Investment Restrictions and Guidelines	 	6
	Changes to Investment Programme	 	6
	Distribution policy	 	6
	Management and Administration	 	7
	The Manager and the Investment Manager	 	7
	QFII Investment Manager/Custodian	 	9
	Custodian	 	9
	Administrator	 	10
	Change of service providers	 	11
	Fees and Expenses	 	12
	Fees and Expenses of the Manager	 	12
	Fees and Expenses of the Investment Manager	 	15
	Fees and Expenses of the Investment Advisor	 	15
	Administration fees	 	15
	QFII Investment Manager/Custodian fees	 	15
	Custodian fees	 	15
	Other Fees and Expenses	 	15
	Subscriptions	 	16
	Subscription price and issuance	 	16
	Subscription Procedure	 	16
	Minimum investment	 	17
	Redemptions	 	18
	Redemption of Participating Shares	 	18
	Redemption price and redemption proceeds	 	18
	Lock-Up Period	 	18
	Risk Factors	 	19
	Risks associated with the QFII regime	 	24
	Risks associated with the PRC	 	25
	PRC Tax Risk	 	26
	Financial Information and Reports	 	30
	Financial statements	 	30
	Reports to Shareholders	 	30



 




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DEFINITIONS


 





 



 


In this Supplement capitalised terms have the
meanings set out in the Memorandum unless otherwise defined below:


 





	Calculation Period	
    a period of 3 months commencing
    on each 1 January, 1 April, 1 July and 1 October, provide that the first Calculation Period in respect of any Participating Share
    will be the period commencing on the date such Participating Share is issued and ending on the next following 31 March, 30 June, 30
    September or 31 December or the date any Participating Share is redeemed.

	 	 
	Class A Share	a Participating Share designated as a Class A Share.
	 	 
	Class B Share	a Participating Share designated as a Class B Share.
	 	 
	Class C Share	a Participating Share designated as a Class C Share.
	 	 
	Custodian	CCB (Asia) Trustee Company Limited.
	 	 
	

    Hurdle
	

    has the meaning set out in the section headed “Fees
    and Expenses – Fees and Expenses of the Manager” of the Supplement.

	 	 
	IFRS	International
    Financial Reporting Standards issued by the International Accounting Standards Board.
	 	 
	Initial Offer Period	in respect of Class A Shares and Class C Shares, such period as may be determined by the Directors during which such Participating Shares are first offered for subscription.
	 	 
	Investment Management Agreement	the investment management agreement between the Company for and on behalf of the Portfolio, the Manager and the Investment Manager, as described in the section headed “Management and Administration – The Manager and the Investment Manager” of this Supplement.
	 	 
	Investment Management Fee	the investment management fee payable by the Company, out of the assets of the Portfolio, to the Manager pursuant to the Investment Management Agreement, as described in the section headed “Fees and Expenses – Fees and Expenses of the Manager” of this Supplement.








 




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	Lock-Up Period	
    in respect of:

     

    1.    Class
    A Shares, a period of six (6) calendar months from the date on which the Class A Share was issued, in which period Class A Shares will
    not be available for redemption and there will not be a Redemption Day;

     

    2.    Class
    B Shares, a period of six (6) calendar months from the end of the initial offer period, in which period Class B Shares will not be available
    for redemption and there will not be a Redemption Day; and

     

    3.    Class
    C Shares, a period of twelve (12) calendar months from the end of the Initial Offer Period, in which period Class C Shares will not be
    available for redemption and there will not be a Redemption Day.

     

	Memorandum	the private placement memorandum of the Company, as amended from time to time.
	 	 
	Minimum Holding	Participating Shares with an aggregate Net Asset Value of not less than US$300,000 or such amount as the Directors may determine, either generally or in any particular case.
	 	 
	Net Asset Value	the net asset value of the Portfolio, the relevant Class or a Participating Share, as the case may be, determined as described in the section of the Memorandum headed “Net Asset Value”.
	 	 
	Net Asset Value per Share	in respect of a Participating Share of any Class, the Net Asset Value of the relevant Class divided by the number of Participating Shares of such Class in issue.
	 	 
	Participating Share	a participating, redeemable, non-voting share of par value US$0.01 in the capital of the Company attributable to the Portfolio and being offered for subscription under the terms of the Memorandum and this Supplement.
	 	 
	Peak Net Asset Value per Share	in respect of a Class is the greater of: (i) the price at which Participating Shares of that Class are issued at the close of the Initial Offer Period; and (ii) the highest Net Asset Value per Share of that Class in effect immediately after the end of the previous Calculation Period in respect of which a Performance Fee (other than a Performance Fee Redemption) was charged.
	 	 
	Performance Fee	the performance fee, if any, payable by the Company, out of the assets of the Portfolio, to the Manager pursuant to the Investment Management Agreement, as described in the section headed “Fees and Expenses – Fees and Expenses of the Manager” of this Supplement.
	 	 
	Performance Fee Percentage	has the meaning set out in the section headed “Fees and Expenses – Fees and Expenses of the Manager” of the Supplement.



 






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    Performance Fee

    Redemption
	
    with respect to any
    appreciation in the value of those Participating Shares from the Net Asset Value per Share at the date of subscription up to the
    Peak Net Asset Value per Share, the Performance Fee charged at the end of each Calculation Period by redeeming at par value such
    number of the Shareholder’s Participating Shares of the relevant Class as have an aggregate Net Asset Value equal to the
    Performance Fee Percentage of any such appreciation.

	 	 
	Portfolio	HYB A FUND SP, a segregated portfolio of the Company established in accordance by the Articles.
	 	 
	PRC	the People’s Republic of China excluding Hong Kong, Macau and Taiwan for the purpose of this Supplement.
	 	 
	QFII	qualified foreign institutional investors approved pursuant to the relevant PRC regulations (as amended from time to time).
	 	 
	QFII Investment

 Manager/Custodian	
    BOB
    Scotia International Asset Management Company Limited ( 中
    加国际资产管理有限公司), which is a holder of QFII status,
    as the QFII Investment Manager, and China Construction Bank Corporation (中国建设银行股份有限公司)
    as the eligible QFII Custodian required to be appointed in the PRC for the custody of assets in respect of the Portfolio.

	 	 
	Redemption Day	after the expiry of the Lock-Up Period, such day as the Directors may determine and thereafter, the first Business Day of each month, and/or such other day or days as the Directors may determine, either generally or in any particular case.
	 	 
	Redemption Price	the price per share at which Participating Shares of the relevant Class may be redeemed, calculated in the manner described in the section of this Supplement headed “Redemptions”.
	 	 
	RMB	renminbi, the lawful currency of the PRC.
	 	 
	Subscription Day	in respect of Class A Shares, Class B Shares and Class C Shares, the first Business Day of each month, and/or such other day or days as the Directors may determine, either generally or in any particular case.
	 	 
	Subscription Price	the price per share at which Participating Shares may be issued after the close of the Initial Offer Period, calculated in the manner described in the section of this Supplement headed “Subscriptions”.
	 	 
	Valuation Day	in respect of each Class, (i) the last Business Day of each month, (ii) the Business Day immediately preceding each Redemption Day and each Subscription Day, and/or (iii) such other day or days as the Directors may determine, either generally or in any particular case.



 



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THE PORTFOLIO


 





 



 





ESTABLISHMENT


 


The Portfolio was established on 25
September 2019.


 


PARTICIPATING SHARES


 


Class A Shares, Class B Shares
and Class C Shares in respect of the Portfolio are currently being offered under the terms of the Memorandum and this Supplement.


 


At any time the Directors may
create and designate additional Classes in respect of the Portfolio without notice to, or the consent of, the Shareholders. The Directors
may differentiate between Classes on various bases, including as to the Dealing Currency, the fees payable, the level of information provided
and redemption rights.


 


DEALING CURRENCY


 


The Dealing Currency of the Class
A Shares, Class B Shares and Class C Shares is the US Dollar. Subscriptions for, and redemptions of, Participating Shares of a Class will
be processed in the relevant Dealing Currency, and the Net Asset Value per Share of the Class will be calculated and quoted in such Dealing
Currency.


 




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INVESTMENT PROGRAMME


 





 






 


INVESTMENT OBJECTIVE


 


The investment
objective of the Portfolio is to provide short to medium term income and capital appreciation by investing primarily in bonds.


 


There can be no assurance that the
investment objective will be achieved.


 


INVESTMENT STRATEGY


 


The Investment Manager will seek
to achieve the investment objective of the Portfolio by investing in bonds like stressed bonds which it believes is different from traditional
bond investments. The income of stressed bonds will come from coupons, redemption gains, and capital gains, and in particular, those bonds
will normally will have high coupon characteristics. Due to credit discrimination, clearing expired products and risk control dividends,
the net transaction price of stressed bonds is generally discounted compared to their face value.


 


The Investment
Manager will seek to achieve capital gains from an improvement in the bond issuer’s corporate credit quality and/or changes in capital
market environment.


 


In particular, the investment strategy
of the Investment Manager is to seek to capture investment opportunities dynamically based on research, pricing and tracking in a bond
pool that meets certain yields by adopting the following processes:


 


		●	Research. The Investment Manager’s team will comprehensively study a issuing company's
governance structure, industry boom, the company's own operating strength, financial flexibility and other potential issues, familiar
with the core risk points of the company's operations.



 


		●	Assessment. According to the risk of the bond, the Investment Manager’s team will measure
the value of the bond, make pricing, and pay attention to leave a margin of safety. The Investment Manager believes that a diverse portfolio
of investments is also very important, and it is necessary to control the absolute risk from the perspective of probability and statistics.



 


		●	Commitment. Finally, the Investment Manager recognises that qualifications of the issuing company
are dynamically changing and accordingly, the core risk points of positions and alternative bonds need to be dynamically tracked in order
to judge the latest reasonable price. Once the driving factors of the impact bond price are seized, the buying decision will be made at
the same time.



 


The Portfolio may invest in bonds
and other debt securities denominated in RMB, US Dollars and other currencies. There are no restrictions on the credit profile or jurisdiction
of the issuer.


 


The Portfolio’s exposure
to RMB-denominated debt securities issued in the PRC will be obtained through the QFII regime, or such other means as permitted by the
relevant regulatory authorities from time to time.


 




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BORROWING


 


When deemed appropriate by the
Investment Manager, the Portfolio may employ borrowing and/or leverage for a variety of purposes including for managing liquidity (including
paying redemption proceeds or paying expenses), making investments and/or implementing the investment objective and approach. The Portfolio
may undertake direct borrowing or leverage through borrowing cash, securities and other instruments. The Portfolio may pledge assets as
security for borrowings. The use of leverage by the Portfolio will increase the risk of an investment in the Portfolio.


 


The maximum leverage will not
normally exceed 400 per cent of the latest Net Asset Value of the Portfolio.


 


The level of leverage shall be calculated
as follows:


 


Leverage (%) =  gross asset value of the Portfolio  





                          Net Asset Value of the Portfolio


 


INVESTMENT RESTRICTIONS AND GUIDELINES


 


The Directors have not imposed
any investment restrictions with respect to the assets of the Portfolio.


 


The Directors may, after consultation
with the Manager and the Investment Manager, adopt and may change investment restrictions concerning the assets of the Portfolio from
time to time. If investment restrictions are adopted or changed, the Manager and/or the Investment Manager will inform Shareholders within
a reasonable time after such adoption or change has been implemented.


 


The Portfolio’s investment
restrictions (if and when they have been adopted by the Portfolio) may be breached as a result of redemptions and net profits and losses.
None of the Directors, the Manager and the Investment Manager will be liable for the Portfolio’s breaching any one or more of the
Portfolio’s investment restrictions.


 


CHANGES TO INVESTMENT PROGRAMME


 


The investment objective, investment
strategy, investment restrictions and guidelines summarised above represent the current intentions of the Directors. Subject to any applicable
law or regulation, the Directors may change the investment programme, including the objective, investment strategy, investment restrictions
and guidelines, by giving Shareholders not less than one (1) months’ prior written notice of the proposed changes.


 


DISTRIBUTION POLICY


 


It is the current intention of
the Directors to distribute some or all of the income received from the Portfolio from its investments semi-annually by way of dividend.
The amount of the dividend shall be determined by the Directors in their absolute discretion. The Directors may decide not to pay a dividend
on one or more occasions.


 


The Directors may declare dividends
other than semi-annually at any time in the future if they consider it appropriate to do so. If a dividend is declared, the Company will
distribute it in compliance with applicable law.


 


To the extent that a dividend may
be declared, it will be paid in compliance with any applicable laws.


 




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MANAGEMENT AND ADMINISTRATION


 





 






 


THE MANAGER AND THE INVESTMENT
MANAGER


 


Investment Management Agreement


 


Pursuant to the Investment Management
Agreement, the Manager is appointed to act as the manager in respect of the Portfolio subject to the overall control and supervision of
the Directors. The Manager shall perform such duties as are customarily performed by a manager and will, subject to compliance with the
provisions of the Memorandum, the Supplement and the Articles, have complete discretion, for the account of, and as agent of, the Company
for and on behalf of the Portfolio to:


 


		(a)	assist the Investment Manager to establish and organise the Portfolio as a segregated
portfolio of the Company including the production, printing and distribution of the Memorandum and this Supplement or any other similar
document and attending to required filings and registrations in respect of the Portfolio;



 


		(b)	provide consulting service to the Investment Manager on its selection of legal,
audit and other professionals, the Administrator and other third parties for services to be rendered to the Company, the Portfolio and/or
the Investment Manager (for the avoidance of doubt, the Manager is not responsible for the selection or appointment of such service providers
to the Company, the Portfolio and/or the Investment Manager);



 


		(c)	assist applicants for Participating Shares and Shareholders applying for additional
Participating Shares with their subscription application and supporting documents;



 


		(d)	maintain and close bank accounts in the name of the Portfolio, negotiate and execute
account opening documentation;



 


		(e)	place cash on and withdraw cash from deposit with banks and financial institutions
on behalf of the Company for the account of the Portfolio, negotiate and execute account opening documentation;



 


		(f)	liaise with legal, audit and other professionals, the Administrator, QFII Investment
Manager/Custodian, banks and other service providers in respect of the Portfolio and assist the Investment Manager to coordinate ongoing
provision of services by such parties; and



 


		(g)	provide consulting service to the Investment Manager in relation to any winding
up or termination of the Portfolio in accordance with the Memorandum, this Supplement and applicable law.



 


Pursuant to the Investment Management
Agreement, the Investment Manager is appointed to act as the investment manager in respect of the Portfolio subject to the overall control
and supervision of the Directors. The Investment Manager will perform such duties as are customarily performed by an investment manager
and subject to compliance with the provisions of the Memorandum, the Supplement and the Articles, have complete discretion, for the account
of, and as agent of, the Company for and on behalf of the Portfolio to:


 


		(a)	buy, sell, retain, exchange or otherwise deal in investments and other assets,
make deposits, subscribe to issues and offers for sale and accept placings, underwritings and sub- underwritings of any investments, advise
on or execute transactions;



 




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		(b)	effect transactions on any markets, negotiate and execute counterparty and account
opening documentation;



 


		(c)	exercise all rights of the Portfolio, with respect to its interest in any person,
firm, corporation or other entity, including, without limitation, participating in arrangements with creditors, the institution and settlement
or compromise of suits and administrative proceedings and other like or similar matters;



 


		(d)	if required, select brokers and accept soft dollars from such brokers in accordance
with applicable laws, regulations and codes of conduct;



 


		(e)	negotiate, settle and execute on behalf of the Portfolio, brokerage or custody
account opening and any other documentation required to be so negotiated, settled or executed in connection with the execution of transactions
in relation to the assets of the Portfolio by the Investment Manager; and



 


		(f)	otherwise act as the Investment Manager judges appropriate in relation to the management
and investment of the assets of the Portfolio.



 


The Investment Management Agreement
provides that neither the Investment Manager nor any of its directors, officers or employees shall be liable in respect of the negligence,
wilful misfeasance, bad faith, reckless disregard, wilful default or fraud of any person, firm or company through which transactions in
Investments are effected for the Portfolio, of any custodians or any other party having custody or possession of the Portfolio from time
to time, or of any clearance or settlement system and the Investment Manager shall not be liable for any loss in connection with the Investment
Management Agreement unless such loss or damage is due to the gross negligence (as defined in the Investment Management Agreement), wilful
default or fraud of the Investment Manager. To the maximum extent permissible by law, the Manager will not be liable for any loss of the
Company, the Fund or the Manager howsoever arising.


 


The Investment Management Agreement
provides further that the Company shall indemnify the Manager, the Investment Manager and each of their directors, officers and employees,
out of the assets of the Portfolio, against any and all liabilities, obligations, losses, damages, suits and expenses which may be incurred
by or asserted against the Manager or the Investment Manager in their capacity as Manager or the Investment Manager (as the case may be)
of the Portfolio other than those resulting directly or indirectly from their gross negligence (as defined in the Investment Management
Agreement), wilful default or fraud, in each case out of the assets of the Portfolio.


 


The Management Agreement may be
terminated by either party on not less than ninety (90) days’ written notice and, in certain circumstances, may be terminated immediately.
The Management Agreement is governed by the laws of the Cayman Islands.


 


The Investment Manager


 


Shanghai BPS
Investment Management Partnership (Limited Partnership) 上海毕朴斯投资管理合伙企业(有限合伙)has
been appointed by the Company for and on behalf of the Portfolio and the Manager to act as the Investment Manager to provide certain
asset management services to the Portfolio in respect of the management and investment of the assets of the Portfolio pursuant to
the Investment Management Agreement.


 


Shanghai BPS
Investment Management Partnership (Limited Partnership) 上海毕朴斯投资管理合伙企业(有限合伙) was
established in January 2015 with a registered capital of 100 million RMB. It is a private equity fund with licensed by the China
Securities Investment Fund Association. The company focuses on fixed income investment and absolute income products, covering
bond  investment and sales transactions, trust investment
plans, commodity futures, hedge funds and other frontier areas.


 




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The
directors of the Investment Manager are:


 


Tao Zhao


 


Mr.
Tao Zhao holds a Master of Science and Technology from the New York University of Technology.


 


Mr.
Zhao has 9 years in finance related industries and 7 years in securities market and has previously worked in Morgan Stanley (New York),
engaged in VC project audit, and has experience in more than 200 projects with advanced investment ideas and rich project audit experience.
He was a researcher and investment manager of Weifang Agricultural Credit Cooperative. He focused on interest rate bond investment and
staff training and education. He managed a bond portfolio of 2.5 billion RMB with an annual yield of 5-11%. In his current role with
the Investment Manager, Mr. Zhao is responsible for the formulation of trading strategies for the entire investment advisory business
and oversees the investment scale of 12.5 billion RMB.


 


Changwei
Yao


 


Mr.
Changwei Yao holds a Bachelor of Law, Dali University.


 


Mr.
Yao has three years' experience in the finance industry, and has previously worked as a lawyer in He Guohui Law Firm in Yunnan Province.


 


Beginning
in December 2017, he has been the Investment Manager’s head of risk control and is responsible for the Investment Manager’s
risk control affairs.


 


Under
the Investment Management Agreement, the Investment Manager has agreed to provide certain investment management services to the Portfolio
in respect of the investment management of the assets of the Portfolio, on a discretionary basis, in pursuit of the investment objective
and in accordance with the investment strategy and investment restrictions and guidelines described in this Supplement, subject to the
control and review of the Directors and the Manager.


 


QFII
INVESTMENT MANAGER/CUSTODIAN


 


As
the Portfolio invests directly in securities and instruments issued or distributed within the PRC through a QFII Investment Manager and
the QFII Investment Manager is required to appoint a QFII Custodian in the PRC for the custody of assets, pursuant to relevant laws and
regulations. Under applicable laws and regulations, the QFII Custodian is responsible for the custody of assets of the Portfolio acquired
through and/or in connection with the QFII quota of the QFII Investment Manager within the PRC. It will supervise the operation of the
investments that are made through the QFII regime, handle the remittance and repatriation of funds and report to the relevant authorities
in the PRC.


 


CUSTODIAN


 


The
Company has appointed CCB (Asia) Trustee Company Limited as the Custodian (outside of PRC) of the Portfolio pursuant to a Custody Agreement
between the Company for and on behalf of the Portfolio and the Custodian (the “Custody Agreement”). CCB (Asia) Trustee
Company Limited is a wholly-owned subsidiary of China Construction Bank (Asia) Corporation Limited and it is a registered trustee in
Hong Kong.


 




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Under
the Custody Agreement, the Custodian will perform various duties in relation to cash account(s) opened by the Company for and on behalf
of the Portfolio with a selected bank, and custody account(s) opened by the Custodian with sub-custodian(s) marked held on or behalf
of the Company for and on behalf of the Portfolio. Such duties include the set up and maintenance of the cash account(s) and custody
account(s), set up and maintenance of securities records, income collection, corporate action processing, voting processing and standard
custody and electronic reporting.


 


The
Company is under an obligation to indemnify, out of the assets of the Portfolio, the Custodian against all liabilities and costs, which
the Custodian reasonably and properly incurs in the discharge of its duties and other related functions under the Custody Agreement,
save where the Custodian has been negligent, in wilful default under the Custody Agreement or fraudulent.


 


The
Custody Agreement may be terminated by either party giving 90 days’ notice to the other party. Either party may terminate the Custody
Agreement with immediate effect if, among others, the other party has committed a material breach or in persistent breach of the Custody
Agreement and has not remedied such breach, or the other party has become insolvent or bankrupt.


 


The
Custody Agreement is governed by and construed in accordance with the laws of Hong Kong.


 


ADMINISTRATOR


 


The
Company for and on behalf of the Portfolio has appointed Apex Fund Services Ltd. as the Administrator of the Portfolio pursuant to the
Administration Agreement between the Company for and on behalf of the Portfolio and the Administrator (the “Administration Agreement”).
The Administrator is engaged in the business of providing administrative services to collective investment schemes for which it is licensed
under the laws of Bermuda.


 


Under
the Administration Agreement, the Administrator has agreed to administer the affairs of the Portfolio and in connection therewith perform
certain designated services for the Portfolio under the ultimate supervision of the Directors, including the calculation of the Net Asset
Value of the Participating Shares, maintaining the accounts, books and records of the Portfolio, preparing information for the Portfolio’s
reports to Shareholders, responding to Shareholders' enquiries relating to the Portfolio, ensuring that the Portfolio complies with applicable
anti-money laundering laws and regulations, accepting and processing subscriptions and redemption requests from investors, maintaining
the register of members for the Participating Shares, providing confirmations of share ownership to investors and such other administrative
services as may be required by the Portfolio from time to time.


 


Under
the Administration Agreement, the Administrator may in its discretion delegate all or any of its duties to the Sub-Administrator but
will remain liable for any act or omission of the Sub- Administrator as if such act or omission were its own. The Sub-Administrator is
a wholly-owned subsidiary of the Administrator incorporated in Singapore. The Administrator shall procure that the Sub-Administrator
enters into an agreement with the Administrator to confirm and accept such delegation.


 


The
Administration Agreement provides, inter alia, that the Administrator shall exercise reasonable care in the performance of its duties
thereunder and shall not be liable to the Portfolio for any loss sustained by the Portfolio, except a loss resulting from the gross negligence,
wilful misconduct, fraud or material breach of the Administration Agreement on the part of the Administrator, the Sub- Administrator
or any of the Administrator's delegates.


 




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Under
the Administration Agreement, the Company, out of the assets of the Portfolio, has undertaken to hold harmless and indemnify the Administrator
against all liabilities, damages, costs, claims and expenses (including reasonable legal fees and amounts reasonably in settlement with
the agreement of the Company for the account of the Portfolio, such agreement not to be unreasonably withheld) incurred by the Administrator,
its directors, officers, employees, servants or agents in the performance of the services under the Administration Agreement except such
liabilities, damages, costs, claims and expenses as shall arise from the wilful default, wilful misfeasance, wilful misconduct, insolvency,
fraud, bad faith, gross negligence (as defined in the Administration Agreement) or material breach of the Administration Agreement on
the part of the Administrator or on the part of its directors, officers, employees, servants, delegates or agents or the Sub-Administrator.


 


Pursuant
to the Administration Agreement, the Administrator shall not be liable to the Portfolio for any suit or compensation or punitive damages
(the "Damages") that may arise, including, but not limited to, Damages as a result of any direct or indirect economic
loss, of, for example, profit, expected management fees or performance fees, goodwill or business reputation, Net Asset Value or investor
subscription in the Portfolio, save where such loss arises from wilful misconduct, fraud, gross negligence (as defined in the Administration
Agreement) on the part of the Administrator or on the part of its directors, officers, employees, servants, delegates or agents.


 


The
Administrator shall have no responsibility for ensuring compliance by or on behalf of the Portfolio with the legislation or regulations
or exemptions from legislation or regulations of any jurisdiction in which the Participating Shares are offered, placed or sold including,
and without limitation, the United States. The duties of the Administrator pursuant to the Administration Agreement shall not constitute
a duty to monitor or enforce the compliance of the Portfolio or its delegates or any other person whatsoever with any investment restriction
or guideline imposed in relation to the Portfolio.


 


The
Administration Agreement has an initial term of one year and will be automatically renewed for each subsequent one year period. It may
be terminated by either party on no less than 90 days' notice in writing before each automatic renewal, and forthwith in certain circumstances.
The Administration Agreement is governed by the laws of Bermuda.


 


The
Administrator and the Sub-Administrator will not be responsible or liable for the accuracy of information furnished by other persons
in performing services for the Portfolio. The Administrator in no way acts as guarantor or offeror of the Participating Shares or any
underlying investments nor is it responsible for the actions of the Company’s employees, agents, any broker or the Manager.


 


The
Administrator is a service provider to the Company and is not responsible for the preparation of this Memorandum and other than the information
contained in this Memorandum with respect to the Administrator and accepts no responsibility for any information contained in this Memorandum.


 


THE
ADMINISTRATOR WILL NOT PROVIDE ANY INVESTMENT ADVISORY OR MANAGEMENT SERVICE TO THE PORTFOLIO AND THEREFORE WILL NOT BE IN ANY WAY RESPONSIBLE
FOR THE PORTFOLIO’S PERFORMANCE OR INVESTMENT DECISIONS. THE ADMINISTRATOR WILL NOT BE RESPONSIBLE FOR MONITORING ANY INVESTMENT
RESTRICTIONS OR COMPLIANCE WITH THE INVESTMENT RESTRICTIONS AND THEREFORE WILL NOT BE LIABLE FOR ANY BREACH THEREOF.


 


CHANGE
OF SERVICE PROVIDERS


 


The
Directors may, at any time, change any of the service providers referred to above, agree different contractual terms with any of them,
and/or appoint additional or alternative service providers, in each case without prior notice to, or the agreement of, Shareholders.


 




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FEES
AND EXPENSES


 





 



 


FEES
AND EXPENSES OF THE MANAGER


 


Investment
Management Fee


 


The
Company, out of the assets of the Portfolio, will pay the Manager a monthly Investment Management Fee equal to:


 


		●	one
                                            twelfth (1/12th) of one (1)% per annum of the Net Asset Value of Class A Shares;



 


		●	one
                                            twelfth (1/12th) of one (1)% per annum of the Net Asset Value of Class B Shares; and



 


		●	one
                                            twelfth (1/12th) of one (1)% per annum of the Net Asset Value of Class C Shares.



 


in
each case, before deduction of that month’s Investment Management Fee and before making any deduction for any accrued Performance
Fees as at the last Valuation Day in each month.


 


The
Investment Management Fee will be payable in U.S. Dollars monthly in arrear and as soon as reasonably practicable after the end of each
month. If the Manager is not acting as Manager for an entire month, the Investment Management Fee payable for such month will be prorated
to reflect the portion of such month in which the Manager is acting as such.


 


The
Manager may, in its sole discretion, waive, reduce or rebate part or all of the Investment Management Fee to some or all Shareholders.
Any such waiver, reduction or rebate may be applied in paying up additional Participating Shares to be issued to the relevant Shareholder
or may be paid in cash.


 


The
Manager will also be entitled to be reimbursed by the Company, out of the assets of the Portfolio, for all out-of-pocket expenses incurred
in the course of its duties respectively.


 


Performance
Fee


 


The
Company, out of the assets of the Portfolio, may also pay the Manager a Performance Fee in respect of Class A Shares, Class B Shares
and Class C Shares in issue calculated as set forth below.


 


The
Performance Fee will be calculated on a share-by-share basis so that each Participating Share is charged a Performance Fee which equates
precisely with that Participating Share’s performance. This method of calculation ensures that (i) any Performance Fee paid to
the Manager is charged only to those Participating Shares which have appreciated in value above the Hurdle, (ii) all holders of Participating
Shares of the same Class have the same amount of capital per Participating Share at risk in the Portfolio, and (iii) all Participating
Shares of the same Class have the same Net Asset Value per Share.


 


The
Performance Fee in respect of each Class A Share, Class B Share and Class C Share will be payable in respect of each Calculation Period.


 






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For
each Calculation Period, the Performance Fee in respect of each Class A Share, Class B Share and Class C Share will be equal to the applicable
percentage set out below (the “Performance Fee Percentage”) of the realised and unrealised appreciation in the Net
Asset Value per Share over the relevant Calculation Period above the applicable Hurdle:


 


	Performance
                                            Fee
 Percentage
	 	Appreciation in the
    Net Asset Value per Share	 
		 	 	Class A Share	 	 	 	Class B Share	 	 	 	Class C Share	 
	20%	 	 	N/A	 	 	 	Above Hurdle	 	 	 	Above Hurdle	 
	30%	 	 	Above Hurdle	 	 	 	N/A	 	 	 	N/A	 



 


The
“Hurdle” means the amount that would have been earned during the relevant Calculation Period if an amount equal to
the Net Asset Value per Share at the start of the Calculation Period had been invested at a rate of:


 


		(a)	in
                                            respect of Class A Shares and Class B Shares, 8% per annum for such Calculation Period; or



 


		(b)	in
                                            respect of Class C Shares, 5% per annum for such Calculation Period.



 


For
the avoidance of doubt, where the appreciation of the Net Asset Value per Share of a Class A Share, a Class B Share or a Class C Share
(as the case may be) during a Calculation Period is less than the Hurdle, no Performance Fee will payable to the Manager in respect of
such Participating Share.


 


The
Performance Fee will be deemed to accrue monthly as at each Valuation Day and the Performance Fee will normally be payable to the Manager
in arrears as soon as reasonably practicable after the end of each Calculation Period. However, in the case of Participating Shares redeemed
during a Calculation Period, the accrued Performance Fee in respect of those Participating Shares will be payable as soon as reasonably
practicable after the relevant Redemption Day. Any such accrued Performance Fee will be calculated as though the relevant Redemption
Day was the end of a Calculation Period. In the event of a partial redemption, Participating Shares will be treated as redeemed on a
first in, first out basis.


 


If
the Investment Management Agreement is terminated during a Calculation Period, the Performance Fee in respect of the then current Calculation
Period will be calculated and paid as though the date of termination were the end of the relevant Calculation Period.


 


The
Manager may, in its sole discretion, waive, reduce or rebate part or all of the Performance Fee to some or all Shareholders. Any such
waiver, reduction or rebate may be applied in paying up additional Participating Shares to be issued to the relevant Shareholder or may
be paid in cash.


 


Adjustments


 


If
a subscriber subscribes for Participating Shares at a time when the Net Asset Value per Share of the relevant Class is other than the
Peak Net Asset Value per Share of that Class, certain adjustments will be made to reduce inequities that could otherwise result to the
subscriber or to the Manager.


 


		(a)	If
                                            Participating Shares are subscribed for at a time when the Net Asset Value per Share is less
                                            than the Peak Net Asset Value per Share of the relevant Class, the subscriber will be required
                                            to pay a Performance Fee with respect to any subsequent appreciation in the value of those
                                            Participating Shares. With respect to any appreciation in the value of those Participating
                                            Shares from the Net Asset Value per Share at the date of subscription up to the Peak Net
                                            Asset Value per Share, the Performance Fee will be charged at the end of each Calculation
                                            Period by Performance Fee Redemption. An amount equal to the aggregate Net Asset Value of
                                            the Participating Shares so redeemed will be paid as a Performance Fee. The Company will
not be required to pay to the Shareholder the redemption proceeds of the relevant Participating Shares, being the aggregate par value
thereof.



 




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Performance
Fee Redemptions are employed to maintain a uniform Net Asset Value per Share of each Class. As regards the Shareholder’s remaining
Participating Shares of the relevant Class, any appreciation in the Net Asset Value per Share of those Participating Shares above the
Peak Net Asset Value per Share of that Class will be charged a Performance Fee in the manner described above. If a Shareholder redeems
Participating Shares during a Calculation Period and an adjustment in accordance with the principles of this paragraph (a) is required
in relation to such Participating Shares, such adjustment shall be deducted from the redemption proceeds and will be paid to the Manager.


 


		(b)	If
                                            Participating Shares are subscribed for at a time when the Net Asset Value per Share is greater
                                            than the Peak Net Asset Value per Share of the relevant Class, the subscriber will be required
                                            to pay an amount in excess of the then current Net Asset Value per Share of that Class equal
                                            to the Performance Fee Percentage of the difference between the then current Net Asset Value
                                            per Share of that Class (before accrual for the Performance Fee) and the Peak Net Asset Value
                                            per Share of that Class (an “Equalisation Credit”). At the date of subscription
                                            the Equalisation Credit will equal the Performance Fee per Participating Share accrued with
                                            respect to the other Participating Shares of the same Class (the “Maximum Equalisation
                                            Credit”).



 


The
Equalisation Credit is payable to account for the fact that the Net Asset Value per Share has been reduced to reflect an accrued Performance
Fee to be borne by existing Shareholders; it serves as a credit against the Performance Fee that might otherwise be payable out of the
assets of the Portfolio but that should not, in fairness, be charged against the Shareholder making the subscription because, as to such
Participating Shares, no favourable performance has yet occurred. The Equalisation Credit ensures that all holders of Participating Shares
of the same Class have the same amount of capital at risk per Participating Share.


 


The
Equalisation Credit will be at risk in the Portfolio and will appreciate or depreciate based on the performance of the Participating
Shares of the relevant Class subsequent to the issue of the relevant Participating Shares, but will never exceed the Maximum Equalisation
Credit. In the event of a decline as at any Valuation Day in the Net Asset Value per Share of those Participating Shares, the Equalisation
Credit will be reduced by an amount equal to the Performance Fee Percentage of the difference between the Net Asset Value per Share (before
accrual for the Performance Fee) at the date of issue and as at that Valuation Day. Any subsequent appreciation in the Net Asset Value
per Share of the relevant Class will result in the recapture of any reduction in the Equalisation Credit but only to the extent of the
previously reduced Equalisation Credit up to the Maximum Equalisation Credit.


 


At
the end of each Calculation Period, if the Net Asset Value per Share (before accrual for the Performance Fee) exceeds the Peak Net Asset
Value per Share of the relevant Class, that portion of the Equalisation Credit equal to the Performance Fee Percentage of the excess,
multiplied by the number of Participating Shares of the relevant Class subscribed for by the Shareholder, will be applied to subscribe
for additional Participating Shares of the relevant Class for the Shareholder. Additional Participating Shares of the relevant Class
will continue to be so subscribed for at the end of each Calculation Period until the Equalisation Credit, as it may have appreciated
or depreciated in the Portfolio after the original subscription for Participating Shares was made, has been fully applied.


 




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If
the Shareholder redeems Participating Shares before the Equalisation Credit (as adjusted for depreciation and appreciation as described
above) has been fully applied, the Shareholder will receive additional redemption proceeds equal to the Equalisation Credit then remaining
multiplied by a fraction, the numerator of which is the number of Participating Shares of the relevant Class being redeemed and the denominator
of which is the number of Participating Shares of that Class held by the Shareholder immediately prior to the redemption in respect of
which an Equalisation Credit was paid on subscription.


 


FEES
AND EXPENSES OF THE INVESTMENT MANAGER


 


The
Manager will be responsible for the payment of any fees to the Investment Manager out of its resources as may be agreed between the Manager
and the Investment Manager from time to time.


 


The
Investment Manager will be entitled to be reimbursed by the Company, out of the assets of the Portfolio, for all out-of-pocket expenses
incurred in the course of its duties respectively.


 


FEES
AND EXPENSES OF THE INVESTMENT ADVISOR


 


The
Manager will be responsible for the payment of any fees to the Investment Advisor out of its resources as may be agreed between the Manager
and the Investment Advisor from time to time.


 


The
Investment Advisor will be entitled to be reimbursed by the Company, out of the assets of the Portfolio, for all out-of-pocket expenses
incurred in the course of its duties respectively.


 


ADMINISTRATION
FEES


 


The
Company, out of the assets of the Portfolio, will pay the Administrator for its services at customary rates as agreed from time to time
between the Administrator and the Company in respect to the Portfolio. The Administrator will also be reimbursed by the Company, out
of the assets of the Portfolio, for out-of-pocket expenses incurred in the course of its duties. The Administrator will be responsible
for any fees payable to the Sub-Administrator.


 


QFII
INVESTMENT MANAGER/CUSTODIAN FEES


 


The
Company, out of the assets of the Portfolio, will pay the QFII Investment Manager/Custodian for their services at customary rates as
agreed from time to time between the QFII Investment Manager/Custodian, the Company in respect to the Portfolio, the Manager and/or the
Investment Manager (as the case may be). The QFII Investment Manager/Custodian will also be reimbursed by the Company, out of the assets
of the Portfolio, for out-of-pocket expenses incurred in the course of their duties.


 


CUSTODIAN
FEES


 


The
Company, out of the assets of the Portfolio, will pay the Custodian for their services at customary rates as agreed from time to time
between the Custodian and the Company in respect to the Portfolio. The Custodian will also be reimbursed by the Company, out of the assets
of the Portfolio, for out-of-pocket expenses incurred in the course of their duties.


 


OTHER
FEES AND EXPENSES


 


The
costs and expenses of, and incidental to, the establishment of the Portfolio are estimated to be approximately US$100,000. Such
costs and expenses include a pro rata share of the establishment costs of the Company, costs and expenses relating to the
negotiation and preparation of the contracts entered into by the Company on behalf of the Portfolio and the fees and expenses of
professional advisers. These costs and expenses will be amortised on a straight line basis over a period of twelve (12) months from
the initial issue of Participating Shares attributable to the Portfolio. The Directors may shorten the period over which such
expenses are amortised.


 


The
Portfolio will bear its pro rata share of establishment costs and all expenses related to its investment programme and operations,
as described in the Memorandum.


 




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SUBSCRIPTIONS


 





 



 


SUBSCRIPTION
PRICE AND ISSUANCE


 


Class
A Shares and Class C Shares are being offered for subscription during the Initial Offer Period at a fixed price of US$1,000 per Participating
Share.


 


After
the end of the Initial Offer Period, Class A Shares and Class C Shares will be available for subscription on each Subscription Day at
the relevant Subscription Price.


 


Class
B Shares were offered for subscription at a fixed price of US$1,000 per Participating Share during the initial offer period which has
already ended. Class B Shares are available for subscription on each Subscription Day at the relevant Subscription Price.


 


The
Subscription Price will be equal to the Net Asset Value per Share of the relevant Class as at the Valuation Day immediately preceding
the Subscription Day on which the application is effective. Applications shall be received three (3) Business Days before each Subscription
Day.


 


SUBSCRIPTION
PROCEDURE


 


Applicants
for Participating Shares during an Initial Offer Period must complete a subscription application and send it to the Sub-Administrator
by e-mail or facsimile so as to be received by no later than 5:00 pm (Singapore time) on the last Business Day of the Initial Offer Period.
The original of the subscription application must follow promptly to the address of the Sub-Administrator as specified on the subscription
application. Cash subscription monies must be sent by wire transfer in US Dollars, net of bank charges, so that cleared funds are received
in the Portfolio’s account by the last Business Day of the Initial Offer Period.


 


After
the relevant Initial Offer Period, applicants for Participating Shares and Shareholders wishing to apply for additional Participating
Shares must complete a subscription application and send it to the Sub-Administrator by e-mail or facsimile so as to be received by no
later than 5:00 pm (Singapore time) three Business Days (or such lesser period as the Directors may generally or in any particular case
permit, but in any case no later than the Valuation Day immediately preceding the relevant Subscription Day) preceding the relevant Subscription
Day. The original of the subscription application and supporting documents must follow promptly to the address of the Sub-Administrator
as specified on the subscription application. Cash subscription monies must be sent in US Dollars by wire transfer, net of bank charges,
so that cleared funds are received in the Portfolio’s account by the same time.


 


Neither
the Company nor the Administrator accepts any responsibility for any loss arising from any mis-delivery, non-receipt or illegibility
by the Administrator or the Sub-Administrator of any subscription application sent by e-mail or facsimile.


 


Applications
for Participating Shares will not be dealt with and Participating Shares will not be issued until the Sub-Administrator has received
a completed and executed subscription application and all documents required by the Sub-Administrator for the purposes of verifying the
identity of the applicant and source of the applicant’s funds and notification that cleared funds have been received. If the completed
subscription application, or any such documentation, information or notification is not received by the applicable time referred to above,
then, unless the Directors decide otherwise, the subscription application will be held over to the Subscription Day following receipt
of the outstanding documentation and/or notification, as the case may be. Participating Shares will then be issued at the Subscription
Price on that Subscription Day. Subject to this, Participating Shares are deemed to be issued on the Business Day immediately after the
close of the Initial Offer Period and subsequently on the relevant Subscription Day.


 




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Fractions
of a Participating Share will, if necessary, be issued rounded to three decimal places. Subscription monies representing smaller fractions
of Participating Shares will be retained by the Company for the account of the Portfolio.


 


All
subscription monies must originate from an account held in the name of the applicant. No third party payment will be permitted. Interest
on subscription monies, if any, will accrue to the Portfolio.


 


The
Company may reject any application in whole or part and without giving any reason for doing so. In the event of an application being
rejected, the amount paid on application or the balance thereof, as the case may be, will be returned (without interest) as soon as practicable
in US Dollars at the risk and cost of the applicant. Any cost incurred in returning the subscription amount will be borne by the applicant.


 


Once
a completed subscription application has been received by the Sub-Administrator, it is irrevocable, unless the Directors determine otherwise
in their absolute discretion. The Sub- Administrator will notify applicants acknowledging receipt of their application to subscribe.
Written confirmation detailing the Participating Shares which have been issued by Administrator and/or Sub- Administrator will be sent
to successful applicants as soon as practicable after the Business Day immediately following the Initial Offer Period or the relevant
Subscription Day, as the case may be. If the applicant does not receive such confirmation, it is the applicant’s responsibility
to contact the Administrator and/or Sub-Administrator to ascertain the status of their subscription application. An applicant cannot
assume its successful subscription until it receives a written confirmation from the Administrator and/or Sub-Administrator. Applicants
should note that none of the Administrator, the Sub-Administrator, the Company, the Manager, the Investment Manager or the Investment
Advisor accepts any responsibility for any loss caused in respect of the Fund's failure to process any subscription application as a
result of the occurrence of delayed clearance.


 


MINIMUM
INVESTMENT


 


The
minimum initial investment per subscriber is US$300,000 (excluding Subscription Fee) for each Class. The Directors may waive or reduce
the minimum initial investment either generally or in any particular case. However, for so long as the Company is registered under section
4(3) of the Mutual Funds Law, the minimum initial investment cannot be less than US$100,000 (or its equivalent in the relevant Dealing
Currency).


 


The
minimum amount of any subsequent subscription is US$300,000 (excluding Subscription Fee) for each Class, or such lesser amount as the
Directors may determine, either generally or in any particular case.


 


SUBSCRIPTION
FEE


 


A
subscriber for Class A Shares and Class C Shares will be required to pay a Subscription Fee of 1% of the amount of Participating Shares
subscribed for, respectively. The respective Subscription Fee is deducted from the Subscription Amount for each of Class A Shares and
Class C Shares subscribed for. The monies available for the purchase of Class A Shares and Class C Shares, respectively, are the net
amount after the Subscription Fee has been deducted from the respective Subscription Amount.


 


The
Subscription Fee will be paid to the Manager. The Manager may waive or reduce such Subscription Fee for each or all of Class A Shares
and Class C Shares, either generally or in any particular case.


 


No
Subscription Fee will be payable by a subscriber for Class B Shares.


 




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REDEMPTIONS


 





 



 


REDEMPTION
OF PARTICIPATING SHARES


 


Subject
to any restrictions set out in this section and under the section of the Memorandum headed “Net Asset Value - Suspensions”,
Participating Shares may be redeemed at the option of the Shareholder on any Redemption Day, except that there will be no Redemption
Days within the Lock- Up Period (please refer to the section headed “Redemptions - Lock-Up Period” in this Supplement).


 


A
Shareholder wishing to redeem its Participating Shares must send a completed Redemption Notice to the Administrator and/or Sub-Administrator
at the address specified in the Redemption Notice. The completed Redemption Notice must be received by no later than 5:00 p.m. (Singapore
time) on a Business Day falling at least thirty (30) Business Days (or such shorter period as the Directors may permit, either generally
or in any particular case) before the relevant Redemption Day. Unless the Directors agree otherwise, any Redemption Notice received after
this time will be held over and dealt with on the next relevant Redemption Day. Participating Shares of the relevant Class will be redeemed
on a “first issued, first redeemed” basis.


 


If
a Redemption Notice is received which would, if satisfied, result in the Shareholder retaining less than the Minimum Holding, the Directors
may treat such Redemption Notice as a request for a partial redemption only up to the Minimum Holding or may redeem the Shareholder’s
entire holding of Participating Shares.


 


REDEMPTION
PRICE AND REDEMPTION PROCEEDS


 


The
Redemption Price of a Participating Share will be equal to the Net Asset Value per Participating Share of the relevant Class as at the
Valuation Day immediately preceding the relevant Redemption Day.


 


Settlement


 


The
Directors will use commercially reasonable endeavours to pay redemption proceeds in US Dollars within an anticipated timeframe of 3 calendar
months of the later of (i) the finalisation of the Redemption Price for the relevant Redemption Day, and (ii) the date on which the Administrator
has received the original of the Redemption Notice and such other information and documentation as may be required.


 


However,
as RMB is not freely convertible, currency conversion to US Dollars is subject to availability, approval and audit at the relevant time.
Accordingly, there is no guarantee or representation that the Portfolio will be able to pay redemption proceeds within the anticipated
timeframe and in the event of delays, the Company, the Manager and/or the Investment Manager will notify redeeming shareholders.


 


LOCK-UP
PERIOD


 


Participating
Shares are subject to the following Lock-Up Period:


 


		1.	in
relation to a Class A Share, a period of six (6) calendar months from the date on which the Class A Share was issued;



 


		2.	in
relation to a Class B Share, a period of six (6) calendar months from the end of the initial offer period; and



 


		3.	in
                                            relation to a Class C Share, a period of twelve (12) calendar months from the end of the
                                            Initial Offer Period.



 


During
the Lock-Up Period, Participating Shares will not be available for redemption and there will not be a Redemption Day.


 


For
the avoidance of doubt, all Class B Shares are subject to a Lock-Up Period of six (6) calendar months which commences from the end of
the Initial Offer Period, irrespective of the date on which an applicant subscribed for the Class B Shares or the date on which a Class
B Share was issued.


 


After
the expiry of the Lock-Up Period, the Directors, after consultation with the Manager and the Investment Manager, may declare the first
available Redemption Day (and the applicable Valuation Day) and thereafter, Participating Shares will be available for redemption at
the option of the Shareholder on each Redemption Day at the relevant Redemption Price.


 




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RISK
FACTORS


 





 



 


 


An
investment in the Portfolio entails substantial risk, including those associated with the Investment Manager’s ability to achieve
its investment objective, and is suitable only for persons which can assume the risk of losing their entire investment. The nature of
the investments of the Portfolio involves certain risks including, but not limited to, those listed below and the Investment Manager
may utilise investment techniques which carry additional risks. Potential investors should carefully consider the following risk factors
and the risk factors set out in the Memorandum and this Supplement, amongst others, in determining whether an investment in the Portfolio
is suitable for them.


 


Availability
of investment strategies. The success of the investment strategy of the Portfolio will depend on the ability of the Investment Manager
to identify overvalued and undervalued investment opportunities and to exploit price discrepancies in the financial markets, as well
as to assess the import of news and events that may affect the financial markets. Identification and exploitation of the investment opportunities
to be pursued involves a high degree of uncertainty. No assurance can be given that the Investment Manager will be able to locate suitable
investment opportunities in which to deploy all of the assets of the Portfolio or to exploit discrepancies in the securities and derivatives
markets. Market factors including a reduction in market liquidity or the pricing inefficiency of the markets in which the assets of the
Portfolio are invested, may reduce the scope for the investment opportunities for the Portfolio.


 


Concentration
of investments. The Investment Manager is not subject to any requirement to diversify the assets of the Portfolio and consequently
such assets may at any time be heavily concentrated in a limited number of positions. In attempting to maximise returns, the Investment
Manager may concentrate the holdings of the Portfolio which invest those sectors, markets, asset classes, instruments or issuers which,
in the judgment of the Investment Manager, provide the best profit opportunity in view of the investment objective. Such concentration
increases the risk of an investment in the Portfolio by increasing the relative impact of changes in the market, economic or political
environment affecting particular countries, sectors, markets and issuers. The Portfolio could be subject to significant losses if it
holds a large position in a particular investment that declines in value or is otherwise adversely affected (including as a result of
default by the issuer).


 


Convertible
securities. The Portfolio may be invested in convertible securities. Convertible securities are preferred stocks or debt obligations
that are convertible into common stock and consequently have both equity and fixed income risk characteristics. Like all fixed income
securities, the value of convertible securities will tend to decline as interest rates increase. If the market price of the underlying
stock approaches or exceeds the conversion price of the convertible security, the convertible security will tend to reflect the market
price of the underlying stock. If the value of the underlying stock then falls below the conversion price the convertible security may
lose much or all of its value. As the market price of the underlying stock declines, a convertible security will tend to trade increasingly
based on its fixed income characteristics and so may not decline in price as much as the underlying stock. Generally, convertible securities
offer lower interest or dividend yields than non-convertible securities of similar quality and have less potential for gains or capital
appreciation in a rising stock market than other equity securities. They tend to be more volatile than other fixed income securities
and the markets for convertible securities may be less liquid than markets for common stocks or bonds. Additionally, an issuer may have
the right to buy back convertible securities at a time and price that is unfavourable to the Portfolio.


 






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Counterparty
risk. The Portfolio is subject to the risk of the inability of any counterparty (including any prime brokers and custodians) to
perform with respect to transactions, whether due to insolvency, bankruptcy or other circumstances. The Portfolio is subject to the
risk that counterparties may not have access to finance and/or assets at the relevant time and may fail to comply with their
obligations under the relevant subscription and redemption agreements. In the event of any counterparty entering an insolvency
procedure, the Portfolio could experience delays in liquidating positions and significant losses could be incurred, including the
loss of that portion of the assets of the Portfolio financed through such a transaction, a decline in value of the relevant
investment during the period in which the Portfolio seeks to enforce the contract, an inability to realise any gains on its
investment during such period and fees and expenses incurred in enforcing the contract. During an insolvency procedure (which may
last many years) the use of assets held by or on behalf of the relevant counterparty may be restricted and accordingly (a) the
ability of the Investment Manager to fulfil the investment objective may be severely constrained, (b) the Portfolio may be required
to suspend the calculation of the Net Asset Value and as a result subscriptions for and redemptions of Participating Shares. During
such a procedure, the Portfolio is likely to be an unsecured creditor in relation to certain assets (including those in respect of
which it had previously been a secured creditor) and accordingly it may not be possible to recover such assets from the insolvent
estate of the relevant counterparty in full, or at all.


 


Currency
exposure. Assets of the Portfolio will be invested in investments which are denominated in RMB and other currencies which are not
the Dealing Currency. Accordingly, the value of such assets may be affected favourably or unfavourably by fluctuations in currency rates.
The Investment Manager does not intend to hedge the foreign currency exposure and so the Portfolio will be subject to foreign exchange
risks. Prospective investors whose assets and liabilities are predominantly in currencies other than the currency in which their Participating
Shares will be denominated should take into account the potential risk of loss arising from fluctuations in value between the currency
in which their Participating Shares will be denominated, the currency of investment and the currencies of their assets and liabilities.


 


Performance
Fee. The existence of the Performance Fee may create an incentive for the Investment Manager to make more speculative investments
on behalf of the Portfolio than it would otherwise make in the absence of such arrangements. Since the Performance Fee is calculated
on a basis which includes unrealised appreciation of the Portfolio’s assets, such fee may be greater than if it were based solely
on realised gains and such unrealised appreciation may not be reflected in the actual realised value of such investments. The methodology
used in calculating the Performance Fee in respect of the Participating Shares may result in inequalities as between Shareholders in
relation to the payment of Performance Fee (with some investors paying disproportionately higher Performance Fee in certain circumstances
which include paying Performance Fee which include performance from a period prior to their subscription where subscriptions are received
during a Calculation Period) and may also result in certain Shareholders having more of their capital at risk at any time than others
(as no equalisation methodology is employed in respect of the Performance Fee calculation).


 


Debt
securities. The Portfolio may invest in fixed income securities which may be unrated by a recognised credit-rating agency or
below investment grade and which are subject to greater risk of loss of principal and interest than rated or higher-rated debt
securities. As there are generally perceived to be greater risks associated with unrated and below investment grade securities, the
yields and prices of such securities may fluctuate more than those for higher-rated securities. The market for non-investment grade
securities may be smaller and less active than that for higher-rated securities, which may adversely affect the prices at which
these securities can be sold and result in losses to the Portfolio. The Portfolio may invest in debt securities which rank junior to
other outstanding securities and obligations of the issuer, all or a significant portion of which may be secured on substantially
all of that issuer’s assets. The Portfolio may invest in debt securities which are not protected by financial covenants or
limitations on additional indebtedness. The issuers of debt securities may default on their obligations, whether due to insolvency,
bankruptcy, fraud or other causes and their failure to make the scheduled payments could cause the Portfolio to suffer significant
losses. The Portfolio will therefore be subject to such credit, liquidity and interest rate risks. In addition, evaluating credit
risk for debt securities involves uncertainty because credit rating agencies throughout the world have different standards, making
comparison across countries difficult. Also, the market for credit spreads is often inefficient and illiquid, making it difficult to
accurately calculate discounting spreads for valuing financial instruments.


 






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Borrowing.
The Portfolio may use borrowings for the purpose of making investments. The use of borrowing creates special risks and may significantly
increase the investment risk of the Portfolio. Borrowing creates an opportunity for greater yield and total return but, at the same time,
will increase the exposure of the Portfolio to capital risk and interest costs. Any investment income and gains earned on investments
made through the use of borrowings that are in excess of the interest costs associated therewith may cause the Net Asset Value of the
Participating Shares to increase more rapidly than would otherwise be the case. Conversely, where the associated interest costs are greater
than such income and gains, the Net Asset Value of the Participating Shares may decrease more rapidly than would otherwise be the case.


 


General
economic and market conditions. The success of the Portfolio will be affected by general economic and market conditions, such as
interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls
and national and international political circumstances. These factors may affect the level and volatility of securities prices and the
liquidity of the investments of the Portfolio. Volatility or illiquidity could impair the profitability of the Portfolio or result in
losses.


 


Governmental
intervention. The global financial markets have recently undergone pervasive and fundamental disruptions and dramatic instability
which has led to extensive and unprecedented governmental intervention. Regulators in many jurisdictions implemented a number of wide-ranging
emergency regulatory measures, including restrictions on the short selling of financial and other stocks in many jurisdictions. Such
intervention was in certain cases implemented on an emergency basis without much or any notice with the consequence that some market
participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions was suddenly
and/or substantially eliminated. Given the complexities of the global financial markets and the limited time frame within which governments
were able to take action, these interventions were sometimes unclear in scope and application, resulting in confusion and uncertainty
which in itself was materially detrimental to the efficient functioning of such markets as well as previously successful investment strategies.
It is impossible to predict with certainty what additional or future governmental restrictions may be imposed on the markets and/or the
effect of such restrictions on the Investment Manager’s ability to implement the investment objective of the Portfolio. However,
the Investment Manager believes that there is a likelihood of increased regulation of the global financial markets, and that such increased
regulation could be materially detrimental to the performance of the Portfolio.


 


Nature
of investments. The Investment Manager will have broad discretion in making investments for the Portfolio. Investments will
generally consist of various instruments and other assets that may be affected by business, financial market or legal uncertainties.
There can be no assurance that the Investment Manager will correctly evaluate the nature and magnitude of the various factors that
could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are
inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the
results of the activities of the Portfolio and the value of its investments. Among other things, performance will depend upon the
ability of the Investment Manger to assess the importance of news and events, forecast macro trends, make accurate forecasts about
economic and fundamental factors and their potential impact on financial markets. Unexpected movements in interest rates, foreign
exchange, credit defaults and spreads, commodity
prices, equity values etc. can adversely affect the performance. No guarantee or representation is made that the investment objective
of the Portfolio will be achieved.


 




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No
minimum size. The Portfolio may begin operations without attaining any particular level of assets. At low asset levels, the Portfolio
may be unable either to diversify investments as fully as would otherwise be desirable or to take advantage of potential economies of
scale, including the ability to obtain the most timely and valuable research and trading information from broker-dealers and other market
participants. It is possible that even if the Portfolio operates for a period with substantial capital, redemptions could diminish the
assets of the Portfolio to a level that does not permit the most efficient and effective implementation of the investment strategies
of the Portfolio.


 


Overall
investment risk. All investments of the Portfolio risk the loss of capital. Many unforeseeable events, including actions by various
government agencies, and domestic and international political events, may cause sharp market fluctuations. Changes in the macroeconomic
environment, including, for example, interest rates, inflation rates, industry conditions, competition, technological developments, political
events and trends, changes to tax laws, currency exchange rates, regulatory policy, employment and consumer demand and innumerable other
factors, can substantially and adversely affect the performance of an investment of the Portfolio. None of these conditions will be within
the control of the Investment Manager and there can be no assurance that the Portfolio will not incur losses.


 


Cross-Class
liabilities. The Company has the power to issue shares in Classes. The Articles provide for the manner in which the liabilities are
to be attributed across the various Classes (liabilities are to be attributed to the specific Class in respect of which the liability
was incurred). However, the Company is a single legal entity and there is no limited recourse protection for any Class within the Portfolio.
Accordingly, all of the assets of the Company in respect of the Portfolio will be available to meet all of its liabilities regardless
of the Class to which such assets or liabilities are attributable. If the liabilities of a Class of Participating Shares in the Portfolio
exceed its assets, creditors of the Company in respect of the Portfolio, as the case may be, may have recourse to the assets attributable
to the other Classes of Participating Shares in the Portfolio. In practice, cross-Class liability is only expected to arise where liabilities
referable to one Class are in excess of the assets referable to such Class and it is unable to meet all liabilities attributed to it.
In such a case, the assets of the Portfolio attributable to other Classes may be applied to cover such liability excess and the value
of the contributing Classes will be reduced as a result. As at the date of this Supplement, the Directors are not aware of any existing
or contingent liabilities.


 


Reliance
on financial reporting. Strategies implemented by the Portfolio may rely on the financial information made available by the issuers
in which the Portfolio invests. The Investment Manager will have no ability to independently verify the financial information disseminated
by such issuers and is dependent upon the integrity of both the management of these issuers and the financial reporting process in general.
Recent events have demonstrated the material losses which investors can incur as a result of corporate (as well as government agency)
mismanagement, fraud and accounting irregularities.


 


Risk
management. The Investment Manager intends to apply a risk management approach that it believes is appropriate for the Portfolio.
The application of any risk management approach involves numerous judgments and qualitative assessments. No risk management system is
fail-safe, and no assurance can be given that the Portfolio’s risk control framework will achieve its objectives. From time to
time, without notice to Shareholders, the Investment Manager may modify or change the risk management system and procedures adopted for
the Portfolio.


 


Exchange
Intervention or Government Intervention in Futures Markets. It is possible that an exchange or a government authority may suspend
or limit trading in a particular futures contract, order
immediate settlement of a particular contract or order that trading in a particular contract be conducted for liquidation only. This
may result in losses to the Portfolio.


 




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Custody
risk. Custodians or sub-custodians may be appointed in local markets for purpose of safekeeping assets in those markets. Where the
Portfolio invests in markets where custodial and/or settlement systems are not fully developed, the assets of the Portfolio may be exposed
to custodial risk. In case of liquidation, bankruptcy or insolvency of a custodian or sub-custodian, the Portfolio may take a longer
time to recover its assets. In extreme circumstances such as the retroactive application of legislation and fraud or improper registration
of title, the Portfolio may even be unable to recover all of its assets. The costs borne by the Portfolio in investing and holding investments
in such markets will be generally higher than in organised securities markets.


 


Where
legal and beneficial title to any assets of the Portfolio has been transferred to a custodian, in relation to the Portfolio’s right
to the return of equivalent assets, the Portfolio will rank as one of such custodian’s unsecured creditors. In the event of the
insolvency of a custodian, the Portfolio might not be able to recover such equivalent assets in full. In addition, the Portfolio’s
cash held with a custodian will not be segregated from a custodian’s own cash and will be used by it in the course of its investment
business and the Portfolio will therefore rank as an unsecured creditor in relation to such cash.


 


The
Portfolio will be subject to the risk that a custodian may be unable to perform with respect to transactions, whether due to insolvency,
bankruptcy or other causes. In addition, the nature of commercial arrangements made in the normal course of business between many custodians
means that in the case of a custodian defaulting on its obligations to the Portfolio, the effects of such a default may have consequential
negative effects on other custodians with whom the Portfolio deals. The Portfolio may, therefore, be exposed to such so-called “systemic
risk” when the Portfolio deals with a custodian whose creditworthiness may be interlinked.


 


Custodians’
insolvency. The Portfolio is at risk of a custodian entering into an insolvency procedure. During such a procedure (which may last
many years) the use by the Portfolio of assets held by or on behalf of such custodian may be restricted and accordingly: (a) the ability
of the Investment Manager to fulfil the investment objective may be severely constrained; (b) the Portfolio may be required to suspend
the calculation of the Net Asset Value and as a result subscriptions for and redemptions of Participating Shares; and/or (c) the Net
Asset Value may be otherwise affected. During such a procedure, the Portfolio is likely to be an unsecured creditor in relation to certain
assets and accordingly the Portfolio may be unable to recover such assets from the insolvent estate of a custodian in full, or at all.


 


Force
Majeure Events. The occurrence of any event which is outside the control of the Company, the Manager and the Investment Manager
commonly considered a “force majeure event” may prevent the Company, the Manager and the Investment Manager from being
able to pursue the Portfolio’s investment programme or achieve the Portfolio’s investment objective, and may also
prevent the Company and its service providers from operating as described in the Memorandum and this Supplement. Examples of force
majeure events include, but are not limited to, acts of God, flood, drought, earthquake or other natural disaster, epidemic or
pandemic such as H1N1 influenza (swine flu), avian bird flu, Ebola, Middle East Respiratory Syndrome (MERS), severe acute
respiratory syndrome (SARS), zika virus and COVID-19 virus, terrorist attack, civil war, civil commotion, riot, war, threat of or
preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations, nuclear, chemical or
biological contamination or sonic boom, any law or any action taken by a government or public authority (including without
limitation imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence or consent),
collapse of buildings, fire, explosion or accident, labour or trade disputes, strikes, industrial action or lockouts,
non-performance by suppliers, contractors or sub-contractors and interruption or failure of utility services. Accordingly, the
occurrence of a force majeure event could mean: (a) the ability of the Investment Manager to fulfil the investment objective may be
severely constrained; (b) the Portfolio may be required to suspend the calculation of the Net Asset Value and as a result
subscriptions for and redemptions of Participating Shares; and/or (c) the Net Asset Value may be otherwise affected


 






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RISKS ASSOCIATED WITH THE QFII
REGIME


 


The Portfolio will be exposed
to instruments issued or distributed within the PRC through the QFII regime.


 


The QFII regime is governed by
rules and regulations as promulgated by the mainland Chinese authorities, i.e., the CSRC, the SAFE and the PBOC. Such rules and regulations
may be amended from time to time and include (but are not limited to):


 


(i)
the “Measures on the Administration of Domestic Securities Investments of Qualified Foreign Institutional Investors”
jointly promulgated by the CSRC, the People’s Bank of China and the SAFE on 24 August 2006 which came into effect on 1 September
2006 (《合格境外機構投資者境內證券投資管
理辦法》);


 


(ii)
the “Provisions on Relevant Issues Concerning the Implementation of the Measures on the Administration of Domestic Securities
Investments of Qualified Foreign Institutional Investors” promulgated by the CSRC on 27 July 2012 which came into effect on 27
July 2012 (關於實施《合格境
外機構投資者境內證券投資管理辦法》有關問題的規定);


 


(iii)
the “Regulations on Foreign Exchange Administration of Domestic Securities Investments by Qualified Foreign Institutional
Investors” issued by the SAFE on 12 June 2018 (《合格境外機構投資者境內證券投資外匯管理規定》);


 


(iv) 
the “Announcement on Relevant Matters concerning Further Improvement in the Investment in the Interbank Bond Market by Foreign
Institutional Investors (Announcement [2016] No.3 of the People’s Bank of China)”
issued by the People’s Bank of China on 17 February 2016 (《進一步做好境外機構投
資者投資銀行間債券市場有關事宜公告》中國人民銀行公告[2016]第3號);


 


(v)
the Notice on the Issues concerning the Depository and Settlement of Domestic Securities Investment of QFII issued by the CSRC
on 4 July 2003 (關於合格境外機構投資者境內證券交易登記結算業務有關問
題的通知); and


 


 (vi) any other applicable regulations promulgated by the relevant authorities.




 


The QFII Investment Manager/Custodian
may from time to time make available QFII quota for the purpose of the Portfolio’s direct investment into the PRC. However, there
is no assurance that the Investment Manager will make available QFII quota that is sufficient for the Portfolio’s investment at
all times.


 


The QFII Investment Manager has
appointed the QFII Custodian in respect of the QFII assets, pursuant to relevant laws and regulations.





 






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Securities and instruments issued or distributed within
the PRC will be maintained by the QFII Custodian pursuant to PRC regulations through securities accounts with the relevant PRC securities
depositaries in such name as may be permitted or required in accordance with PRC law.


 


Risks relating to RMB denominated
securities. The Portfolio primarily invests in PRC securities that are denominated in RMB. RMB is currently not a freely convertible
currency and is subject to foreign exchange controls and repatriation restrictions imposed by the Chinese government. Please refer to
the relevant risk factors “RMB currency risk” and “RMB foreign exchange control risk” under the section headed
“Risk Factors” in this Supplement.


 


QFII Custodian risk. Custodians
may not be able to offer the same level of service such as safe- keeping, settlement and administration of securities that is customary
in more developed markets or countries.


 


As the Portfolio
invests in the PRC through a QFII, the funds of the Portfolio used for investment in the PRC must be held by the custodian of such QFII.
There is a risk that the Portfolio may suffer losses, whether direct or consequential, from the default or bankruptcy of the QFII Custodian
or disqualification of the QFII Custodian from acting as a custodian. The Portfolio may also suffer losses due to the acts or omissions
of the QFII Custodian in the execution or settlement of any transaction or in the transfer of any funds or securities.


 


RISKS ASSOCIATED WITH THE PRC


 


Economic, political and social
risks. The economy of China, which has been in a state of transition from a planned economy to a more market oriented economy, differs
from the economies of most developed countries in many respects, including the level of government involvement, its state of development,
its growth rate, control of foreign exchange, and allocation of resources.


 


Although the majority of productive
assets in China are still owned by the PRC government at various levels, in recent years, the PRC government has implemented economic
reform measures emphasising utilisation of market forces in the development of the economy of China and a high level of management autonomy.
The economy of China has experienced significant growth in the past 20 years, but growth has been uneven both geographically and among
various sectors of the economy. Economic growth has also been accompanied by periods of high inflation.


 


The PRC government has implemented various measures
from time to time to control inflation and restrain the rate of economic growth.


 


For more than 20 years, the PRC government has carried
out economic reforms to achieve decentralisation and utilisation of market forces to develop the economy of the PRC. These reforms have
resulted in significant economic growth and social progress. There can, however, be no assurance that the PRC government will continue
to pursue such economic policies or, if it does, that those policies will continue to be successful. Any such adjustment and modification
of those economic policies may have an adverse impact on the securities and bond market in the PRC as well as the underlying investments
of the Portfolio. Further, the PRC government may from time to time adopt corrective measures to control the growth of the PRC economy
which may also have an adverse impact on the capital growth and performance of the Portfolio.


 


Political changes, social instability
and adverse diplomatic developments in the PRC could result in the imposition of additional government restrictions including expropriation
of assets, of the fixed income instruments in the Portfolio.


 






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PRC laws and
regulations risk. The regulatory and legal framework for capital markets and joint stock companies in the PRC may not be as well
developed as those of developed countries. PRC laws and regulations affecting securities markets are relatively new and evolving,
and because of the limited volume of published cases and judicial interpretation and their non-binding nature, interpretation and
enforcement of these regulations involve significant uncertainties. In addition, as the PRC legal system develops, no assurance can
be given that changes in such laws and regulations, their interpretation or their enforcement will not have a material adverse
effect on their business operations.


 


Restricted markets risk. The
Portfolio may make investments in respect of which the PRC imposes limitations or restrictions on foreign ownership or holdings. Such
legal and regulatory restrictions or limitations may have adverse effects on the liquidity and performance of the Portfolio and may affect
the Portfolio’s achievement of its investment objective.


 


Accounting and reporting standards
risk. Accounting, auditing and financial reporting standards and practices applicable to PRC companies may be different to those standards
and practices applicable to countries that have more developed financial markets. For example, there are differences in the valuation
methods of properties and assets and in the requirements for disclosure of information to investors.


 


RMB currency/currency conversion
risk. The Portfolio may have substantial exposure to investments denominated in RMB. RMB is currently not a freely convertible currency
as it is subject to foreign exchange control policies of and repatriation restrictions imposed by the Chinese government. If such policies
change in future, the Portfolio’s or the investors’ position may be adversely affected. There is no assurance that RMB will
not be subject to devaluation, in which case the value of their investments will be adversely affected.


 


Where an investor subscribes for
Participating Shares denominated in a currency other than RMB, all or part of the subscription monies will be converted into RMB for investment
in underlying investments, while realisation proceeds in RMB will be converted to the relevant class currency for payment of redemption
proceeds at the applicable exchange rate. As a result, investors will be exposed to foreign exchange fluctuations between RMB and the
relevant class currency and may suffer losses arising from such fluctuations.


 


As RMB is not freely convertible,
currency conversion is also subject to availability of RMB at the relevant time (i.e. it is possible there is not sufficient RMB for currency
conversion in case of sizeable subscriptions in non-RMB classes).


 


PRC TAX RISK


 


The following summary of PRC
taxation is of a general nature, for information purposes only, and is not intended to be an exhaustive list of all of the tax considerations
that may be relevant to a decision to purchase, own, redeem or otherwise dispose of Participating Shares. This summary does not constitute
legal or tax advice and does not purport to deal with the tax consequences applicable to all categories of investors. Prospective investors
should consult their own professional advisers as to the implications of their subscribing for, purchasing, holding, redeeming or disposing
of Units both under the laws and practice of PRC and the laws and practice of their respective jurisdictions. The information below is
based on the law and practice in force in PRC at the date of this Supplement. The relevant laws, rules and practice relating to tax are
subject to change and amendment (and such changes may be made on a retrospective basis). As such, there can be no guarantee that the summary
provided below will continue to be applicable after the date of this Supplement. Furthermore, tax laws can be subject to different interpretations
and no assurance can be given that relevant tax authorities will not take a contrary position to the tax treatments described below.





 






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Corporate Income Tax (“CIT”)


 


 a) Capital gains




 


PRC withholding income tax (“WHT”)
implications on capital gains derived from the disposal of onshore PRC debt securities


 


According to the PRC Corporate
Income Tax Law (“CIT Law”) and its Detailed Implementation Rules (“DIR”), if a non-resident enterprise
does not have a permanent establishment (“PE”) in the PRC, then only the PRC sourced income would be subject to PRC
WHT. The applicable WHT rate is 10% unless there is relief or reduction under the relevant tax treaty.


 


With the approval from the PRC
State Council, the State Administration of Taxation (“SAT”), the Ministry of Finance (“MOF”) and
the China Securities Regulatory Commission (“CSRC”) have jointly issued Caishui [2014] No. 79 (“Circular 79”)
to clarify the PRC WHT treatment with respect to gains derived by QFIIs from the trading of equity investments.


 


Under Circular 79, capital gains
realized by QFIIs from the disposal of equity investments (including shares in PRC enterprises) are temporarily exempt from PRC WIT effective
from 17 November 2014. Circular 79 also states that gains realized by QFIIs prior to 17 November 2014 from disposal of equity investments
should be subject to PRC WIT according to the PRC CIT Law. Circular 79 is applicable to QFIIs which do not have a PE in the PRC, or QFIIs
which have a PE in the PRC, but the gains derived from the disposal of equity investments are not connected to such PE.


 


Also, under the Arrangement between
the PRC and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with
respect to Taxes on Income (the “Arrangement”), for tax residents in Hong Kong that have no PE in the PRC, capital
gains arising from the disposal of onshore PRC debt securities would not be taxed in the PRC, subject to the assessment by the PRC tax
authorities.


 


 b) Interest income




 


Under the domestic CIT Law and
its DIR, interests derived from PRC by entities that are treated as non-residents in the PRC which have no establishment or place in the
PRC are subject to PRC WHT at the rate of 10%.


 


Under the Arrangement, for tax
residents in Hong Kong that have no PE in the PRC, the WHT rate on interest income can be reduced to 7%, subject to the assessment of
the PRC tax authority. The general rate of 10% will be applicable to the Portfolio if the preferential rate is not granted.


 


On 22 November 2018, the MOF and
the SAT released Caishui [2018] No. 108 on tax treatment for Overseas Institutional Investors (“OIIs”) investing in
China bond market dated 7 November 2018 (“Caishui [2018] No. 108”).


 


Caishui [2018] No. 108 mentioned
that the interest income of the bonds derived by OIIs in the China bond market is exempted from WHT for three years effective from 7 November
2018 to 6 November 2021.


 


Value-added Tax (“VAT”)
and surtaxes


 


According to Caishui
[2016] No. 36 effective from 1 May 2016, interest income from government bonds and municipal local government bonds are exempted
from VAT. Furthermore, the MOF and SAT jointly issued Caishui [2016] No. 70, which is a supplementary notice to Caishui [2016] No.
36 concerning the financial industry. According to Caishui [2016] No. 70, interest income derived from holding of financial bonds
(i.e. bonds issued by PRC incorporated financial institutions in the inter- bank bond market or exchange market) by financial
institutions is exempted from VAT. However, such exemption is technically not applicable to interest derived from bonds other than
the aforesaid.


 






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Caishui [2018] No. 108 mentioned
that the interest income of the bonds derived by OIIs in the China bond market is exempted from VAT for three years effective from 7 November
2018 to 6 November 2021.


 


According to Caishui [2016] No.
36 and Caishui [2016] No. 70, gains derived by QFIIs from the transfer of PRC Securities will be exempted from VAT since 1 May 2016.


 


Where capital gains are derived
by a non-resident from transfer of offshore PRC debt securities, VAT in general is not imposed as the purchase and disposal are concluded
and completed outside China.


 


If VAT is applicable, there are
also other surtaxes (which include Urban Construction and Maintenance Tax, Education Surcharge and Local Education Surcharge) that would
amount to as high as 12% of VAT payable.


 


Stamp Duty (“SD”)


 


SD under the PRC laws generally
applies to the execution and receipt of all taxable documents listed in the PRC’s Provisional Rules on SD. SD is levied on the execution
or receipt in China of certain documents, including loan contracts.


 


Tax Provision


 


It should be noted that there is
a possibility of the PRC tax rules, regulations and practice being changed and taxes being applied retrospectively. If tax is levied by
the SAT on the Portfolio and the Portfolio is required to make payments reflecting tax liabilities for which no provisions have been made,
investors should note that the Net Asset Value of the Portfolio may be adversely affected, as the Portfolio will ultimately have to bear
the full amount of tax liabilities.


 


In this
case, the tax liabilities of the Portfolio will only impact Participating Shares in issue of the Portfolio at the relevant time, and the
then existing Shareholders and subsequent Shareholders of the Portfolio will be disadvantaged as such Shareholders will bear, through
the Portfolio, a disproportionately higher amount of tax liabilities as compared to that borne at the time of investment in the Portfolio.


 


The actual tax liabilities may
be lower than the tax provision made (if any), in which case those persons who have already redeemed their Participating Shares before
the actual tax liabilities are determined will not be entitled or have any right to claim any part of such overprovision.


 


Shareholders may be disadvantaged
depending upon the final tax liabilities and when they subscribed and/or redeemed their Participating Shares in the Portfolio. Shareholders
should seek their own tax advice on their tax position with regard to their investment in the Portfolio.


 


WHT provision on capital gains from
onshore PRC debt securities


 


In order to meet the potential
tax liability for capital gains in respect of the gross realized and unrealized capital gains derived from the investments in onshore
PRC debt securities, a provision of 10% has been made by the Portfolio before 30 October 2015.





 






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Please note that the interpretation
of the taxability of the capital gains from the trading of PRC debt securities may be subject to change. If the SAT and/or MOF would issue
tax rules in the future which change the above position (e.g. consider the gains derived by non PRC residents (including QFIIs) to be
PRC sourced), the Portfolio would need to assess whether treaty relief would be available under the Arrangement.


 


The Portfolio’s approach
with regard to WHT is subject to change if there is specific tax rule/guidance on QFII issued by the SAT/MOF, as well as practices adopted
by the local tax authorities/SAT, in the future.


 


In respect of offshore bond investments,
the Portfolio will not currently make any provision for any potential tax liability for capital gains. WHT provision and VAT provision
on the Portfolio’s interest income derived from onshore PRC debt instruments


 


Investors should seek their own
tax advice on their PRC tax position with regard to their investment in the Portfolio.


 


 


The risk factors above and
those set out in the Memorandum do not purport to be complete. Nor do they purport to be an entire explanation of the risks involved in
an investment in the Portfolio. A potential investor should read the Memorandum and this Supplement in their entirety as well as consult
with its own legal, tax and financial advisers before deciding to invest in the Portfolio.


 









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FINANCIAL INFORMATION AND
REPORTS


 





 



 


FINANCIAL STATEMENTS


 


The first audit of the Portfolio
will be for the period beginning on the commencement of the operations of the Portfolio and ending on 31 December 2020. The financial
statements of the Portfolio will be presented in US Dollars and prepared in accordance with IFRS, unless the Directors otherwise deem
appropriate.


 


REPORTS TO SHAREHOLDERS


 


Each Shareholder will be provided
with a copy of an annual report that will include audited financial statements of the Portfolio within six months of the end of each financial
year of the Company. Shareholders will also be provided with a monthly report on the investment performance of the Portfolio.


 


 


 


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