PART 1

1. OVERVIEW

1.1  Investors intending to invest in companies (including start-ups) should be aware of the generic risks which may be involved in such investments.

1.2 The objective of this document is to provide you with some basic information concerning the types of risks and uncertainties associated with purchasing any securities, debentures, bonds or any other investment (“Transactions”) in order for you to make an informed assessment before you undertake such Transactions.

1.3 The associated risk of loss in entering into such Transactions can be substantial.

1.4  This document does not explain all the risks and other significant aspects of such Transactions (including issues of taxation or other legal consequences pertaining to any such Transactions entered into).

1.5  You should therefore fully understand the nature and fundamentals of the Transaction and the markets underlying such Transactions, the nature and scope of the contractual relationship between yourself and the entities making the offer to you and inviting you to participate in the Transactions (the “Offeror”), the legal terms and conditions of the documents for the Transaction, the extent of your exposure to risk and the potential losses that can be incurred, the regulatory treatment of the Transactions and, as appropriate, consult your financial and tax advisers or other professional advisers before entering into such Transactions. You should always read all relevant Transaction- specific literature and carefully consider whether such Transactions are suitable for you in light of your financial resources, experience, objectives for engaging in the Transaction, ability to bear risks and other relevant circumstances.

1.6  You should also ensure that you fully understand and accept the statements contained herein this document as a condition to your attendance at any events organised by LHWY International Pte Ltd (the “Company”) where the Offeror presents the Transaction to you.

1.7  You are reminded that we are not responsible for the contents, accuracy or financial viability of any offers, invitation or representations made by the Offeror and do not act as your advisor, assume no fiduciary responsibility towards you, and are not obliged to give you any advice or make any recommendations or suggestions to you.

1.8  You are ultimately responsible to conduct your own independent investigation into, and make your own appraisal of, any Transaction, and you should rely only on your own judgment (or those of your professional advisors) in entering into any Transaction. As such the burden of all risks involved in any Transaction will be carried by you, and we will not be responsible for any losses which you incur, of whatever nature and howsoever arising.

1.9  In organising the event at which you have applied to attend, the Company gives you no warranty as to the merits or suitability of any Transaction you effect or with respect to any offer of securities that the Offeror may make and assume no fiduciary duty in our relations with you.

1.10  For avoidance of doubt no advice or recommendation is given as to the suitability of the Transaction and any security product or services forming part of the Transaction, for your particular circumstances and you cannot and should not rely on anything, whether in writing or orally that may be provided to you at the event as being advice or recommendation unless the Offeror agree in writing that you can do so.

2. RISKS ASSOCIATED WITH INVESTMENTS

2.1  There are various risks of a general nature associated with the These include but are not limited to the following:-

Potential Losses
2.2  Any purchase of or trading in securities carries investment risks. In particular the price or value of any securities can and does fluctuate and may even become valueless, resulting in possible loss not only of profit but also of all or part of the principal sums invested. There is an inherent risk that losses may be incurred rather than profit made as a result of buying and selling securities. Past performance of any investment is not necessarily indicative of future performance.
2.3  Where the Transaction involves foreign entities, securities regulations and investor protection rules vary with different Some may expose investors to high investment risk. You should seek independent professional advice if you are uncertain of or have not understood any aspect of the nature of such securities.
Liquidity Risks
2.4  You should be aware that your investment may be illiquid as it may be difficult or impossible to liquidate your investments. There may not be a ready market for certain investments and the market may not be prepared to deal in certain investments.
Country Risks
2.5  If an investment is made in any asset or issued by a party subject to foreign laws or transactions made on markets in other jurisdictions, including markets formally linked to a domestic market, recovery of the sums invested and any profits or gains may be reduced, delayed or prevented by exchange controls, debt moratorium or any other actions imposed by the government or other official bodies.
Currency Risks
2.6  Where the Transaction is denominated in currencies other than your primary reference currency, or where one convert funds from another currency upon making an investment, there is the risk that the net proceeds when converted into one’s primary reference currency, or the currency from which the initial funds were converted (as the case may be), may be significantly less than the equivalent figure on the date that the investment was made, and that any income or gains made may be entirely negated.
Taxation Risks
2.7  Income or profit from trading in any investments may be subject to withholding tax or capital gains tax or other tax of the country of the issuer or the country in which such investments are In such event, unless the issuer agrees to gross-up the income or profit received by the investors, investors will only receive the interest payment or proceeds of sale or redemption of the investment less the withholding tax or capital gains tax or other tax.

3. RISKS ASSOCIATED WITH INVESTMENTS

I/We understand and acknowledge the following:

3.1  I/We confirm that all my/our particulars, information and documents provided to the Company are true and correct to the best of my/our knowledge and you may rely on the accuracy I/We undertake to promptly inform the Company if I/we have any reason to believe that the provided particulars, information and documents may be incorrect in any form and/or manner.

3.2  I/We agree the Company is not offering me the purchase of any investment and is only organising an event where such offers may be made by third I/We agree that the Company is not responsible for the validity, legality, suitability or financial viability of the investment opportunities presented to me/us. I/We therefore agree to hold the Company and its directors, officers, agents and affiliates harmless and keep each party fully and effectively indemnified from and against any and all losses, costs (including legal costs on a full indemnity basis), claims, damages and expenses whatsoever which I/we may incur (directly or indirectly) as a result of our/my relying on the information and documents received by me/us during the event or participating in/ purchasing any investment or securities offered to me/us during the event.

3.3  I/We am fully aware of the risks involved in investing and am purchasing investment products on my/our own Where I/we am/are purchasing securities offered pursuant to exemptions under the Securities and Futures Act (Cap 289) ( the “SFA”), I/We am/are aware that restrictions and prohibitions on subsequent transfers of these securities may apply to me/us.

3.4  I/We acknowledge that the Company is not a financial adviser, does not provide any financial advisory service and is not an entity regulated under the Financial Advisers Accordingly, the Company has no obligation to disclose material information relating to any designated investment products nor a duty to determine suitability of recommendations provided to me/us.

3.5  I/We understand that I/we myself/ourselves are responsible for ensuring that any investment is/are suitable for me/us before proceeding ahead with the investment transaction(s). In general, “suitable” means that the investment(s) meets my/our goals and does not subject me/us to more than a reasonable risk, given my/our financial status, tax status, investment objectives and risk tolerance. I/We believe that the investment(s) are suitable based upon my/our situation.

3.6  I/We understand that the investment(s) may or may not result in the total loss of all monies invested, and that there is no guarantee that I/we will ever realize a positive return or profit on my/our investment. I/We understand that past performance does not guarantee any future performance or return.

3.7  I/We am fully aware that the investment(s) may be more speculative than other components of my/our current portfolio, or what I/we have typically invested in during the Notwithstanding the foregoing, I/we believe that the investment(s) offered by the Company are right for my/our situation, regardless of liquidity.

3.8  I/We understand that this investment(s) may carry more risk than investment through a traditional platform and that I/we may lose some or all of my/our investment. I/We have read and understand fully the risk factors section of the documentation provided and am/are fully willing and able to accept those risks. Given my/our financial status and my/our investment goals and objectives, I/we understand the nature of the investment(s) on offer and feel competent to make the investment decision in the mentioned securities.

3.9  I/We have adequate liquidity (cash or short-term investments), when considering my/our total resources to meet my/our present and future needs after making the investments referenced above (whether liquid or non-liquid).

3.10  I/We acknowledge that certain offers are for investments of a non-liquid nature and that there is no established trading market for such Accordingly, I/we are fully aware and consent to investment of my/our principal to be committed for long-term use and that such investment is not so easily liquidated, and if liquidated, if possible, before the term of the investment is complete, I/we may not receive my/our entire investment.

3.11  I/We understand that the Company is not responsible for the success or failure of my/our investment(s) which is dependent on entities other than the Company of which the Company has no control over. I/We acknowledge that the Company may not be affiliated with and do not control such third party entities.

3.12  I/We acknowledge that any interest rate and/or distributions currently being paid on the investment(s) is/are not guaranteed to be at any particular level for any particular period of time.

3.13  I/We understand that my/our investment(s) may not have been revalued within a relevant time frame or at all. As a result, the price being paid for the investment(s) shares may be more or less than the current underlying value of the investments’ Further, I/we understand that the relative stability of any non-traded investment’s price does not indicate stability of the underlying value of the investment’s assets.

3.14  I/We have been informed that I/we may request additional time, information and/or advice to make an informed investment I/We hereby acknowledge that I/we have had the opportunity to request additional time or information and have seek independent legal, financial and/or tax advice before considering making this investment(s). I/We have not been pressured to purchase the investment(s) without being given the necessary time and information in which to properly evaluate the investment.

PART 2

CONFIDENTIALITY UNDERTAKING

1. We/I understand acknowledge that in the course of the events organised by the Company, the presenters or Offerors may share, with me/us confidential and market sensitive information, materials and/or documents relating to certain investment proposals and instruments (the “Confidential Information”).
2. We/I confirm our/my interest to have access to the Confidential Information and to utilize it solely for and for the singular purpose of deciding whether or not we/I will participate in the Transaction and/or investment or business opportunities highlighted in the Confidential Information (the “Purpose”).
3. In consideration for your consent for me to attend your event and our/my obtaining access to the Confidential Information, we/I hereby unconditionally and irrevocably furnish the Company with the following undertakings:

3.1  We/I undertake not to review, use or rely on the Confidential Information for purposes other than the Purpose.

3.2  We/I undertake to keep the existence of the Confidential Information as well as any information derived from the contents of the Confidential Information private and confidential and shall not – whether directly or indirectly, personally or through our/my officers, employees and/or agents and whether on our/my own account or in conjunction with others – disclose them to any other person or entity without written permission from the Company or the Offeror.

3.3  We/I acknowledge, accept and agree that all intellectual property in the Confidential Information and/or information derived from the Confidential Information belong to the Company, the Offeror and/or third parties and shall, notwithstanding disclosure of the Confidential Information to us/me, remain with the Company, the Offeror and/or such third parties.

3.4  We/I undertake not to copy, transfer, assign, license, edit, adopt, improvise, deal with and/or otherwise utilize – whether directly or indirectly, personally or through our/my officers, employees and/or agents and whether on our/my own account or in conjunction with others – the Confidential Information or information derived from the contents of the Confidential Information or any part thereof.

4. As the Company may be subject to a “back-to-back” confidentiality undertaking with the Offeror, we/I further acknowledge that the rights sought to be protected by this statement are unique and breach of these terms may cause irreparable and unquantifiable damage to the Company and agree that the Company may at its discretion apply for and obtain (without prejudice to any rights it may have to obtain damages) injunctive or other equitable relief without proof of damage.
5. We/I agree that we shall be responsible for any breach of any of the terms of this statement by me/us or by any person under my/our agency or authority and we/I will indemnify the Company from and against any losses suffered or which will be suffered by the Company which may arise directly or indirectly from the unauthorised disclosure or use of any of the Confidential Information by me/us.
6. All the terms and conditions set out in this agreement shall extend to any further negotiations or discussions of any kind between the Company and me/us and shall continue for the period of two years from the date of the agreement.
7. We/I acknowledge and agree that:

7.1  any reference in this statement to me/us include a reference to our/my officers, employees and/or agents;

7.2  our/my undertaking in this statement not to do something includes our/my obligation not to cause or allow that thing to be done;

7.3  each of our/my undertaking in this statement is to be construed as including our/my undertaking to exercise all rights and powers of control over the affairs of any other person or entity which we/I are/am able to exercise (whether directly or indirectly) in order to secure the compliance and/or performance of that undertaking.