A "PROSPECTUS" AS DEFINED IN THE
COMPANIES ORDINANCE OF HONG KONG. NO PERSON MAY ISSUE, OR POSSESS FOR THE
PURPOSE OF ISSUE, ANY ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE
PARTICIPATING SHARES, WHETHER IN HONG KONG OR ELSEWHERE, WHICH IS DIRECTED AT,
OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC OF
HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG)
OTHER THAN WITH RESPECT TO PARTICIPATING SHARES WHICH ARE OR INTENDED TO BE
DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO "PROFESSIONAL
INVESTORS" AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THE SFO. SUBSCRIPTION
WILL NOT BE ACCEPTED FROM ANY PERSON OTHER THAN THE PERSON TO WHOM THIS
MEMORANDUM HAS BEEN DELIVERED. THIS MEMORANDUM IS DELIVERED ONLY TO THE
RECIPIENT AND MAY NOT BE USED, COPIED, REPRODUCED OR
24
DISTRIBUTED IN WHOLE OR IN PART, TO ANY OTHER PERSON (OTHER THAN PROFESSIONAL
ADVISORS OF THE PROSPECTIVE INVESTOR RECEIVING THIS MEMORANDUM). YOU ARE ADVISED
TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF YOU ARE IN DOUBT ABOUT ANY OF
THE CONTENTS OF THIS PROSPECTUS YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL
ADVICE.
FOR RESIDENTS OF INDIA ONLY
THE DOCUMENTS ARE STRICTLY PRIVATE AND CONFIDENTIAL. THE DOCUMENTS ARE NOT A
PUBLIC PROSPECTUS OR A STATEMENT IN RELATION TO A PUBLIC PROSPECTUS OR A PUBLIC
OFFERING AND DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC TO SUBSCRIBE FOR, OR
OTHERWISE ACQUIRE, THE SHARES. THEY ARE INTENDED ONLY FOR THE PERSON TO WHOM IT
IS ADDRESSED. PLEASE DO NOT CIRCULATE OR PASS THE DOCUMENTS TO ANY OTHER PERSON.
IN ADDITION TO COMPLIANCE WITH US REGULATIONS, ANY OFFER OR ITS EXPENSE IS
SUBJECT TO COMPLIANCE IN INDIA WITH APPLICABLE INDIAN LAW AND IN PARTICULAR THE
PROVISIONS OF THE FOREIGN EXCHANGE MANAGEMENT ACT, 1999, THE SECURITIES AND
EXCHANGE BOARD OF INDIA ACT, 1992 AND THE REGULATION, NOTIFICATIONS AND
CIRCULARS ISSUED THERE UNDER.
FOR RESIDENTS OF IRELAND ONLY
THE COMPANY HAS NOT BEEN APPROVED BY, AND IS NOT REGULATED BY, THE IRISH
FINANCIAL SERVICES REGULATORY AUTHORITY. THIS PROSPECTUS DOES NOT CONSTITUTE OR
FORM PART OF ANY OFFER OR INVITATION TO THE PUBLIC TO SUBSCRIBE FOR OR PURCHASE
SHARES IN THE COMPANY AND SHALL NOT BE CONSTRUED AS SUCH AND NO PERSON OTHER
THAN THE PERSON TO WHOM THIS PRIVATE PROSPECTUS HAS BEEN ADDRESSED OR DELIVERED
SHALL BE ELIGIBLE TO SUBSCRIBE FOR OR PURCHASE SHARES IN THE COMPANY. SHARES IN
THE COMPANY SHALL NOT BE MARKETED IN IRELAND WITHOUT THE PRIOR APPROVAL IN
WRITING OF THE IRISH FINANCIAL SERVICES REGULATORY AUTHORITY.
THE DOCUMENTS ARE STRICTLY PRIVATE AND CONFIDENTIAL AND SHOULD NOT BE
DISSEMINATED OR CIRCULATED TO THE PUBLIC.
THE DOCUMENTS ARE DIRECTED SOLELY TO CERTAIN INDIVIDUALS TO WHOM THEY ARE
ADDRESSED (THE "INVESTOR"). THE INVESTMENTS OR INVESTMENT ACTIVITIES TO WHICH
THE DOCUMENTS REFER ARE THE SUBJECT OF A PRIVATE INVITATION MADE BY THE SCHEME
TO THE INVESTOR (THE "OFFER") AND ARE AVAILABLE SOLELY TO THE INVESTOR AND NO
OTHER PERSON(S),