2019 interim results presentation2019 interim results presentation august 2019 (a joint stock...
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2019 Interim Results Presentation
August 2019
(A joint stock company incorporated in the PRC with limited liability
under the Chinese corporate name 华泰证券股份有限公司 and
carrying on business in Hong Kong as HTSC)
1
22
23
21
Financial overview
Business overview
概要Company overview
24 Development strategy
Agenda
2
Company overview
Financial overview
Business overview
Development strategy
Agenda
3
2,000
3,000
4,000
5,000
6,000
7,000
01/15 01/16 01/17 02/18 03/19
Shanghai Composite Index
Shenzhen Composite Index
Hang Seng Index
FTSE 100
S&P 500
Performance of key market indices1
0
500
1,000
1,500
2,000
2,500
01/15 10/15 06/16 03/17 12/17 09/18 06/19
Margin financing and securities
lending (MFSL) balance
Market Environment
Equity and debt issuance amount
0.7 0.6
2.1
3.5
1H18 1H19
Stock Bond(RMBtn)
(RMBbn)(RMBbn)
-7.9%
+42.9%+20.9%
AUM of securities companies
15.9
13.3
1H18 1Q19
(RMBtn)
Low: 716
High: 2,273
+10.4%+13.1%
High: 2,363
Low: 187
Scale of domestic private funds
12.6 13.3
1H18 1H19
(RMBtn)
With growing changes in economic environment, market rules and client structure, the reforms in China capital market increased and
the progress of returning to the original function of financial services accelerated in 1H19
Source: Securities Association of China, Wind, Asset Management Association of China
Note: 1. All indices are rebased to the beginning level of Shanghai Composite Index
0
500
1,000
1,500
2,000
2,500
01/15 09/15 06/16 03/17 12/17 09/18 06/19
Stock trading volume
4
Business Highlights
Ranked #1 in terms of brokerage trading
volume of stocks and funds
Source: Company data
Note: 1. CFFEX stands for China Financial Futures Exchange
Strengthening leadership Pursuing breakthrough
Ranked #1 by ZhangLe Fortune Path in
terms of MAU among PRC securities firms’
apps, MAU reached ~7.5 million
Ranked #2 in terms of balance of margin
loans and securities lent
Ranked #1 in terms of the amount of CSRC-
approved M&A transactions
First Chinese GDR ever listed on LSE under
the Shanghai-London Stock Connect scheme
Ranked #3 in terms of 1H19 incremental nominal
principal of OTC derivatives among securities
firms
Underwritten 4 IPOs on SSE STAR market
among the first batch, with HYC Technology as
the first one
AssetMark’s AUM remained a steady growth
from 2018 to USD56bn+
Ranked #2 among PRC securities firms in
terms of AUM
Among the first batch of treasury futures
market makers of CFFEX1
5
3,159
4,057
1H18 1H19
Business Performance Overview
Source: Company data
Note: 1. ROAE = net profit / average net assets
369
493
105 118
2018 1H19Total assets Net assets
Net profit
ROAA and ROAE 1 1H19 revenue breakdown
Improved capital strength and successfully achieved business transformation
0.8% 0.9%
3.6%3.8%
1H18 1H19ROAA ROAE
(RMBmm)
Total assets and net assets
(RMBbn)
Wealth management
30.2%
Capital-based intermediary
services19.5%
Institutional services21.1%
Investment management
13.1%
International business12.5%
Others3.7%
6
Company Overview
Financial overview
Company overview
Business overview
Development strategy
Agenda
7
11,980
14,728
1H18 1H19
Maintained Leadership in Profitability
Total Revenue
Source: Company data, financial report (IFRS)
Operating profit and net profit
(RMBmm)
(RMBmm)
Earnings per share
(RMB)
Profit-to-income ratio
26.4% 27.5%
1H18 1H19
0.44
0.49
1H18 1H19
3,053
4,138
3,159
4,057
1H18 1H19
Operating profit Net profit
8
Robust Growth across All Business Lines with “Two-Pronged” Strategy
Wealth management revenue
Investment management revenue
Institutional services revenue
International business revenue
6,903
7,315
1H18 1H19
(RMBmm)
1,154
3,113
1H18 1H19
1,501
1,926
1H18 1H19
1,501
1,835
1H18 1H19
(RMBmm)
(RMBmm)(RMBmm)
Source: Company data, financial report (IFRS)
9
Achieved Rapid Assets Growth and Optimized Assets Structure
53,609
150,909
73,976
90,171
368,666
(RMBmm)
Others
Financial assets
Credit assets
Cash assets
55,796
234,475
72,080
130,661
493,013
2018 1H19
40.9%
47.6%
150,909
234,475
2018 1H19
116,048
34,861
189,273
45,202
Bond
Other financial assets
Increased assets growth Optimized credit assets structure
76.9%
80.7%
20.1%
14.6% 15,149
56,931
27,787
46,189
73,97672,080
2018 1H19
Stock pledged repo 37.6%
Increasing amount and proportion of financial assets
Margin financing
21.0%
14.5% 11.3%
24.5%
26.5%62.4% 79.0%
Source: Company data, financial report (IFRS)
10
91,029
200,525
83,257
GDR
11,304
64,589
40,095
29,953
73,005
97,061
30,459
Diversified Financing Channels and Adequate Liquidity
69,784
134,637
59,494
• On March 19, 2019, the Company successfully issued one tranche of Corporate Bond, with total amounts of RMB7bn and coupon rate of 3.68%
• On May 23, 2019, the Company successfully issued one tranche of USD Bond, with total amounts of USD500mm and coupon rate of 3.375%
• On August 21, 2019, the Company successfully issued one tranche of Financial Bond, with total amounts of RMB6bn and coupon rate of 3.40%
Bond issuance
Operating liabilities
Interest-bearing
liabilities
Other liabilities
Net assets
374,810
(RMBmm)
Equity + Debt — Diversified sources of financing to
improve capital strength
2018 1H19
263,916
29.8%
200,525
2018 1H19
Long-term liabilities
Repurchase
Agreement (Repo)
Current liabilities
Adequate liquidity
134,637
51.0%
53.5%
2018 1H19 Current ratio Liquidity
coverage ratio
Optimized mixture of interest-bearing liabilities
Net stable
funding ratio
100%
48.4%
26.5% 24.3%
22.5%
22.2% 104,750
104,750118,203
145%
242%
144%
11
Financial overview
Business overview
Development strategy
Company overview
Agenda
12
Offline: Professional + Intelligent network
2,3625,161
HTSC
Financial advisor
Other staff
Established an Integrated Online-and-offline Wealth Management Platform with Initial
Success
Integrated online-and-offline wealth management system
Mobile wealth
management platform
Financial advisor
working platform
241 Securities branches
41 Futures branches
~70%
ZhangLe
Fortune PathWealth management service platform
Branches located in economically
developed area
Connected
Monthly active users1
Cumulative downloads and
users on platform
Financial
advisors / BD Financial
products
Online + offline
platform
Refined
operation
Trading products
Strategy products
Wealth management products
7,493k
47,964k
Well tiered and graded,
professional and high-quality
employee base
2,362 financial advisors,
31.4% out of total employees,
ranked No.1 among the
industry
Online: Digital platform
4,586 Active users2
3 intelligent branches with potentially more to come
Operating branches
Intelligent branches
Pure-AI branches
Source: Company data, Analysys source
Note: 1. MAU based on June 2019; 2. Financial advisor platform active users number between Jan 2019 and June 2019
Increase allocation of financial products
13
59 44 55
91 54 46
-
150
98 101
2017 2018 1H19Margin financing and securities lending Securities-backed lending Stock repurchase
Balance of capital-based intermediary business
(RMBbn)
Sales volume of financial products1
Source: Company data
Note: 1. Tiantianfa is not included in the value of financial products distributed and the number of financial products for sales
(RMBbn)
204
300
168
2017 2018 1H19
3,274 5,456 7,979Number of financial
products for sale
12,16612,780 13,285
2017 2018 1H19
(Thousands)
19.0
14.3 11.1
2017 2018 1H19
1
(RMBtn)
Equity and fund trading volume
Rank 1 1
Number of brokerage and wealth management customers
Maintained a market leading position in stocks trading volume with expanded client base; Financial product sales increased
significantly; Continuous leadership in capital-based intermediary services and enhanced risk management capability
Established an Integrated Online-and-offline Wealth Management Platform with Initial
Success (Cont’d)
14
Established an Integrated Online-and-offline Wealth Management Platform with Initial
Success (Cont’d)
Source: Company data, Analysys source
Note: 1. MAU based on June 2019
7,493kMonthly active
users (MAU)1
47,964k 533k
99%
Cumulative downloads
and users on platform
% of new account
opening
41%% of transaction
value
89%% of transacting
clients
# of accounts opened on
mobile platform
ZhangLe Fortune Path maintained industry-wide brand
leadership in 2019
ZhangLe Fortune Path ranks
No.1 amongst apps developed
by securities companies in terms
of average MAU
ZhangLe Fortune Path drove customer service and customer
stickiness
In 1H19, we focused on wealth management transformation and financial advisory services, built a high-quality, automated
online-and-offline investment advisory service system, thus kept market leadership by refined operation
Built 2C intelligent ZhangLe platform by focusing on strategic transformation in wealth management and customer experience
Online advisory platform
AI-Human hybrid advisory
service platform
Review of advisory service
Comprehensive improvement of
service quality
Upgraded ZhangLe WM selection system
Broader product distribution
scenario coverage
Continuous improvement on
real-time market conditions
SSE STAR Market launched
15
41
110
27
2017 2018 1H19
202 204 156
2017 2018 1H19
111 139
47
2017 2018 1H19
Enhanced Financial Service Capabilities in Institutional Business
Adhering to client-centric principles, accompanied the high-quality customer throughout its entire life cycle, strategically
emphasized on key industries, fortified connections and advantages in emerging sectors, e.g. healthcare, high-end equipment
manufacturing, software, IC, and delivered full-stack investment banking services
Source: company information, Wind, MergerMarket
Note: 1. Value and number of M&A transactions based on CSRC
2. Value and number of M&A transactions in mainland China and Hong Kong according to MergerMarket, based on initial announcement dates
3. ECM underwriting includes IPO, follow-on offering, rights issue, preferred shares, convertible bond and exchangeable bond
4. DCM underwriting includes local government bond, policy financial bond, non-policy financial bond, enterprise bond, corporate bond, medium term notes, commercial paper, private placement notes
(PPN), foreign issuer bond, government-backed bond, asset-backed securities, convertible bond, exchangeable bond and bonds of other types
股权承销规模与数量排名3
DCM underwriting volume and ranking by transaction
amount4
(RMBbn)(RMBbn)
Ranking 5 3 5 Ranking 7 8 7
69 39 14Number of
transactions 329 432 508
No.1 in terms of number of M&A transactions1 No.1 in terms of Greater China M&A transaction volume2
Rank Institution Transaction value (USDmm)
1 Huatai United Securities 17,408
2 CITIC Securities 15,025
3 China Securities 11,049
4 HSBC 9,351
5 Somerley 7,410
6Baoqiao Partners 6,820
TC Capital 6,820
8 China Merchant Securities 6,486
9 CICC 6,223
10 UBS 5,992
ECM underwriting volume and ranking by transaction
amount3
(RMBbn)
Ranking by # of
transactions5 3 1
11 15 6Number of deals
Number of
transactions
16
ait
Enhanced Financial Service Capabilities in Institutional Business (Cont’d)
Source: Company data
Note: 1. in terms of transaction value
Proactive business strategy helped us secure 4 IPOs among the first batch of 25 on SSE STAR market, accounted for 16% to
total; Actively provided services to real economy, assisted high-quality enterprises on raising capital and successfully closed
several landmark transactions
“First IPO on SSE
STAR market”（688001）
4 companies, among the first batch
of 25, are sponsored by Huatai
United Securities to be listed on
SSE STAR Market
Helped 4 companies and secured the first one listed on SSE STAR Market with our proactive strategies
16%
Actively provide services to the real economy, and continue to lead the market standards with innovation
First ever green
exchangeable bond issuance
Largest convertible bond
issued by city commercial bank
Largest restructuring deal
disclosed in 20191
Largest credit bond in single
issuance ever
Largest A-share M&A
transaction in the
semiconductor industry
Shuanghui Development
RMB39bn merger with
Shuanghui Group
China Three Gorge Co.
RMB20bn
Green exchangeable bond
Bank of Jiangsu
RMB20bn
Convertible bond
ICBC
RMB80bn
Perpetual bond
Wingtech
RMB20bn
Acquisition of Nexperia
17
436 445
321
2017 2018 1H19
Mutual Funds trading volume(RMBbn)
Enhanced Financial Service Capabilities in Institutional Business (Cont’d)
Investment and trading business optimized investment strategies to adapt to market changes and challenges; continuous
investment in PB business, research and institutional sales strengthened integrated service capabilities for institutional clients
54 73
104
53 71
115
2017 2018 1H19Custody Administration
Investment and trading business
Scale of fund under custody and administration services1
(RMBbn)
Equity investment and trading
FICC business
1
2 OTC derivatives3
Strengthen all-round market
monitoring system
Closely follow updates of SSE
STAR Market
Improve industry chain research and tracking,
summarize market rules and capture trading
opportunities
Expand relevant investment and trading
business
Promote the upgrade of FICC
service system to follow
customers’ demands and improve
core pricing capabilities
Utilize diversified trading strategy and
achieve robust growth of proprietary
investment business based on precise
judgement of rotation of asset allocation
and valuation recovery
Promote commodities and foreign
currencies investment and trading
CAMS: Proprietary intelligent
investment and trading platform to
improve the credit asset pricing
capabilities
Establish a client-centric OTC derivatives
business system, continuously enhance
product innovation, trading and risk hedging
capabilities
Strengthen market research and
focus on customers’ risk
management demand, create and
promote cross-market, diversified and
differentiated derivatives products
Note: 1. Fund outsourcing scale excludes AM subsidiary business
Promote big data-enabled trading business
and improve the scalability of trading and
profits making
Institutional Investor Services
Build a big data-enabled
professional investment
research team
Establish a client-centric OTC
derivatives business system and
improve profitability
18
440
563 602
285 266 280
2017 2018 1H19
Mutual funds Other funds
83 98 103
2017 2018 1H19
464
639
448
37 40 37
2017 2018 1H19
Offering size (RMB'00mm) Number of offering
109 113 143
741 583 671
63 81
105
918
783 927
2017 2018 1H19
Collective AM Targeted AM Special scheme AM Mutual fund
AUM of securities firm asset management
Comprehensive Asset Management Platform with Scale Advantage
Source： Company data, Wind data
Note: 1. 1H19 ranking based on Asset Management Association of China’s 1Q19 ranking on monthly average AUM of private funds
AUM of affiliated mutual funds
Size of ABS business
(RMBbn)
Ranking
by AUM12 3
(RMBbn) (RMBbn)
2 Ranking 3 4 2
Asset management scale maintained market leading position, with enhanced active management capabilities and business
returning to the original function. ABS ranked among top of industry with leading innovation capabilities. Affiliated fund
companies witnessed steady growth
19
No.3 in the US TAMP industry with 10.0%
market share1
Notable Progress in International Business, Integrated into the Group’s Full-service
Business Model
International business grew notably due to enhanced cross-border synergies. Huatai Financial Holdings deepened the integration
into the Group’s operation and provided comprehensive cross-border financial services to onshore and offshores clients.
AssetMark continued strengthening wealth management capabilities with steady growth in both AUM and business results. Huatai
Securities (USA) obtained US brokerage license
44,85556,051
2018 1H19
AUM (USDmm)
Financial advisors
7,800+
Note: 1. as of 1H19
25.0%
Investor households
150,000+
Named by China Financial Market magazine as
“Annual IB Star on the capital market” for two
consecutive years
Won the “2018 Asia Pacific Best Private
Debt Investing Institution” award by the
internationally renowned private debt industry
magazine PDI
Won the “Risk Management Excellence
Award” in the 5th “Financial Institution Award” held
by Bloomberg Businessweek / Chinese Edition
Huatai Securities (USA)
Huatai Securities (USA), a wholly-owned subsidiary of Huatai International,
obtained brokerage license to conduct brokerage dealer business in US
Completed 3 IPO deals and 23 bond issuances, raised a total capital
of HKD16.8bn in 1H19
AssetMark
Service Platform
Technology Platform
Advisor Service
Custody
Investment Solutions
Compliance Support
Thoroughly vetted set of solutions
from leading third-partyasset
managers, strategists and in-house
investment management team
provides optionality, streamlines
work and maximizes advisers’
time with their clients
AssetMark provides advisers with
compliance support through portfolio
monitoring and risk profiling tools that
help mitigate risk
Compelling and fully integrated
platform designed to reduce costs
and streamline processes while
supporting the adviser and
investor lifecycle
Highly tenured sales, service and
operations professionals support
advisers across their business
Open architecture custodial
platform provides flexibility
20
Notable Progress in International Business, Integrated into the Group’s Full-service
Chain (Cont’d)
20
Established all-round and multi-regional business platform to capture the growing cross-border business
opportunities, continuously improved the cross-border client service capabilities to meet customers’ demands for
cross-border business, and constantly built up international presence
GDR listing in June 2019
Raised USD1,692mm
London Stock Exchange
AssetMark spin-off and IPO in July 2019
Raised USD316mm
NYSE
Largest ever IPO in UK
stock market since 2017
Largest IPO for GDRs
since 2013
Largest IPO for pure
new share issuance in
the European market
since 2012
Domestic
business
International
business
Cross-border interaction
Strategical collaboration
First IPO deal for
Huatai Securities
(USA)
AUM continued to
expand, increased
by almost 75% since
acquisition
21
Enhanced digitalization transformation to release technology momentum and
accelerated business development
Efficiently continued to establish industry-leading digital financial services and accelerated the company's digital transformation
process, with the support of a strong digital middle office platform and a secure and efficient infrastructure
Secure and efficient infrastructure
Leading digital financial service Powerful digital middle office
ZhangLe
Fortune Path: drive customer
growth and deliver
first-class servicesMobile
platform
Xingzhi: comprehensive platform
providing exclusive
digital financial services
for institutional clientsInstitutional
service
MATIC: ecosystem-
based trading service
platform customized for
professional investorsTransaction
platform
INSIGHT: market
information service
platform with rich and
reliable market informationMarket
information
Financial
advisors
Wealth
management
platform: visualize and
capture client wealth
management demand
Client
relationship
CRM: improve client
relationship and draw
client profile more
precisely to enhance
business efficiency
AI open platform: provide diversified AI
capabilities, e.g. NLP,
intelligent recognition
and machine learning,
for financial scenarios
Artificial
intelligence
AI-Human
collaboration
Digital employee:improve operational
efficiency through
innovative AI training
and AI-human
collaboration platform
DevOps platform: provide advanced tools,
procedures and methods
for R&D and operational
maintenance integrationR&D
efficiency
Enterprise Risk Management
Platform for risk monitoring,
warning and prevention
Risk management Cloud
Industry-leading hybrid cloud
structure to secure business
stability and continuous delivery
Data security
Titan: active and responsive information
security product to help monitor the data
security and defend external threat
22
Risk coverage ratio Liquidity coverage ratioCapital leverage ratio Net stable funding ratio
19.1%
24.6%
21.7%
2017 2018 1H19
619.3% 648.3%
242.0%
2017 2018 1H19
193.8%
281.9%257.6%
2017 2018 1H19
100% 100%8%
130.4%
141.0%143.7%
2017 2018 1H19
100%
Source: Company data
Note：1. Red dotted lines represent regulatory requirement
Improved Technology System Drove the Enhancement of Risk Detection, Monitoring
and Response Capabilities
Improved the Group’s capabilities of comprehensive risk coverage and management, emphasized full coverage of business lines
and types of risks and engaged the entire staff of the Group. Enhanced the Group’s overall risk detection, monitoring and response
capabilities by improving risk management technology platform infrastructure
Enhance the establishment of the Group's centralized professional risk management system, fortify key
control measures, and strengthen business risk detection, monitoring and response capabilities
Group
management
Platform
management
Fully promote the building of risk management platform to cover all line of business, subsidiaries
and branches, and set up technology systems to enhance risk detection, monitoring and response
capabilities
Take consolidated management as the starting point, focus on full coverage and deep penetration,
continuously increase the depth of risk coverage and penetration management of all subsidiaries
Professional
management
23
Financial overview
Business overview
Development strategy
Company overview
Agenda
24
Development Strategy for 2019
Adhering to the client-centric principlesand expanding the customer base and customer assets
To launch the tech-empowered “two-pronged” development strategy for wealth management and institutional services and to
expand the client base and AUM by leveraging the systematic platform, building an open platform for the future
Market-driven
mechanism
Customer-driven
structure
Intelligent operation in
services
Cross-border
interaction
Two-pronged
strategy
In place on wealth
management and
institutional services
To fully implement
ownership reform and
adopt market-oriented
employment mechanism
To create customer-
driven organizational
structure and mechanism
throughout the full service
chain
To develop efficient,
detail-oriented and
intelligent customer
service
To set up a connected,
sharing and synergic
international business
platform
Digital transformation
in technology
Digital reconstruction
of the underlying
structure to improve
efficiency
23
Wealth
management
Institutional
services
25
Development and Business Strategy for 2019
Wealth
Management
Institutional
Services
Investment
Management
International
Business
Build a platform-based wealth management system through technology empowerment, expand the client base and AUM by leveraging the platform, products
and service
Develop an integrated financial advisory system, connect the financial advisor working platform and client service platform, improve the depth and professional
capabilities of financial advisors
Construct client-oriented, strategic-driven financial product systems, unify output from asset allocation strategies based on investment research, improve
professional capabilities for wealth management service
Strengthen the core competence in risk pricing, construct a strong data platform for credit evaluation, and innovate the customer service and profit model for
capital-based intermediary business
Promote the building of institutional CRM and client service platform with institutional sales as the channel and trading and products as the core, develop a multi-
layered institutional client ecosystem with the collaboration of headquarters, branches and overseas institutional sales
Reform industry value chain and cultivate key industries and key regions leveraging the opportunity of SSE STAR Market establishment, link buy and sell,
improve cross-market, cross-product service capabilities in the full lifecycle
Build cutting-edge trading and risk management platform, improve trading, market making and product innovation capabilities
Construct research data platform and working platform to improve the research efficiency, step up the investment in key industries and the connection of onshore
& offshore markets to develop a strong value discovery mechanism
Develop advantages in the full service chain of PB business with systematic capability of custody and asset management integration, focusing on key regions
and top clients
Develop product systems for retail and institutional clients by integrating the resources from the Group; consolidate leadership in fixed income products and
refine equity and cross-border products by reshaping product lines through innovation; strengthen ABS business
Fully exert the advantages of investment banking in client resources and expand private equity business with buy side mindset to enhance the return on capital
investment
Optimize the internal control system of compliance and risk management, strictly implement risk management and compliance rules, enhance control capabilities
of internal and external risks
Leverage the GDR issuance in London stock market, seize the opportunity of the two-way capital market opening-up, grow with the clients’ international
development, and promote overseas business expansion
Improve development in international business by leveraging local resources and deepening cross-border synergies in full service chain including customer
service, products, sales and trading
Integrate the platforms and resources in international business to improve Group’s integrated control and operational efficiency, continue to enhance the market
position of AssetMark, strengthen strategic synergies between Mainland China and Hong Kong
26
Disclaimer
This document is not for public dissemination and is for the exclusive use and information only of the persons to whom it is addressed and their advisers in connection with HTSC (a joint
stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name 华泰证券股份有限公司and carrying on business in Hong Kong as
HTSC, (the “Company”), together with its subsidiaries, hereinafter referred to as the “Group”). It is being made available by the Company to a limited number of recipients. The contents of
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whatsoever. It does not constitute an offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase any securities in any jurisdiction in which the making of such offer,
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any inaccuracies which may become apparent. This document does not create an obligation on the Company to consider any offer. The provision of the information contained herein shall not
be or be taken as any form of commitment on the Company, or on you to proceed with the proposed placing or offering of shares in the Company.
You acknowledge and represent to the Company, its affiliates, controlling persons, directors, supervisors, officers, partners, employees, agents, representatives and advisers of any of the
foregoing that you are a professional investor, have the knowledge, experience and capability to conduct your own assessment of the Company and its securities and that you have and will
conduct your own investigation with respect to the Company and its securities and have obtained or will obtain your own independent advice relating to the investment in the securities of the
Company.
The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the laws of any state of the
United States. This document does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States and is not for distribution, directly or
indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). The securities of the Company will not be offered
or sold in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of the Company’s securities in the
United States. By accepting this document, you are deemed to represent to the Company, its affiliates, controlling persons, directors, supervisors, offices, partners, employees, agents,
representatives or advisers that you are, and any customers you represent are persons outside the United States for the purpose of Regulation S under U.S. Securities Act.
The receipt of this document by any recipient is not to be taken as constituting the receipt of investment advice or an establishment of customer or client relationship.