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ADS with a view to selling it to the public in New Zealand, nor may it sell or offer for sale any ADS to the<br />

public in New Zealand within six months after the issue of such ADS (all such conduct to be interpreted in<br />

accordance with the Securities Act 1978), and may therefore enter into such conduct only with:<br />

‚ persons whose principal business is the investment of money or who, in the course of and for the<br />

purposes of their business, habitually invest money, and<br />

‚ any other person who in all the circumstances can properly be regarded as having been selected otherwise<br />

than as a member of the public in New Zealand within the meaning of the Securities Act 1978.<br />

Japan. The ADSs have not been and will not be registered under the Securities and Exchange Law of<br />

Japan, or the Securities and Exchange Law, and ADSs may not be offered or sold, directly or indirectly, in<br />

Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident<br />

in Japan, including any corporation or other entity organized under the laws of Japan), or to others for<br />

re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to any exemption<br />

from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law<br />

and any other applicable laws, regulations and ministerial guidelines of Japan.<br />

Hong Kong. The ADSs may not be offered or sold by means of any document other than (i) in<br />

circumstances which do not constitute an offer to the public within the meaning of the <strong>Co</strong>mpanies Ordinance<br />

(Cap.32, Laws of Hong Kong), or (ii) to ""professional investors'' within the meaning of the Securities and<br />

Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other<br />

circumstances which do not result in the document being a ""prospectus'' within the meaning of the<br />

<strong>Co</strong>mpanies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating<br />

to the ADSs may be issued or may be in the possession of any person for the purpose of issue (in each case<br />

whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or<br />

read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with<br />

respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to<br />

""professional investors'' within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of<br />

Hong Kong) and any rules made thereunder. The contents of this prospectus have not been reviewed by any<br />

regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in<br />

any doubt about any of the contents of this document, you should obtain independent professional advice.<br />

Singapore. This prospectus has not been registered as a prospectus or information memorandum with<br />

the Monetary Authority of Singapore. No advertisement may be made offering or calling attention to an offer<br />

or intended offer of the ADSs to the public in Singapore. The underwriters may not offer or sell ADSs, make<br />

ADSs the subject of an invitation for subscription or purchase, or circulate or distribute this prospectus or any<br />

other document or material in connection with the offer or sale, or invitation for subscription or purchase, of<br />

ADSs, whether directly or indirectly, to the public or any member of the public in Singapore other than:<br />

‚ to an institutional investor or other person specified in Section 274 of the Securities and Futures Act<br />

2001 of Singapore, or the Securities and Futures Act,<br />

‚ to a relevant person, or any person pursuant to Section 275(1A) of the Securities and Future Act, and<br />

in accordance with the conditions, specified in Section 275 of the Securities and Futures Act, or<br />

‚ otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the<br />

Securities and Futures Act.<br />

Where the ADSs are subscribed or purchased under Section 275 by a relevant person which is:<br />

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities<br />

and Futures Act)) the sole business of which is to hold investments and the entire share capital of which<br />

is owned by one or more individuals, each of whom is an accredited investor; or<br />

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold<br />

investments and each beneficiary is an accredited investors,<br />

126

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