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THE DOCUMENTS ARE NOT FOR PUBLICATION OR DISTRIBUTION TO PERSONS IN AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE DOCUMENTS OR THE OFFER OR SALE OF ANY SECURITIES REFERRED TO IN THE DOCUMENTS MAY BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION (THE "EXCLUDED JURISDICTIONS").
IN PARTICULAR, ANY SECURITIES REFERRED TO IN THE DOCUMENTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NO PUBLIC OFFERING OF THE SECURITIES WILL BE MADE IN THE UNITED STATES OR IN FRANCE.
NEITHER THE DOCUMENTS NOR THE INFORMATION CONTAINED THEREIN CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY EXCLUDED JURISDICTION. THE DOCUMENTS ARE NOT BEING MADE AND MAY NOT BE DISTRIBUTED OR SENT INTO ANY EXCLUDED JURISDICTION.
The Documents are only addressed to and directed at persons in member states of the European Economic Area who are, subject to the provision below relating to France, "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In addition, in the United Kingdom, the Documents are being distributed only to, and are directed only at, Qualified Investors who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or who are high net worth entities falling within Article 49 of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which the Documents relate is available only to Relevant Persons in the United Kingdom and, subject to the provision below relating to France, Qualified Investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.
Securities of Sun Art Retail Group Limited (the "Company") are not and shall not be offered directly or indirectly to the public in France. The securities of the Company may only be offered or sold, directly or indirectly in the Republic of France, to Qualified Investors (investisseurs qualifiés), provided that such investors are acting for their own account, all as defined in, and in accordance with, articles L. 411-2, D. 411-1 to D. 411-3, D. 744-1, D. 754-1 and D. 764-1 of the French Monetary and Financial Code (Code monétaire et financier).
The Documents have not been drafted in the context of a public offering of financial instruments within the meaning of article L. 411-1 of the French Monetary and Financial Code and have therefore not been submitted to the clearance procedure of the Autorité des marchés financiers or notified to the Autorité des marches financiers after clearance of a competent stock market authority. In the event that the securities of the Company, thus purchased or subscribed to by such investors listed above, are offered or resold, directly or indirectly, to the public in France, the conditions relating to public offerings set forth in Articles L. 411-1, L.411-2, L.412-1 and L. 621-8 to L.621-8-3 of the Monetary and Financial Code and applicable regulations thereunder shall be complied with.
By clicking on "Accept" below, you acknowledge, accept and agree the "Company" and any of its affiliates, sponsors and advisers and members of the underwriting syndicate that:
(a) you are accessing the Documents from outside the Excluded Jurisdictions;
(b) you will not transmit, send or otherwise make available the Documents to any person in any of the Excluded Jurisdictions;
(c) securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws of the United States, or another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act or any state securities laws of the United States. The securities referred to in the Documents have not been registered under the U.S. Securities Act or any state securities laws of the United States. The Company does not intend to register the securities under the U.S. Securities Act or any state securities laws of the United States or conduct a public offering in the United States. The Documents are not an offer of securities for sale in the United States. You confirm that you are accessing the Documents from outside the United States;
(d) If I am located in France, I warrant that I am a Qualified Investor (investisseurs qualifiés) fulfilling the conditions set forth above for France.
(e) neither the Company nor any of its affiliates, sponsors and advisers or members of the underwriting syndicate is offering, or is soliciting offers to buy, any securities in any of the Excluded Jurisdictions through the publication of the Documents;
(f) as there may be legal restrictions on the distribution of the Documents or dissemination of any information contained in the Documents, you agree to inform yourself about and observe any such restrictions applicable to you; and
(g) you have read and understood the warning set out above. You confirm that you are permitted to proceed to electronic versions of the Documents.