1. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the applicable Explanatory Memorandum.

Investment involves risks.  Please refer to the Explanatory Memorandum for details including the risk factors.

1. Investment risk

The Sub-Fund’s investment portfolio may fall in value due to any of the key risk factors below and therefore your investment in the Sub-Fund may suffer losses. There is no guarantee of the repayment of principal.

2. Equity market risk

The Sub-Fund’s investment in equity securities is subject to general market risks, whose value may fluctuate due to various factors, such as changes in investment sentiment, political and economic conditions and issuer-specific factors.

3. Risks associated with investment made through the QFI regime

• The Sub-Fund’s ability to make the relevant investments or to fully implement or pursue its investment objective and strategy is subject to the applicable laws, rules and regulations (including restrictions on investments and repatriation of principal and profits) in the PRC, which are subject to change and such change may have potential retrospective effect.
• The Sub-Fund may suffer substantial losses if the approval of the QFI status of the QFI Holder is being revoked/terminated or otherwise invalidated as the Sub-Fund may be prohibited from trading of relevant securities and repatriation of the Sub-Fund’s monies, or if any of the key operators or parties (including QFI custodian/broker) is bankrupt/in default and/or is disqualified from performing its obligations (including execution or settlement of any transaction or transfer of monies or securities).

4. Risks associated with the Stock Connect

The relevant rules and regulations on the Stock Connect are subject to change which may have potential retrospective effect. The Stock Connect is subject to quota limitations. Where a suspension in the trading through the programme is effected, the Sub-Fund’s ability to invest in China securities (including China A-shares) or access the PRC market through the programme will be adversely affected. In such event, the Sub-Fund’s ability to achieve its investment objective could be negatively affected.

5. Risks associated with the ChiNext Market and/or the STAR Board

Investments in the ChiNext Market and/or the STAR Board (including China A-shares) may result in significant losses for the Sub-Fund and its investors. Such investments are subject to the following risks:

Higher fluctuation on stock prices and liquidity risk

• Listed companies on the ChiNext Market and/or the STAR Board are usually innovative and growth enterprises of emerging nature with smaller operating scale. Listed companies on the ChiNext Market and the STAR Board are subject to wider price fluctuation limits, and due to higher entry thresholds for investors may have limited liquidity, compared to other boards. Hence, companies listed on the ChiNext Market and/or the STAR Board are subject to higher fluctuation in stock prices and liquidity risks and have higher risks and turnover ratios than companies listed on the main boards of the SSE and the SZSE.
• Due to different trading rules, daily price movements shall be limited to 20% on the ChiNext Market and the STAR Board. Therefore the securities traded on these markets may be subject to a higher volatility risk than securities of relevant sectors traded in the other China A-share markets.

Over-valuation risk

• Stocks listed on the ChiNext Market and/or the STAR Board may be overvalued and such exceptionally high valuation may not be sustainable. Stock price may be more susceptible to manipulation due to fewer circulating shares.

Differences in regulation applicable to the ChiNext Market and the STAR Board

• The rules and regulations regarding companies listed on the ChiNext Market and the STAR Board are less stringent in terms of profitability and share capital than those in the main boards of the SSE and the SZSE.

Delisting risk

• It may be more common and faster for companies listed on the ChiNext Market and/or the STAR Board to delist. This may have an adverse impact on the Sub-Fund if the companies that it invests in are delisted.

Concentration risk applicable to the STAR Board

• The STAR Board is newly established and may have a limited number of listed companies during the initial stage. Investments in the STAR Board may be concentrated in a small number of stocks and subject the Sub-Fund to higher concentration risk.

6. Risk associated with small-capitalisation / mid-capitalisation companies

The stock of small-capitalisation/ mid-capitalisation companies may have lower liquidity and their prices are more volatile to adverse economic developments than those of larger capitalisation companies in general.

7. Risks associated with fixed income securities

Credit risk

• The Sub-Fund is exposed to the credit/default risk of the issuers of the fixed income securities that the Sub-Fund may invest in.

Interest rate risk

• Investment in the Sub-Fund is subject to interest rate risk. In general, the prices of fixed income securities rise when interest rates fall, whilst their prices fall when interest rates rise.

Volatility and liquidity risk

• The fixed income securities in some of the markets in which the Sub Fund invests may be subject to higher

volatility and lower liquidity compared to more developed markets. The prices of securities traded in such

markets may be subject to fluctuations. The bid and offer spreads of the p rice of such securities may be large

and the Sub Fund may incur significant trading costs.

Below investment grade and unrated securities risk

• The Sub-Fund does not have requirement on the credit rating of the underlying fixed income securities in which it invests and hence may invest in fixed income securities which are below investment grade or unrated. Such securities are generally subject to lower liquidity, higher volatility and greater risk of loss of principal and interest than higher-rated fixed income securities.

Valuation risk

• Valuation of the Sub Fund’s investments may involve uncertainties and judgmental determinations. If such

valuation turns out to be incorrect, this may affect the NAV calculation of the Sub Fund.

Risk associated with CIBM

• Investing in the CIBM via Bond Connect and the CIBM direct access regime is subject to regulatory risks and

various risks such as volatility risk, liquidity risk, settlement and counterparty risk as well as other risk factors

typically applicable to fixed income securities. The relevant rules and regulations on this regime are subject to

change which may have potential retrospective effect. In the event that the relevant Mainland Chinese authorities

suspend account opening or trading on CIBM, the Sub Funds ability to invest in the CIBM will be adversely

affected. In such event, the Sub Fund’s ability to achieve its investment objective will be negatively affected.

“Dim Sum” bond market risks

• The “Dim Sum” bond market is still a relatively small market which is more susceptible to volatility and illiquidity.

The operation of the “Dim Sum” bond market as well as new issuances could be disrupted causing a fall in the

NAV of the Sub Fund should there be any promulgation of new rules which limit or restrict the ability of issuers

to raise RMB by way of bond issuances and/or reversal or suspension of the liberalisation of the offshore RMB

(CNH) market by the relevant regulator(

Risk associated with urban investment bonds

• Urban investment bonds are issued by LGFVs, such bonds are typically not guaranteed by local governments

in Mainland China or the central government of the People’s Republic of China (“PRC”). In the event that the

LGFVs default on payment of principal or interest of the urban investment bonds , the Sub Fund could suffer

substantial loss and the NAV of the Sub Fund could be adversely affected.

Sovereign debt risk

• The Sub Fund’s investment in securities issued or guaranteed by governments may be exposed to political,

social and economic risks. I n adverse situations, the sovereign issuers may not be able or willing to repay the

principal and/or interest when due or may request the Sub Fund to participate in restructuring such debts. The

Sub Fund may suffer significant losses when there is a default of sovereign debt issuers.

8. Risk relating to dynamic asset allocation strategy

The investments of the Sub-Fund may be periodically rebalanced and therefore the Sub-Fund may incur greater transaction costs than a fund with static allocation strategy. The Manager’s asset allocation strategy may not achieve the desired results under all circumstances and market conditions.

9. Concentration risk

• The Sub-Fund’s investments are concentrated in Greater China companies. The value of the Sub-Fund may be more volatile than that of a fund having a more diverse portfolio of investments.
• The value of the Sub-Fund may be more susceptible to adverse economic, political, policy, foreign exchange, liquidity, tax, legal or regulatory event affecting Greater China.

10. Emerging market risk

• The Sub-Fund invests in emerging markets which may involve increased risks and special considerations not typically associated with investment in more developed markets, such as liquidity risks, currency risks/control, political and economic uncertainties, legal and taxation risks, settlement risks, custody risk and the likelihood of a high degree of volatility.
• Securities exchanges in Mainland China typically have the right to suspend or limit trading in any security traded on the relevant exchange. The government or the regulators may also implement policies that may affect the financial markets. All these may have a negative impact on the Sub-Fund.

11. Risks associated with exposure to RMB

RMB currency and conversion risk

• RMB is currently not freely convertible and is subject to exchange controls and restrictions.
• Where the Sub-Fund invests in RMB denominated investments, the value of such investments may be affected favourably or unfavourably depending on the changes in exchange rate between RMB and the base currency of the Sub-Fund. There can be no assurance that RMB will not be subject to devaluation. Any devaluation of the RMB could adversely affect the value of investors’ investments in the Sub-Fund.
• Non-RMB based investors are exposed to foreign exchange risk and there is no guarantee that the value of RMB against the investors’ base currencies (e.g. HKD) will not depreciate. Any depreciation of RMB could adversely affect the value of the investor’s investment in the Sub-Fund.
• Although offshore RMB (CNH) and onshore RMB (CNY) are the same currency, they trade at different rates. The CNH rate may be at a premium or discount to the exchange rate for CNY and there may be significant bid and offer spreads. Any divergence between CNH and CNY may adversely impact the NAV of the Sub-Fund and thus the investors.
• Under exceptional circumstances, payment of redemptions and/or dividend payment in RMB may be delayed due to the exchange controls and restrictions applicable to RMB.

RMB class(es) related risk

• When calculating the value of the RMB denominated class(es), CNH will be used. The value of the RMB denominated class(es) thus calculated will be subject to fluctuation.
• Non-RMB based (e.g. Hong Kong) investors may have to convert HKD or other currencies into RMB when investing in the RMB denominated class(es). Subsequently, investors may also have to convert the RMB redemption proceeds (received when selling the units) and RMB distributions received (if any) back to HKD or other currencies. During these processes, investors will incur currency conversion costs and may suffer losses in the event that RMB depreciates against HKD or such other currencies upon receipt of the RMB redemption proceeds and/or RMB distributions (if any).
• For RMB denominated class(es), since the unit prices are denominated in RMB, but the Sub-Fund will not be fully invested in RMB-denominated underlying investments and its base currency is USD, so even if the prices of the non-RMB denominated underlying investments and/or value of the base currency rise or remain stable, investors may still incur losses if RMB appreciates against the currencies of the non-RMB denominated underlying investments and/or the base currency more than the increase in the value of the non-RMB denominated underlying investments and/or the base currency.
• Furthermore, under the scenario where RMB appreciates against the currencies of the non-RMB denominated underlying investments and/or the base currency of the Sub-Fund (i.e. USD), and the value of the non-RMB denominated underlying investments decreased, the value of investors’ investments in RMB denominated class(es) may suffer additional losses.

12. Mainland China Tax Risk

• There are risks and uncertainties associated with the current Mainland China tax laws, regulations and practice in respect of the Sub-Fund’s investment in Mainland China. It should also be noted that there is a possibility of Mainland China tax rules being changed and taxes being applied retrospectively. Any increased tax liabilities on the Sub-Fund may adversely affect the Sub-Fund’s value.
• Based on professional and independent tax advice, the Manager will make provisions from the Sub-Fund’s assets for Mainland China withholding income tax (“WIT”) at a rate of 10% in respect of the interests and dividend paid by Mainland China tax resident enterprises (except for government bonds) where such Mainland China WIT has not been withheld at source. Also, based on professional and independent tax advice, the Manager will not make provision for (i) any Mainland China WIT and value-added tax (“VAT”) in respect of realised and unrealised capital gain derived from the trading of Mainland China securities; and (ii) any Mainland China VAT in respect of interest income derived from Mainland China securities.
• In case of any shortfall between the provisions and actual tax liabilities, which will be debited from the Sub-Fund’s assets, the Sub-Fund’s NAV will be adversely affected. The actual tax liabilities may be lower than the tax provision made. Depending on the timing of their subscriptions and/or redemptions, investors may be disadvantaged as a result of any shortfall of tax provision and will not have the right to claim any part of the overprovision (as the case may be).

13. Currency and foreign exchange risk

Underlying investments of the Sub-Fund may be denominated in currencies other than the base currency of the Sub-Fund. Also, a class of units may be designated in a currency other than the base currency of the Sub-Fund or the currency of its underlying investment. The NAV of the Sub-Fund may be affected unfavorably by fluctuations in the exchange rates between these currencies and the base currency and by changes in exchange rate controls.

14. Risks associated with distribution out of capital or effectively out of capital

Payment of distributions out of capital or effectively out of capital amounts to a return or withdrawal of part of an investor’s original investment or from any capital gains attributable to that original investments. Any such distributions may result in an immediate reduction of the NAV per unit.