EX-99.1 2 ex99-1.htm

 

EXHIBIT 99.1

 

Graphex Group Limited Announces Unaudited Financial Results For The First Half of 2023

 

HONG KONG, October 4, 2023 — Graphex Group Limited (“Graphex” the “Company” or the “Group”) (NYSE American: GRFX and HKEX: 6128), a global leader in mid-stream processing of specialized natural graphite used for electric vehicle (EV) lithium-ion (Li-ion) batteries, today announced its unaudited interim financial results for the six months ended June 30, 2023.

 

Financial Highlights for the Six Months Ended June 30, 2023

 

Total revenues were HK$ 151.3 million (US$ 19.4 million) for the six months ended June 30, 2023, representing a decrease of 7% compared with the total revenues of HK$ 163.1 million for the six months ended June 30, 2022.

 

Gross profit was HK$ 50 million (US$ 6.4 million) for the six months ended June 30, 2023, representing a decrease of 13% compared with our gross profit of HK$ 57.6 million for the six months ended June 30, 2022.

 

Gross margin was 33% for the six months ended June 30, 2023, compared with a gross margin of 35.7% for the six months ended June 30, 2022.

 

Loss from operations was HK$ 43.3 million (US$ 5.6 million) for the six months ended June 30, 2023, representing an increase of 4% compared with loss from operations of HK$ 41.7 million for the six months ended June 30, 2022.

 

Net loss was HK$ 69.9 million (US$ 9 million) for the six months ended June 30, 2023, representing an increase of 3% compared with net loss of HK$ 67.9 million for the six months ended June 30, 2022.

 

Amid global economic challenges, the Group set out expansion plans that will create opportunities and values for shareholders in the coming years. The Company believes that electrification is an irreversible trend. While lithium-ion batteries play a significant role in electrification, graphite processing capabilities are essential because graphite is the anode material that accounts for about 25% by weight of a lithium-ion battery. The Company believes that the global demand for graphite anode material will continue to be driven by the global development of the EV industry, energy storage infrastructures, consumer electronics, and robotics.

 

Operation highlights

 

Graphene Products Business

 

The production capacity of graphite anode material of the Group is limited by the current factory size. Therefore, the need for expansion of production capacity is important and that will involve construction of new production facilities. The Group has announced to build production facilities of graphite anode material in Mashan Graphite Industrial Park, Jixi, Heilongjiang, PRC for 40,000 metric tons, in Nanshu Industrial Park, Laixi, Shandong, PRC for 50,000 metric tons, and in Emerald Business Park, Warren, MI, USA for 15,000 metric tons through its joint venture company Graphex Michigan 1 LLC. The Group is also exploring the feasibilities to construct a 100,000 metric tons production facility in Canada. If the abovementioned new facilities are fully in operation, the Group will have a total production capacity of 215,000 metric tons of graphite anode material, which is over 20 times of the current capacity. As the production capacity increases, the revenue of the Group shall increase accordingly. The current market price of the graphite anode material is generally steady with minor fluctuations.

 

Landscape Architecture Business

 

The Group maintains its market position as one of the leading landscape architecture providers predominantly in the PRC and Hong Kong. It offers landscape architecture services to clients including governments, private property developers, state-owned property developers, design services companies and engineering companies in the PRC and Hong Kong.

 

Catering Business

 

The Group has terminated all its catering business in 2023 due to adverse market conditions. The Group does not intend to restart any catering business in the future.

 

 

 

 

Financial Results for the Six Months Ended June 30, 2023

 

Revenues

 

Revenue for the six months ended June 30, 2023, was approximately HK$151.3 million compared to approximately HK$163.1 million for the six months ended June 30, 2022. The decrease of HK$11.8 million or 7% was mainly due to a decrease in revenue from our Landscape architecture and design services of about HK$3.5 million, together with the decrease in revenue from our Graphene products and our Catering business, which declined about HK$6.3 million and HK$2 million, respectively.

 

   For the six months ended June 30, 
   2022   2023   2023 
   HK$’000   HK$’000   US$’000 
   (Unaudited)   (Unaudited)   (Unaudited) 
Type of goods or services               
-Graphene products   103,438    97,103    12,449 
-Landscape architecture and design services   57,738    54,171    6,945 
-Catering   1,957    -    - 
Total Revenue   163,133    151,274    19,394 

 

Graphene Products Business

 

Revenue from our Graphene Products Business for the six months ended June 30, 2023 was approximately HK$97.1 million compared to approximately HK$103.4 million for the six months ended June 30, 2022. The decrease of HK$6.3 million or 6% was primarily due to the fluctuation of exchange rate in RMB. The average exchange rate of the RMB to the HK$ for the period ended June 30, 2023 was approximately 1.13 compared to approximately 1.21 for the six months ended June 30, 2022. If the fluctuation of exchange rate in RMB is excluded, the revenue has a slight increase by 1% due to a slight increase in sales quantity offset by a slight decrease in average selling price

 

Landscape Architecture and Design Business

 

Revenue from our Landscape architecture and design business for the six months ended June 30, 2023 was approximately HK$54.2 million compared to approximately HK$57.7 million for the six months ended June 30, 2022. The decrease of HK$3.5 million or 6% was primarily due to the decrease in new contracts.

 

Catering Business

 

Revenue from our Catering business for the six months ended June 30, 2023 was nil compared to approximately HK$2 million for the six months ended June 30, 2022. The decrease was primarily due to cease of operation of restaurants in China due to the continuous deterioration in market environment since the outbreak of the COVID-19 pandemic.

 

 

 

 

Cost of revenues

 

Cost of goods for the six months ended June 30, 2023 was approximately HK$101.3 million compared to approximately HK$105.6 million for the six months ended June 30, 2022. The decrease of HK$4.3 million or 4% was mainly due to a decrease in cost of goods from our Graphene Products of about HK$2.6 million and together with the decrease in cost of goods from our Landscape architecture and design and Catering business which declined about HK$1.5 million and HK$0.2 million, respectively.

 

   For the six months ended June 30 
   2022   2023   2023 
   HK$’000   HK$’000   US$’000 
   (Unaudited)   (Unaudited)   (Unaudited) 
Graphene products   71,682    69,028    8,850 
Landscape architecture and design   33,723    32,214    4,130 
Catering   168    -    - 
Total cost of revenues   105,573    101,242    12,980 

 

Graphene Products Business

 

Cost of revenues from our Graphene products business for the six months ended June 30, 2023 was approximately HK$69.1 million compared to approximately HK$71.7 million for the six months ended June 30, 2022. The decrease of HK$2.6 million or 4% was primarily due to the fluctuation of exchange rate in RMB. If the fluctuation of exchange rate in RMB is excluded, the cost of revenues has a slight increase by 3% due to increase in average unit cost.

 

Landscape Architecture and Design Business

 

Cost of revenues from our Landscape architecture and design business for the six months ended June 30, 2023 was approximately HK$32.2 million compared to approximately HK$33.7 million for the six months ended June 30, 2022. The decrease of HK$1.5 million or 4% was in line with the decrease in revenue.

 

Catering Business

 

Cost of revenues from our Catering business for the six months ended June 30, 2023 was approximately HK$nil compared to approximately HK$0.2 million for the six months ended June 30, 2022. The decrease was primarily due to the cessation of operations in PRC caused by the continuous deterioration in market environment since the outbreak of the COVID-19 pandemic.

 

Gross Profit

 

Gross profit for the six months ended June 30, 2023 was approximately HK$50 million compared to approximately HK$57.6 million for the six months ended June 30, 2022. The decrease of HK$7.6 million or 13%, was due to the decrease of gross profit from our Graphene Products Business, which was about HK$3.7 million, and together with the reductions in gross profits from our Landscape architecture and design business and Catering business, which were about HK$2.1 million and HK$1.8 million, respectively.

 

   For the six months ended June 30, 
   2022   2023   2023 
   HK$’000   HK$’000   US$’000 
   (Unaudited)   (Unaudited)   (Unaudited) 
Graphene products   31,756    28,075    3,599 
Landscape architecture and design   24,015    21,957    2,815 
Catering   1,789    -    - 
Total gross profit   57,560    50,032    6,414 

 

   For the six months ended June 30, 
   2022   2023 
   (Unaudited)   (Unaudited) 
   %   % 
Graphene products   31%   29%
Landscape architecture and design   42%   41%
Catering   91%   - 

 

 

 

 

Graphene Products Business

 

Gross profit from our Graphene Products Business for the six months ended June 30, 2023, was approximately HK$28.1 million compared to approximately HK$31.8 million for the six months ended June 30, 2022. If not considering the exchange rate fluctuation, the gross profit decreased by HK$1.2 million which was primarily due to the decrease in the selling price of graphene related products.

 

Landscape Architecture and Design Business

 

Gross profit from our Landscape architecture and design business for the six months ended June 30, 2023 was approximately HK$22 million compared to approximately HK$24.0 million for the six months ended June 30, 2022. The decrease of HK$2 million was primarily due to costs incurred while project completions were delayed, primarily, due to the COVID-19 epidemic but no additional revenue charged to our customers.

 

Catering Business

 

Gross profit from our Catering business for the six months ended June 30, 2023 was nil compared to approximately HK$1.8 million for the six months ended June 30, 2022. The decrease was due to the cease of providing restaurant management service in Shanghai since January 2023.

 

Selling and Marketing Expenses

 

Selling and marketing expenses for the six months ended June 30, 2023 were approximately HK$3 million compared to approximately HK$2.3 million for the six months ended June 30, 2022. The increase of approximately HK$0.7 million or 30% was attributable to the increase in selling and marketing expenses in our Landscape architecture and design business of about HK$0.3 million and the increase in relevant expense in our Graphene products business of about HK$0.4 million due to the marketing expenses incurred for the U.S. market.

 

General and Administrative Expenses

 

General and administrative expenses for the six months ended June 30, 2023 were approximately HK$68.9 million compared to approximately HK$77.4 million for the six months ended June 30, 2022. The decrease of approximately HK$8.5 million or 11% was primarily caused by (i) the decrease in the overall salaries by approximately HK$4.1 million of the Group which is attributable to the cost control measures implemented since 2022, and (ii) the fluctuation of exchange rate in RMB by approximately HK$3.7 million.

 

Research and Development Expenses

 

Research and development expenses for the six months ended June 30, 2023 were approximately HK$10.8 million compared to approximately HK$10.7 million for the six months ended June 30, 2022. The increase of approximately HK$0.1 million was primarily due to the increase in research and development efforts by HK$0.4 million for our Graphene products business in early 2023 compared to lockdown of Jixi in early 2022 and set off by the decrease of research and development expenses in our Landscape architecture and design business of about HK$0.3 million.

 

Provision for Credit loss

 

Provision for credit loss for the six months ended June 30, 2023, was approximately HK$10.7 million compared to approximately HK$8.8 million for the six months ended June 30, 2022. The increase of approximately HK$1.9 million or 21.6% was primarily due to the decrease in reversal of provision for credit loss for other receivables of HK$4.9 million in 2022, set off by the decrease of provision for credit loss for account receivables and contract assets of HK$0.9 million and HK$2.1 million, respectively, due to the post-Covid recovery.

 

Total Other Expenses, net

 

Net total other expenses for the six months ended June 30, 2023 was approximately HK$32.1 million compared to approximately HK$31.4 million for the six months ended June 30, 2022. The increase of approximately HK0.7 million or 2% was primarily caused by the decrease in service income of HK$2.7 million from landscape segment due to the less favorable market and economic environment.

 

 

 

 

Loss Before Taxes

 

Losses before taxes for the six months ended June 30, 2023 were approximately HK$75.4 million compared to approximately HK$73.1 million for the six months ended June 30, 2022. The increase of approximately HK$2.3 million or 3% was primarily caused by the decrease in other income in 2023.

 

   For the six months ended June 30, 
   2022   2023   2023 
   HK$’000   HK$’000   US$’000 
Graphene products   8,738    10,726    1,375 
Landscape architecture and design   14,036    13,014    1,668 
Catering   (166)   (1,680)   (215)
Corporate expenses   50,491    53,310    6,835 
Total loss before tax   73,099    75,370    9,663 

 

Graphene Products Business

 

Loss before tax from our Graphene Products Business for the six months ended June 30, 2023 was approximately HK$10.7 million compared to approximately loss before tax HK$8.7 million for the six months ended June 30, 2022. The increase of loss before income tax was due to decrease in revenue in 2023.

 

Landscape Architecture and Design Business

 

Loss before income tax from our Landscape architecture and design Business for the six months ended June 30, 2023 was approximately HK$13 million compared to approximately loss before tax HK$14 million for the six months ended June 30, 2022. The decrease in loss before income tax of HK$1 million was primarily due to the fluctuation of exchange rate in RMB.

 

Catering Business

 

Profit before income tax from our Catering business for the six months ended June 30, 2023 was approximately HK$1.7 million compared to approximately HK$0.2 million for the six months ended June 30, 2022. The change of HK$1.5 million was due to a one-off other income was received during the period ended June 30, 2023.

 

 

 

 

Cash Flows

 

For the six months ended June 30, 2022 and 2023

 

The following table summarizes the key components of our cash flows for the six months ended June 30, 2022 and 2023:

 

   For the six months ended June 30, 
   2022   2023   2023 
   HK$’000   HK$’000   US$’000 
Selected Consolidated Statements of Cash Flows Data:               
Net cash used in operating activities   (12,126)   (9,363)   (1,200)
Net cash used in investing activities   (4,131)   (4,103)   (526)
Net cash (used in) provided by financing activities   14,707    (610)   (79)
Effect of exchange rate on cash   (1,477)   65    8 
Net decrease in cash   (3,027)   (14,011)   (1,797)
Cash and cash equivalents and restricted cash at beginning of period   31,463    31,470    4,035 
Cash and cash equivalents and restricted cash at end of period   28,436    17,459    2,238 

 

Operating Activities

 

Net cash used in operating activities was approximately HK$9.4 million for the six months ended June 30, 2023, compared to approximately HK$12.1 million net cash used in operating activities for the six months ended June 30, 2022. The decrease of approximately HK$2.7 million was mainly attributable to the increase in trade receivables of Graphene Products Business.

 

Investing Activities

 

Net cash used in investing activities was approximately HK$4.1 million for the six months ended June 30, 2023 compared to approximately HK$4.1 million for the six months ended June 30, 2022.

 

Financing Activities

 

Net cash used in financing activities was approximately HK$0.6 million for the six months ended June 30, 2023, compared to approximately HK$14.7 million provided by financing activities for the six months ended June 30, 2022. The change was mainly attributable to the decreased proceed from short-term borrowings and no additional convertible notes were issued during the six months ended June 30, 2023.

 

Capital Expenditures

 

We had capital expenditures of approximately HK$0.2 million and approximately HK$0.9 million for the six months ended June 30, 2022 and 2023, respectively. Our capital expenditures were mainly used for purchases of equipment in our Graphene products Business and Landscape architecture and design business. We intend to fund our future capital expenditures with lease financing and other financing alternatives. We will continue to make capital expenditures to support the growth of our business.

 

Borrowings

 

As of December 31, 2022, we had outstanding corporate bonds of approximately HK$115.4 million and outstanding promissory notes of approximately HK$123.6 million. As of June 30, 2023, we had outstanding corporate bonds of approximately HK$115.4 million and outstanding promissory notes of approximately HK$123.6 million.

 

Recent Development

 

On July 14, 2023, convertible notes with principal amount of US$70,000 (equivalent HK$542,500) were converted into shares at conversion price of HK$0.65 and the Company allotted and issued a total of 834,615 conversion shares to the convertible note holder.

 

On July 19, 2023, the Company entered into the Cooperation Agreement with the Nanshu Town Government pursuant to which the Company and the Nanshu Town Government intended to have a cooperation in the “Graphite Anode Material Project” in Laixi City Nanshu Town New Material Industrial Park which is situated in Nanshu Town, Laixi City, Shandong Province, the PRC. Further details are set out in the Form 6-K filed by the Company on July 19, 2023.

 

On July 24, 2023, the Board resolved to grant a total of 22,990,000 Awarded Shares, to 16 share award grantees, pursuant to the 2023 Share Award Scheme at nil consideration, subject to the acceptances by the Grantees. Further details are set out in Form 6-K filed by the Company on July 24, 2023.

 

On September 21, 2023, convertible notes with principal amount of US$20,000 (equivalent HK$155,000) were converted into shares at conversion price of HK$0.65 and the Company allotted and issued a total of 238,461 conversion shares to the convertible note holder.

 

 

 

 

Unaudited Interim Condensed Consolidated Financial Statements

 

GRAPHEX GROUP LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

 

  

As of

December 31, 2022

  

As of

June 30, 2023

  

As of

June 30, 2023

 
   HK$’000   HK$’000   US$’000 
             
ASSETS               
                
CURRENT ASSETS               
Cash and cash equivalents   31,470    17,459    2,238 
Trade and notes receivables, net   101,133    180,986    23,203 
Trade and notes receivables – related parties   1,886    586    75 
Inventories, net   16,901    9,234    1,184 
Loan receivables – related parties   11,098    13,897    1,782 
Prepayments, other receivables and other current assets, net   41,592    34,554    4,430 
Equity investment, fair value   31    24    3 
Contract assets   29,584    26,471    3,394 
Contract assets – related party   1,050    156    20 
Tax recoverable   373    384    49 
Total current assets   235,118    283,751    36,378 
                
PROPERTY AND EQUIPMENT, NET   35,403    30,747    3,942 
                
OTHER ASSETS               
Goodwill   101,939    101,939    13,069 
Other intangible assets, net   492,185    452,330    57,991 
Investment in unconsolidated associates   227    -    - 
Equity investment, fair value   94    91    12 
Prepayments and deposits   4,902    5,825    747 
Deferred tax assets, net   4,903    6,353    814 
Total non-current assets   604.250    566,538    72,633 
TOTAL ASSETS   874,771    881,036    112,953 
                
LIABILITIES AND SHAREHOLDERS’ EQUITY               
                
CURRENT LIABILITIES               
Current portion of corporate bonds payable   112,867    26,832    3,440 
Bank borrowing   11,194    10,846    1,390 
Convertible notes   17,373    3,758    482 
Short-term borrowings   2,911    7,967    1,021 
Short-term borrowings – related parties   1,478    -    - 
Trade payable   13,398    75,384    9,664 
Other payables and accruals   48,320    56,481    7,241 
Other payables – related parties   686    262    34 
Lease liabilities   5,146    4,556    584 
Taxes payable   33,898    32,164    4,124 
Contract liabilities   37,410    33,982    4,357 
Dividend payable to non-controlling interest   1,511    -    - 
Total current liabilities   286,192    252,232    32,337 

 

 

 

 

  

As of

December 31, 2022

  

As of

June 30, 2023

  

As of

June 30, 2023

 
   HK$’000   HK$’000   US$’000 
             
OTHER LIABILITIES               
Promissory notes   123,590    123,590    15,845 
Corporate bonds payable   2,500    88,540    11,351 
Convertible notes   15,166    -    - 
Short-term borrowing   11,000    11,000    1,410 
Noncurrent portion of lease liabilities   18,648    15,979    2,049 
Deferred tax liabilities   75,035    69,108    8,860 
Total other liabilities   245,939    308,217    39,515 
                
TOTAL LIABILITIES   532,131    560,449    71,852 
                
COMMITMENTS AND CONTINGENCIES               
                
EQUITY               
Ordinary shares, HK$0.01 par value; authorized – 2,000,000,000 shares; issued and outstanding 683,493,072 and 777,446,915 as of December 31, 2022 and June 30, 2023, respectively   6,835    7,774    997 
Preference shares, 323,657,534 shares as of December 31, 2022 and June 30, 2023    3,236    3,236    415 
Additional paid-in capital   790,966    853,642    109,441 
Accumulated deficit   (454,557)   (526,674)   (67,522)
Statutory reserves   13,476    13,476    1,728 
Accumulated other comprehensive loss   (6,574)   (22,456)   (2,880)
Total Graphex Group Limited Shareholders’ Equity   353,382    328,998    42,179 
Non-controlling interests   (10,742)   (8,411)   (1,078)
TOTAL EQUITY   342,640    320,587    41,101 
                
TOTAL LIABILITIES AND EQUITY   874,771    881,036    112,953 

 

 

 

 

GRAPHEX GROUP LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

   For the six months ended June 30, 
   2022   2023   2023 
   HK$’000   HK$’000   US$’000 
REVENUES               
Revenues – third parties   161,081    151,194    19,384 
Revenues – related parties   2,052    80    10 
Total revenues   163,133    151,274    19,394 
COST OF REVENUES   (105,573)   (101,242)   (12,980)
GROSS PROFIT   57,560    50,032    6,414 
                
OPERATING EXPENSES               
Selling and marketing expenses   2,257    2,956    379 
General and administrative expenses   77,418    68,860    8,828 
Research & development expense   10,734    10,800    1,385 
Provision for credit loss   8,833    10,705    1,372 
Total operating expenses   99,242    93,321    11,964 
LOSS FROM OPERATIONS   (41,682)   (43,289)   (5,550)
                
OTHER INCOME (EXPENSE)               
Finance expenses   (39,721)   (38,397)   (4,923)
Interest income   781    582    75 
Service income   4,418    1,659    213 
Dividend income   63    92    12 
Government grants   301    914    117 
Waiver of interest on convertible notes   2,377    1,160    149 
Investment loss in unconsolidated affiliates   (265)   (230)   (29)
Fair value change – equity investment   (11)   (6)   (1)
Other income, net   640    2,145    274 
Total other expenses, net   (31,417)   (32,081)   (4,113)
LOSS BEFORE TAX   (73,099)   (75,370)   (9,663)
INCOME TAX BENEFIT   5,175    5,446    698 
NET LOSS   (67,924)   (69,924)   (8,965)
Less: (loss) income attributable to non-controlling interests   (225)   2,193    281 
NET LOSS ATTRIBUTABLE TO GRAPHEX GROUP LIMITED   (67,699)   (72,117)   (9,246)
NET LOSS   (67,924)   (69,924)   (8,965)
                
OTHER COMPREHENSIVE LOSS               
Foreign currency translation adjustment   (29,895)   (15,747)   (2,019)
COMPREHENSIVE LOSS   (97,819)   (85,671)   (10,984)
Less: Comprehensive (loss) income attributable to non-controlling interest   (141)   2,331    299 
COMPREHENSIVE LOSS ATTRIBUTABLE TO GRAPHEX GROUP LIMITED   (97,678)   (88,002)   (11,283)
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES               
Basic and Diluted   516,055,804    725,781,129    725,781,129 
                
LOSS PER SHARE               
Basic and Diluted   (0.131)   (0.099)   (0.013)

 

 

 

 

About Graphex:

 

Graphex Group Limited, a Cayman Island company with principal offices in Hong Kong and regional offices in Shanghai and Royal Oak, MI, USA. Graphex is focused on the development of technologies and products to enhance renewable energy, particularly the enrichment of spherical graphite and graphene, key components for EV batteries and lithium-ion batteries for other use cases. Proficient in the commercial deep processing of graphite, Graphex has extensive commercial experience producing battery grade purified spherical graphite to the power battery market, currently at a volume of 10,000 metric tons per annum (tpa) with intentions to expand production to over 100,000 tpa over the next three years. With a strategy to expand its global operations to support energy transition and electrification efforts worldwide, Graphex is currently among the top suppliers of specialized spherical graphite to the EV and renewable energy industries and holds patents in areas including products, production methods, machinery design, and environmental protection.

 

Safe Harbor / Forward-Looking Statements:

 

This unaudited financial results as of and for the six-month period ended June 30, 2023 contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Among other things, the business outlook and quotations from management in this exhibit, as well as the Company’s strategic and operational plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”) on Forms 20-F and 6-K, in its annual report to shareholders and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s goals and strategies; the Company’s future business development, financial condition and results of operations; the expected growth of the Company’s industry; and the Company’s expectations regarding demand for and market acceptance of its products and services. Further information regarding these and other risks is included in the Company’s annual report on Form 20-F and current report on Form 6-K and other documents filed with the SEC. All information provided in this exhibit is as of the date of this exhibit, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable laws.