Common use of looking Statements Clause in Contracts

looking Statements. This communication relates to the proposed transaction pursuant to the terms of the Agreement and Plan of Merger, dated May 29, 2024, by and among Virtual Therapeutics Corporation (“Parent”), Alpha Merger Sub, Inc. (“Purchaser”), and Xxxxx, Inc. (“Xxxxx”). This communication includes express or implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about the proposed acquisition of Xxxxx by Parent and the operations of the combined company that involve risks and uncertainties relating to future events and the future performance of Xxxxx. Actual events or results may differ materially from these forward-looking statements. Words such as “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “future,” “opportunity” “will likely result,” “target,” variations of such words, and similar expressions or negatives of these words are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are based on current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. A number of important factors, including those described in this communication, could cause actual results to differ materially from those contemplated in any forward-looking statements. Factors that may affect future results and may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Xxxxx’s stockholders will tender their stock in the offer; the possibility that competing offers will be made by third parties; the occurrence of events that may give rise to a right of one or both of Parent and Xxxxx to terminate the merger agreement; the possibility that various closing conditions for the proposed transaction may not be satisfied or waived on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay, or refuse to grant approval, if required, for the consummation of the proposed transaction (or only grant approval subject to adverse conditions or limitations); the difficulty of predicting the timing or outcome of consents or regulatory approvals or actions, if any; the possibility that the proposed transaction may not be completed in the time frame expected by Parent and Xxxxx, or at all; the risk that Xxxxx may not realize the anticipated benefits of the proposed transaction in the time frame expected, or at all; the effects of the proposed transaction on relationships with Xxxxx’s employees, business or collaboration partners or governmental entities; the ability to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; significant or unexpected costs, charges or expenses resulting from the proposed transaction; potential negative effects related to this announcement or the consummation of the proposed acquisition on the market price of Xxxxx’s common stock; unknown liabilities related to Parent or Xxxxx; the nature, cost and outcome of any litigation and other legal proceedings involving Xxxxx or its officers and directors, including any legal proceedings related to the proposed acquisition; and risks related to global as well as local political and economic conditions, including interest rate and currency exchange rate fluctuations. While the foregoing list of factors presented here is considered representative, no list should be considered to be a complete statement of all potential risks and uncertainties. There can be no assurance that the proposed transaction or any other transaction described above will in fact be consummated in the manner described or at all. A more complete description of these and other material risks can be found in Xxxxx’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2023, subsequent Quarterly Reports on Form 10-Q and other documents that may be filed by Xxxxx from time to time with the SEC, as well as the Schedule TO and related tender offer documents to be filed by Parent and its indirect wholly owned subsidiary, Purchaser, and the Schedule 14D-9 to be filed by Xxxxx. Xxxxxx and Xxxxx also plan to file other relevant documents with the SEC regarding the proposed transaction. Any forward-looking statements speak only as of the date of this communication and are made based on management’s current beliefs and assumptions and on information currently available to Parent and Xxxxx, and the reader is cautioned not to rely on any forward-looking statements. Parent and Xxxxx do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by law.

looking Statements. This communication relates to the proposed transaction pursuant to the terms document contains forward-looking statements. Examples of the Agreement and Plan of Merger, dated May 29, 2024, by and among Virtual Therapeutics Corporation (“Parent”), Alpha Merger Sub, Inc. (“Purchaser”), and Xxxxx, Inc. (“Xxxxx”). This communication includes express or implied such forward-looking statements within the meaning include, but are not limited to: (i) statements regarding results of Section 27A operations and financial position; (ii) statements of the Securities Act plans, objectives or goals, including those related to our operations; and (iii) statements of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about the proposed acquisition of Xxxxx by Parent and the operations of the combined company that involve risks and uncertainties relating to future events and the future performance of Xxxxx. Actual events or results may differ materially from these forward-looking assumptions underlying such statements. Words such as “willaim,” “anticipate,” “believe,” “could,” “wouldestimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “expect,will” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “future,” “opportunity” “will likely result,” “target,” variations of such words, and similar expressions or negatives of these words are intended to identify such forward-looking statements, although not all forward-looking statements contain these but are not the exclusive means of identifying words. These statements are based on current plans, estimates and projectionssuch statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. A number of important factors, including those described in this communication, factors could cause actual results to differ materially and adversely from the plans, objectives, expectations, estimates and intentions expressed or implied in such forward-looking statements. Should one or more of these factors or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially and adversely from those contemplated described herein as anticipated, believed, estimated, expected, forecast or intended. These forward-looking statements speak only as to the date of this proxy statement, and FIBRA Prologis and the Manager undertake no obligation to update or revise any forward-looking statement, whether as a result of new information or future events or developments. Additional factors affecting the business emerge from time to time and it is not possible to predict all of these factors, or to assess the impact of all such factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially and adversely from those contained in any forward-looking statements. Factors that may affect future results and may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Xxxxx’s stockholders will tender their stock in the offer; the possibility that competing offers will be made by third parties; the occurrence of events that may give rise to a right of one or both of Parent and Xxxxx to terminate the merger agreement; the possibility that various closing conditions for the proposed transaction may not be satisfied or waived on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay, or refuse to grant approval, if required, for the consummation of the proposed transaction (or only grant approval subject to adverse conditions or limitations); the difficulty of predicting the timing or outcome of consents or regulatory approvals or actions, if any; the possibility that the proposed transaction may not be completed in the time frame expected by Parent and Xxxxx, or at all; the risk that Xxxxx may not realize the anticipated benefits of the proposed transaction in the time frame expected, or at all; the effects of the proposed transaction on relationships with Xxxxx’s employees, business or collaboration partners or governmental entities; the ability to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; significant or unexpected costs, charges or expenses resulting from the proposed transaction; potential negative effects related to this announcement or the consummation of the proposed acquisition on the market price of Xxxxx’s common stock; unknown liabilities related to Parent or Xxxxx; the nature, cost and outcome of any litigation and other legal proceedings involving Xxxxx or its officers and directors, including any legal proceedings related to the proposed acquisition; and risks related to global as well as local political and economic conditions, including interest rate and currency exchange rate fluctuations. While the foregoing list of factors presented here is considered representative, no list should be considered to be a complete statement of all potential risks and uncertaintiesstatement. There can be no assurance that any of the proposed transaction plans, intentions or any other transaction described above will expectations reflected in fact be consummated in the manner described or at all. A more complete description of these and other material risks can be found in Xxxxx’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2023, subsequent Quarterly Reports on Form 10-Q and other documents that may be filed suggested by Xxxxx from time to time with the SEC, as well as the Schedule TO and related tender offer documents to be filed by Parent and its indirect wholly owned subsidiary, Purchaser, and the Schedule 14D-9 to be filed by Xxxxx. Xxxxxx and Xxxxx also plan to file other relevant documents with the SEC regarding the proposed transaction. Any forward-looking statements speak only in this proxy statement will be achieved. In addition, Holders should not interpret statements regarding past trends or activities as assurances that those trends or activities will continue in the future. In this document, references to “Pesos” or “Ps.” are to the lawful currency of Mexico; references to “U.S. dollars” or “US$” are to the lawful currency of the date United States of this communication and are made America. As a reporting company in Mexico, FIBRA Prologis presents its financial statements in Mexican pesos, its reporting currency. The functional currency of FIBRA Prologis is the U.S. dollar, which is the currency of the primary economic environment in which it operates. Certain supplemental financial information included herein is presented in U.S. dollars based on management’s current beliefs and assumptions and on information currently available to Parent and Xxxxx, and the reader is cautioned not to rely on any forward-looking statements. Parent and Xxxxx do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results accounting records of any revisions to any such statements to reflect future events or developments, except FIBRA Prologis as required by lawprepared in its functional currency.

looking Statements. This communication relates to Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the proposed transaction pursuant to the terms Offer, and other information published by IMImobile, any member of the Agreement and Plan IMImobile Group, Cisco, Bidco or any other member of Mergerthe Cisco Group contain statements which are, dated May 29or may be deemed to be, 2024, by and among Virtual Therapeutics Corporation (“Parent”), Alpha Merger Sub, Inc. (“Purchaser”), and Xxxxx, Inc. (“Xxxxx”)"forward looking statements". This communication includes express or implied These forward-looking statements within can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) business and management strategies and the expansion and growth of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about the proposed acquisition of Xxxxx by Parent and the operations of IMImobile, any member of the combined company that involve risks and uncertainties IMImobile Group, Cisco, Bidco or any other member of the Cisco Group, (iii) the effects of government regulation on the business of IMImobile, any member of the IMImobile Group, Cisco, Bidco or any other member of the Cisco Group, (iv) negative effects relating to future events and this Announcement and/or status of the future performance Offer, (v) the possibility that any of Xxxxx. Actual events or results may differ materially from these forward-looking statements. Words such as “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “future,” “opportunity” “the conditions to the Offer will likely result,” “target,” variations of such wordsnot be satisfied, and similar expressions (vi) significant transaction costs (including litigation) or negatives of these words unknown liabilities. There are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are based on current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. A number of important factors, including those described in this communication, many factors which could cause actual results to differ materially from those contemplated expressed or implied in forward- looking statements. Among such factors are changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which IMImobile, any member of the IMImobile Group, Cisco, Bidco or any member of the Cisco Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. By their nature, these forward-looking statements involve known and unknown risks, and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this Announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. None of IMImobile, any member of the IMImobile Group, Cisco, Bidco or any other member of the Cisco Group, or their respective members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statementsstatements in this Announcement will actually occur. Factors that may affect None of IMImobile, any member of the IMImobile Group, Cisco, Bidco or any other member of the Cisco Group, or their respective members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, has any intention or accepts any obligation to update publicly or revise any forward- looking statement, whether as a result of new information, future results and may cause these events or otherwise, except to the extent legally required. All subsequent oral or written forward-looking statements attributable to be inaccurate includeIMImobile, without limitation: uncertainties as to the timing any member of the tender offer and merger; uncertainties as to how many of Xxxxx’s stockholders will tender their stock in the offer; the possibility that competing offers will be made by third parties; the occurrence of events that may give rise to a right of one or both of Parent and Xxxxx to terminate the merger agreement; the possibility that various closing conditions for the proposed transaction may not be satisfied or waived on a timely basis or at allIMImobile Group, including the possibility that a governmental entity may prohibitCisco, delay, or refuse to grant approval, if required, for the consummation of the proposed transaction (or only grant approval subject to adverse conditions or limitations); the difficulty of predicting the timing or outcome of consents or regulatory approvals or actions, if any; the possibility that the proposed transaction may not be completed in the time frame expected by Parent and Xxxxx, or at all; the risk that Xxxxx may not realize the anticipated benefits of the proposed transaction in the time frame expected, or at all; the effects of the proposed transaction on relationships with Xxxxx’s employees, business or collaboration partners or governmental entities; the ability to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; significant or unexpected costs, charges or expenses resulting from the proposed transaction; potential negative effects related to this announcement or the consummation of the proposed acquisition on the market price of Xxxxx’s common stock; unknown liabilities related to Parent or Xxxxx; the nature, cost and outcome of any litigation and other legal proceedings involving Xxxxx or its officers and directors, including any legal proceedings related to the proposed acquisition; and risks related to global as well as local political and economic conditions, including interest rate and currency exchange rate fluctuations. While the foregoing list of factors presented here is considered representative, no list should be considered to be a complete statement of all potential risks and uncertainties. There can be no assurance that the proposed transaction Bidco or any other transaction described above will in fact be consummated in the manner described or at all. A more complete description of these and other material risks can be found in Xxxxx’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2023, subsequent Quarterly Reports on Form 10-Q and other documents that may be filed by Xxxxx from time to time with the SEC, as well as the Schedule TO and related tender offer documents to be filed by Parent and its indirect wholly owned subsidiary, Purchaser, and the Schedule 14D-9 to be filed by Xxxxx. Xxxxxx and Xxxxx also plan to file other relevant documents with the SEC regarding the proposed transaction. Any forward-looking statements speak only as member of the date of this communication and Cisco Group or any persons acting on their behalf are made based on management’s current beliefs and assumptions and on information currently available to Parent and Xxxxx, and expressly qualified in their entirety by the reader is cautioned not to rely on any forward-looking statements. Parent and Xxxxx do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by lawcautionary statement above.

looking Statements. This communication relates to Any statements in this press release about prospective performance and plans for the Company, the expected timing of the completion of the proposed transaction pursuant merger and the ability to complete the terms of the Agreement and Plan of Merger, dated May 29, 2024, by and among Virtual Therapeutics Corporation (“Parent”), Alpha Merger Sub, Inc. (“Purchaser”)proposed merger, and Xxxxxother statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” and similar expressions, Inc. (“Xxxxx”). This communication includes express or implied other than historical facts, constitute forward-looking statements within the meaning of Section 27A the safe harbor provisions of the Private Securities Litigation Reform Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about the proposed acquisition of Xxxxx by Parent and the operations of the combined company 1995. Factors or risks that involve risks and uncertainties relating to future events and the future performance of Xxxxx. Actual events or results may differ materially from these forward-looking statements. Words such as “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “future,” “opportunity” “will likely result,” “target,” variations of such words, and similar expressions or negatives of these words are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are based on current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. A number of important factors, including those described in this communication, could cause our actual results to differ materially from those contemplated in any forward-looking statements. Factors that may affect future the results and may cause these forward-looking statements to be inaccurate we anticipate include, without limitationbut are not limited to: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Xxxxx’s stockholders will tender their stock in the offer; the possibility that competing offers will be made by third parties; (1) the occurrence of events any event, change or other circumstances that may could give rise to a right the termination of one or both of Parent and Xxxxx to terminate the merger agreement; (2) the possibility that various closing conditions inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed transaction may not be satisfied merger or waived on a timely basis or at allthe failure to satisfy other conditions to completion of the proposed merger, including the possibility that a governmental entity may prohibit, delay, delay or refuse to grant approval, if required, approval for the consummation of the proposed transaction transaction; (or only grant approval subject 3) the failure to adverse conditions or limitations); obtain the difficulty of predicting the timing or outcome of consents or regulatory approvals or actions, if any; the possibility that the proposed transaction may not be completed necessary financing arrangements set forth in the time frame expected by Parent debt and Xxxxx, or at allequity commitment letters delivered pursuant to the merger agreement; (4) risks related to disruption of management’s attention from the risk that Xxxxx may not realize Company’s ongoing business operations due to the anticipated benefits transaction; and (5) the effect of the announcement of the proposed transaction merger on the Company’s relationships with its customers, operating results and business generally. Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in this press release represent our views as of the date hereof. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the time frame expectedfuture, or at all; the effects of the proposed transaction on relationships with Xxxxx’s employees, business or collaboration partners or governmental entities; the ability we specifically disclaim any obligation to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; significant or unexpected costs, charges or expenses resulting from the proposed transaction; potential negative effects related to this announcement or the consummation of the proposed acquisition on the market price of Xxxxx’s common stock; unknown liabilities related to Parent or Xxxxx; the nature, cost and outcome do so. These forward-looking statements should not be relied upon as representing our views as of any litigation and other legal proceedings involving Xxxxx or its officers and directors, including any legal proceedings related date subsequent to the proposed acquisition; and risks related date hereof. Additional factors that may cause results to global as well as local political and economic conditions, including interest rate and currency exchange rate fluctuations. While the foregoing list of factors presented here is considered representative, no list should be considered to be a complete statement of all potential risks and uncertainties. There can be no assurance that the proposed transaction or any other transaction differ materially from those described above will in fact be consummated in the manner described or at all. A more complete description of these and other material risks can be found forward-looking statements are set forth in Xxxxxthe Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31February 3, 20232012, which was filed with the SEC on March 13, 2012, under the heading “Item 1A—Risk Factors,” and in subsequent Quarterly Reports reports on Form Forms 10-Q and other documents that may be 8-K filed by Xxxxx from time to time with the SEC, as well as the Schedule TO and related tender offer documents to be filed by Parent and its indirect wholly owned subsidiary, Purchaser, and the Schedule 14D-9 to be filed by Xxxxx. Xxxxxx and Xxxxx also plan to file other relevant documents with the SEC regarding by the proposed transaction. Any forward-looking statements speak only as of the date of this communication and are made based on management’s current beliefs and assumptions and on information currently available to Parent and Xxxxx, and the reader is cautioned not to rely on any forward-looking statements. Parent and Xxxxx do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by lawCompany.

looking Statements. This communication relates to the proposed transaction pursuant to the terms of the Agreement and Plan of Merger, dated May 29, 2024, by and among Virtual Therapeutics Corporation (Offering Circular includes “Parent”), Alpha Merger Sub, Inc. (“Purchaser”), and Xxxxx, Inc. (“Xxxxx”). This communication includes express or implied forward-looking statements”. All statements within other than statements of historical facts contained in this Offering Circular constitute “forward-looking statements”. Some of these statements can be identified by forward-looking terms, such as “endeavour”, “anticipate”, “target”, “believe”, “can”, “would”, “could”, “estimate”, “expect”, “forecast”, “aim”, “intend”, “may”, “plan”, “schedule”, “project”, “seek to”, “future”, “goal”, “potential”, “will”, “would” or similar words. However, these words are not the meaning exclusive means of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about the proposed acquisition of Xxxxx by Parent and the operations of the combined company that involve risks and uncertainties relating to future events and the future performance of Xxxxx. Actual events or results may differ materially from these identifying forward-looking statements. Words such as “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “future,” “opportunity” “will likely result,” “target,” variations All statements regarding expected financial condition, results of such wordsoperations, business plans and similar expressions or negatives of these words prospects are intended to identify such forward-forward- looking statements, although not all . These forward-looking statements contain these identifying wordsinclude, but are not limited to, statements as to the business strategy, revenue, profitability, planned projects and other matters as they relate to the Issuer, the Bank and/or the Group discussed in this Offering Circular regarding matters that are not historical facts. These statements are based on current The factors that could cause the actual results, performances and achievements of the Issuer, the Bank or the Group or any member of the Group to be materially different include, among others: • general economic, political and business conditions and competitive environment, including those related to the PRC, Hong Kong and globally; • business plans, estimates strategies and projections. By their very natureobjectives of the Group, forward-looking statements involve inherent and the Group’s ability of successfully implementing these business plans, strategies and objectives; • expansion plan and capital expenditure plans, and ability to carry out those plans; • ability of the Group to control and reduce its costs; • fluctuation of handling fees and commission income of the Group; • the continued availability of capital and financing; • interest rates and foreign exchange rates, taxes and duties; • the actions and developments of the Group’s competitors; • financial condition, business results and performance; • any changes in the laws, rules and regulations of the central and local governments in the PRC, Hong Kong and other relevant jurisdictions in which the Group operates and the rules, regulations and policies of the relevant governmental authorities relating to all aspects of the Group’s business; • changes or volatility in interest rates, foreign exchange rates, equity prices or other rates or prices, including those pertaining to the PRC, Hong Kong and the industry and markets in which the Group operates; • various business opportunities that the Group may pursue; • macroeconomic measures taken by the PRC government to manage economic growth; • natural disasters, industrial action, terrorist attacks and other events beyond the Group’s control; • future development, trend and environment of the industries and markets as well as other risks associated with industries and uncertainties, both general markets in which the Group operates; and specific. A number of important • other factors, including those described discussed in this communication, “Risk Factors” below. Additional factors that could cause actual results results, performance or achievements to differ materially from include, but are not limited to, those contemplated discussed in any forward-looking statements“Risk Factors” below and elsewhere in this Offering Circular. Factors that may affect future results Each of the Issuer and may cause the Bank cautions investors not to place undue reliance on these forward-looking statements which reflect their managements’ view only as at the date of this Offering Circular. Neither the Issuer nor the Bank undertakes any obligation to be inaccurate includeupdate or revise any forward- looking statements, without limitation: uncertainties whether as to the timing a result of the tender offer and merger; uncertainties as to how many of Xxxxx’s stockholders will tender their stock in the offer; the possibility that competing offers will be made by third parties; the occurrence of new information, future events that may give rise to a right of one or both of Parent and Xxxxx to terminate the merger agreement; the possibility that various closing conditions for the proposed transaction may not be satisfied or waived on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay, or refuse to grant approval, if required, for the consummation of the proposed transaction (or only grant approval subject to adverse conditions or limitations); the difficulty of predicting the timing or outcome of consents or regulatory approvals or actions, if any; the possibility that the proposed transaction may not be completed in the time frame expected by Parent and Xxxxx, or at all; the risk that Xxxxx may not realize the anticipated benefits of the proposed transaction in the time frame expected, or at all; the effects of the proposed transaction on relationships with Xxxxx’s employees, business or collaboration partners or governmental entities; the ability to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; significant or unexpected costs, charges or expenses resulting from the proposed transaction; potential negative effects related to this announcement or the consummation of the proposed acquisition on the market price of Xxxxx’s common stock; unknown liabilities related to Parent or Xxxxx; the nature, cost and outcome of any litigation and other legal proceedings involving Xxxxx or its officers and directors, including any legal proceedings related to the proposed acquisition; and risks related to global as well as local political and economic conditions, including interest rate and currency exchange rate fluctuationsotherwise. While the foregoing list of factors presented here is considered representative, no list should be considered to be a complete statement of all potential risks and uncertainties. There can be no assurance that the proposed transaction or any other transaction described above will in fact be consummated in the manner described or at all. A more complete description In light of these risks, uncertainties and other material risks can be found assumptions, the forward-looking events discussed in Xxxxx’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2023, subsequent Quarterly Reports on Form 10-Q and other documents that may be filed by Xxxxx from time to time with the SEC, as well as the Schedule TO and related tender offer documents to be filed by Parent and its indirect wholly owned subsidiary, Purchaser, and the Schedule 14D-9 to be filed by Xxxxxthis Offering Circular might not occur. Xxxxxx and Xxxxx also plan to file other relevant documents with the SEC regarding the proposed transaction. Any All forward-looking statements speak only contained in this Offering Circular are subject to the disclaimer statements listed in this section. The Issuer confirms that all third party information in this Offering Circular has been accurately reproduced and, so far as it is aware and has been able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Such information has not been independently verified by the Issuer, the Bank, the Arrangers, the Dealers or the Agents or their respective affiliates, directors, officers, employees, agents, advisers or representatives and none of the date Issuer, the Bank, the Arrangers, the Dealers or the Agents or their respective affiliates, directors, officers, employees, agents, advisers or representatives makes any representation as to the accuracy or completeness of this communication and are made based on management’s current beliefs and assumptions and on information currently available to Parent and Xxxxx, and the reader is cautioned not to rely on any forward-looking statements. Parent and Xxxxx do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by lawinformation.