百宸观点 | 美股招股书文件中关于“企业所属地运营风险”披露的比较

1. Our operations are subject to various laws and regulations in Malaysia；

2. The economy of Malaysia in general might not grow as quickly as expected, which could adversely affect our revenues and business prospects；

3. Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us；

4. We face the risk that changes in the policies of the Malaysian government could have a significant impact upon the business we may be able to conduct in Malaysia and the profitability of such business；

5. Fluctuations in exchange rates could adversely affect our business and the value of our securities；

6. We are subject to foreign exchange control policies in Malaysia；

7. Because our principal assets are located outside of the United States and all of our directors and officers reside outside of the United States, it may be difficult for you to enforce your rights based on U.S. federal securities laws against us or our officers and directors or to enforce a judgment of a United States court against us or our officers and directors in Malaysia；

8. Failure to comply with the U.S. Foreign Corrupt Practices Act and Malaysia anti-corruption laws could subject us to penalties and other adverse consequences.

1. Any adverse changes in the political, economic, legal, regulatory taxation or social conditions in the jurisdictions that we operate in or intend to expand our business may have a material adverse effect on our operations, financial performance and future growth；

2. We are exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest, natural disasters, adverse weather and other uncontrollable events；

3. We are subject to evolving laws, regulations, standards and policies, and any actual or perceived failure to comply could harm our reputation and brand, subject us to significant fines and liability, or otherwise adversely affect our business；

4. The interpretation and application of laws and regulations in the jurisdictions in which we operate involve uncertainties；

5. Any limitations on the ability of our subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business；

6. Government regulation of loans and direct investments by our Company to our foreign subsidiaries may delay or prevent us from making loans or additional capital contributions, which could materially and adversely affect our liquidity and ability to expand our business and operations in such jurisdictions.

1. A substantial portion of our business and operations are located in India and we are subject to regulatory, economic, social and political uncertainties in India；

2. As the domestic Indian market constitutes a significant source of our revenue, a slowdown in economic growth in India could cause our business to suffer；

3. The ecommerce business in India is susceptible to extraneous events such as terrorist attacks and other acts of violence, which may result in a reduction in online transaction volumes impacting our business profitability；

4. Natural calamities could have a negative impact on the Indian economy and cause our business to suffer；

5. Restrictions on foreign investment in India may prevent us from making future acquisitions or investments in India, which may adversely affect our results of operations, financial condition and financial performance.

1. Exchange rate and interest rate instability may have a material adverse effect on the economies of the countries in which we operate and the price of our Class A ordinary shares and BDRs；

2. Disruption or volatility in global financial and credit markets could adversely affect the financial and economic environment in the countries in which we operate, most notably Brazil, Colombia and Mexico, which could have a material adverse effect on our business, financial condition and results of operations；

3. Governments have exercised, and continue to exercise, significant influence over the Brazilian economy and the other economies in which we operate. This influence, as well as political and economic conditions in Brazil and the other countries in which we operate, could harm our business, financial condition and results of operations and the price of our Class A ordinary shares and BDRs；

4. Changes made by the Central Bank of Brazil in the basic interest rate could materially adversely affect our operating results and financial condition；

5. Infrastructure and workforce deficiency in Brazil may impact economic growth and have a material adverse effect on our business, financial condition and results of operations；

6. Inflation and certain government measures to curb inflation have historically harmed the economies and capital markets in some of the countries in which we operate, including Brazil, and high levels of inflation in the future could harm our business and the price of our Class A ordinary shares and BDRs；

7. Any further downgrading of Brazil’s credit rating could depress the trading price of our Class A ordinary shares and BDRs.

1. The laws and regulations are subject to amendments, uncertainty in interpretation and administrative actions from time to time. For example, …Therefore, we cannot assure you that …, any failure to … may adversely affect …

2. Unfavorable regulations, laws, decisions, or interpretations by government or regulatory authorities applying those laws and regulations, or inquiries, investigations, or enforcement actions initiated by them, could … in a manner materially adverse to … or otherwise have a negative effect on our operations.

3. Interpretation, application, and enforcement of such laws, rules, regulations, and governmental orders, such as …, evolve from time to time and their scope may continually change…Any failure on …, could damage …

4. …Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently.

5. A regulator may determine that we have failed to comply with the applicable laws, regulations or rules or that we have not undertaken corrective action required by the regulator. The impact of us being found to be non-compliant in any such inquiry and/or investigation is difficult to assess or quantify and would depend on which regulatory regime was involved and the disciplinary and/or enforcement powers of the relevant regulator.

6. The courts in certain jurisdictions in which we operate or may in the future operate may offer less certainty as to the judicial outcome or a more protracted judicial process than is the case in more established economies.

7. We may be required to apply for additional approvals or modify our existing approvals because of changes in local circumstances or applicable law.

8. These laws and regulations are dynamic and subject to potentially differing interpretations, and various federal, prefecture and local legislative and regulatory bodies may expand current laws or regulations, or enact new laws and regulations, regarding these matters. Changes in these laws or regulations or their interpretation could dramatically affect…It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.

9. Existing laws and regulations may evolve and be interpreted differently, and local governments and legislative or regulatory bodies may expand existing laws and regulations or enact new ones.

10. The laws of certain countries where we do business or may do business in the future may not recognize intellectual property rights or protect them to the same extent as do the laws of the United States. In addition, any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secret and intellectual property rights.

We anticipate that our operations will be concentrated in 23 wards of Tokyo, Kanagawa, Kyoto, and Osaka. Some or all of these regions could be affected by…

1. Our business, prospects, financial condition and results of operations are dependent on and may be adversely affected by political, economic, social and legal developments that are beyond our control in each of the jurisdictions that we operate in or in which we intend to expand our business and operations. Such political and economic uncertainties may include risks of war, terrorism, nationalism, expropriation or nullification of contracts, changes in interest rates, economic growth, national fiscal and monetary policies, inflation, deflation, methods of taxation and tax policy. Negative developments in the socio-political climate of these regions may also adversely affect our business, prospects, financial condition and results of operations. These developments may include, but are not limited to, changes in political leadership, nationalization, price and capital controls, sudden restrictive changes to government policies, introduction of new taxes on goods and services and introduction of new laws, as well as demonstrations, riots, coups and war. These may result in the nullification of contracts and/or prohibit us from continuing our business operations.

2. Substantially all of our current operations are located in Malaysia. Due to this geographic concentration, our financial condition and operating results are subject to greater risks from changes in general economic and other conditions in Malaysia, than the operations of more geographically diversified competitors. These risks include:

• changes in economic conditions and unemployment rates;

• changes in laws and regulations;

• changes in the competitive environment; and

• adverse weather conditions and natural disasters.