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Particulars to be included under section 243(1) of Act in prospectus for offer of structured notes

Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018

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NINTH SCHEDULERegulations 2(3), 9(3)(c) and 41(2)(e)Particulars to be included under section 243(1) of Act in prospectus for offer of structured notesPart 1FRONT COVER1. On the front cover of the prospectus, provide —(a)the date of registration of the prospectus or, in the case of a supplementary prospectus or replacement prospectus, the date of lodgment of the supplementary prospectus or replacement prospectus; (b)the following statements:(i)“This document is important. Before making any investment in the securities being offered, you should consider the information provided in this document carefully, and consider whether you understand what is described in this document. You should also consider whether an investment in the securities being offered is suitable for you, taking into account your investment objectives and risk appetite. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser. You are responsible for your own investment choices.”; (ii)“A copy of this prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of the prospectus. Registration of the prospectus by the Authority does not imply that the Securities and Futures Act, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the structured notes being offered for investment.”;(c)the name of the issuer (called in this Schedule the relevant entity) in respect of which the debentures or units of debentures which are structured notes (called in this Schedule the structured notes) are being offered and its country of incorporation or constitution;(d)a statement as to whether an application has been or will be made to an approved exchange to list for quotation or quote the structured notes on that approved exchange and, if so, the name of that approved exchange;(e)the maturity date of the structured notes being offered;(f)if early withdrawal is permitted, a statement in bold to the effect that structured notes which are redeemed before their maturity date will be subject to unwinding or other transaction costs, and that the amount received by investors may be lower than the initial amount invested; and(g)a statement that no structured notes may be allotted or allocated on the basis of the prospectus later than 6 months after the date of registration of the prospectus.Part 2IDENTITY OF DIRECTORS, SIGNIFICANT ENHANCEMENT PROVIDERS, ADVISERS AND AGENTSDirectors1. Provide the names and occupations of each of the directors or equivalent persons of the relevant entity.Advisers2. Provide the name and address of the legal adviser for or in relation to the offer.Significant Enhancement Providers3. Where an entity or a group of entities providing any enhancement for the structured notes being offered is liable or contingently liable to provide payments representing 10% or more of the cash flow supporting any class of structured notes being offered, provide the names and addresses of the entity or entities.Registrars and Agents4. Provide the names and addresses of the relevant entity’s paying agents, registrars and transfer agents for the structured notes being offered, where applicable.5. Provide the names and addresses of the relevant entity’s trustee, fiscal agent or representative for the structured notes being offered, where applicable.Part 3PROSPECTUS SUMMARY AND RISK FACTORSProspectus Summary1. Provide the following information in the prospectus summary, if applicable:(a)state the classes of structured notes being offered and the basic terms of each class being offered, including —(i)the offer price;(ii)the interest rate and the distribution frequency;(iii)the maturity date; and(iv)the settlement or final distribution amount;(b)identify any events or performance triggers that would alter the basic terms of each class of structured notes or the composition of the pool of reference assets (called in this Schedule the structured notes structure);(c)identify any optional or mandatory redemption or termination features;(d)identify any enhancement for the structured notes being offered and briefly describe what protection or support is provided by the enhancement;(e)summarise how losses not covered by any enhancement will be allocated to the structured notes being offered;(f)identify the reference assets and the size and material characteristics of the pool of reference assets;(g)if the reference assets can be added, removed or substituted, summarise the circumstances under which such actions can occur;(h)if the issuance or sale of any class of structured notes being offered is conditioned on the assignment of a rating by one or more rating agencies, state the rating agency and the minimum rating that must be assigned.Risk Factors2. Disclose, in a specific section with the heading “Risk Factors”, the risk factors that are specific to the relevant entity and the structured notes being offered, which had materially affected, or could materially affect, directly or indirectly, the value of the pool of reference assets or the investments held by holders of the structured notes.Part 4OFFER STATISTICS AND TIMETABLEOffer Statistics1. For each method of offer, state —(a)where the amount of subscriptions that are being sought is fixed at the time of registration of the prospectus by the Authority —(i)that amount; and(ii)where applicable, the fact that that amount may be reduced, and how and when the relevant entity will inform investors of the final amount of subscriptions sought;(b)where the amount of subscriptions that are being sought is not fixed at the time of registration of the prospectus by the Authority —(i)the range of that amount; and(ii)how and when the relevant entity will inform investors of the final amount of subscriptions sought;(c)the nature and denomination of structured notes being offered;(d)where the number of structured notes being offered is fixed at the time of registration of the prospectus by the Authority —(i)that number; and(ii)where applicable, the fact that that number may be reduced, and how and when the relevant entity will inform investors of the final number of structured notes offered;(e)where the number of structured notes being offered is not fixed at the time of registration of the prospectus by the Authority —(i)the range of that number; and(ii)how and when the relevant entity will inform investors of the final number of structured notes offered;(f)the face value of the structured notes being offered; and(g)the currency of the issue and, if the issue is payable in any other currency, that fact.2. To avoid doubt, where the amount of structured notes being offered can be increased beyond the range of number of structured notes stated in paragraph 1(e)(i) of this Part, the amount that the offer can be increased must be disclosed pursuant to paragraph 6 of Part 8 of this Schedule.Method and Timetable3. Provide the information mentioned in paragraphs 4 to 8 of this Part to the extent applicable to —(a)the offer procedure; and(b)where there is more than one group of targeted potential investors and the offer procedure is different for each group, the offer procedure for each group of targeted potential investors.4. State the time at, date on, and period during which the offer will be kept open, and the name and address of the person to whom the purchase or subscription applications are to be submitted. If the exact time, date or period is not known on the date of the registration of the prospectus by the Authority, describe the arrangements for announcing the definitive time, date or period. State the circumstances under which the offer period may be extended or shortened, and the duration by which the period may be extended or shortened. Describe the manner in which any extension or early closure of the offer period must be made public.5. State the method and time limit for paying up for the structured notes being offered.6. State, where applicable, the methods of and time limits for —(a)the delivery of the documents evidencing title to the structured notes being offered (including temporary documents of title, if applicable) to subscribers or purchasers; and(b)the book-entry transfers of the structured notes being offered in favour of subscribers or purchasers.7. In the case of any pre-emptive rights to subscribe for or purchase the structured notes being offered, state the procedure for the exercise of any right of pre‑emption, the negotiability of such rights and the treatment of such rights which are not exercised.8. Provide a full description of the manner in which results of the allotment or allocation of the structured notes being offered are to be made public and, where appropriate, the manner for refunding excess amounts paid by applicants (including whether interest will be paid).Part 5KEY INFORMATIONRelevant Entity1. Provide the following information on the relevant entity:(a)the address and telephone and facsimile numbers of the registered or principal office of the relevant entity, and the email address of the relevant entity or a representative of the relevant entity;(b)how information on the business, operations and financial results and position of the relevant entity, or, where the relevant entity is part of a group, of the holding company of the group, can be obtained;(c)the nature of operations and previous experience of the relevant entity in relation to the issue of structured notes which are similar to those being offered.Trustee, Fiscal Agent or Representative2. Provide the main terms of the document governing the trusteeship or representation of the trustee, fiscal agent or representative for the holders of structured notes, including provisions concerning the functions, rights and obligations of the trustee, fiscal agent or representative. Disclose any conditions precedent or other requirements that are to be satisfied before the trustee, fiscal agent or representative will —(a)enforce a lien against the property of the relevant entity;(b)act on behalf of the holders of structured notes; or(c)take any action at the request of the holders of structured notes.3. If, in the reasonable opinion of the directors or equivalent persons, the trustee or representative for the holders of structured notes has a material relationship with the relevant entity which could cause a conflict to arise between the trustee’s or representative’s interest as a trustee or representative for the holders of structured notes and the trustee’s or representative’s other interests, describe the nature and terms of such relationship and explain why the directors or equivalent persons of the relevant entity still consider the appointment to be appropriate.Principal Terms and Conditions4. Provide information on the structured notes being offered, including —(a)the interest rate for each class of structured notes being offered, how such amounts are payable and, if the interest rate is variable, how the rate is determined and how frequently it will be determined;(b)the date from which interest accrues and the interest payment dates, where applicable;(c)how the principal sum will be paid or the reference assets will be distributed, including maturity dates, amortisation schedules, distribution dates and factors that will affect the timing or amount of payments or distributions for each class of structured notes being offered;(d)if the principal sum of, or the interest on the structured notes is payable in any currency other than the currency of the issue, that fact;(e)where the principal sum of, or the interest on, the structured notes may be paid in more than one currency — (i)the persons who have the power to determine —(A)the currency or currencies in which payment is to be made; and(B)the applicable currency exchange rates; and (ii)the basis on which each determination in sub‑paragraph (i) will be made;(f)the final repayment date and, where there is any option for early repayment —(i)that fact;(ii)whether the option is exercisable at the option of the relevant entity or of the holder of the structured notes; and(iii)the early repayment date;(g)if any class of the structured notes being offered includes an optional or mandatory redemption or termination feature —(i)the terms for triggering the redemption or termination process;(ii)the redemption price or the amount of reference assets to be distributed, or the formula for determining such price or amount; and(iii)the procedures for redemption or termination, including any notices to the holders of the structured notes;(h)the procedures for, and validity period of, claims for payment of interest and repayment of the principal sum or distribution of the reference assets;(i)a description of any subordination or seniority of the issue to other debts of the relevant entity already incurred or to be incurred;(j)where the rights of the holders of the structured notes will be subordinated to other security holders or creditors —(i)the aggregate amount of outstanding indebtedness that ranks in priority to the structured notes being offered as of the latest practicable date; or(ii)where there is no limit on the creation of additional indebtedness that ranks in priority to the structured notes being offered, that fact;(k)any specified changes to the structured notes structure that will be triggered upon default or event of default; and(l)any performance triggers or events which will affect the structured notes structure.Enhancement5. Describe the material terms of any enhancement, including the manner in which the enhancement is designed to ensure the timely payment of moneys in respect of the structured notes being offered and any limits on the timing or amount of the enhancement or any conditions that must be met before the enhancement can be accessed.6. If an entity or a group of entities providing any enhancement for the structured notes being offered is liable or contingently liable to provide payments representing 10% or more of the cash flows supporting any class of structured notes being offered, provide information on the organisational form and business of each provider of the enhancement.7. Disclose, to the extent that the relevant entity is aware or is able to ascertain from information published by each provider of the enhancement, material financial information in respect of the provider, unless the shares or equity interests of the provider are already listed for quotation on an approved exchange or overseas exchange, in which case, the name of the exchange on which the shares or equity interests are already listed for quotation must be disclosed in respect of the provider.Credit Rating8. If the relevant entity or the structured notes being offered has been given a credit rating by a credit rating agency, disclose —(a)the name of the credit rating agency; (b)the credit rating (including whether it is a short‑term or long‑term credit rating); (c)whether any fee or benefit of any kind has been paid by the relevant entity or any of its related parties to the credit rating agency in consideration for the credit rating assessment; and (d)the date on which the credit rating was given.9. If a credit rating is disclosed under paragraph 8 of this Part, provide the following information:(a)a statement whether the credit rating is current as of the date of registration of the prospectus;(b)a statement that if there is any change in the credit rating after the date of registration of the prospectus to the close of the offer, the relevant entity will lodge a supplementary or replacement prospectus to update the credit rating;(c)a statement that the credit rating is not a recommendation to invest in the structured notes and investors should perform their own evaluation as to whether the investment is appropriate;(d)a statement that the credit rating may be revised or withdrawn at any time;(e)a statement that the credit rating is a statement of opinion;(f)a statement stating the specific publicly available sources where the following information can be obtained:(i)the rating methodology used by the credit rating agency; (ii)the relative ranking of the credit rating; (iii)an explanation of the meaning and limitations of the credit rating;(iv)if the credit rating is a “preliminary”, “provisional” or “expected” rating, the status of that designation and its implications on the relevant entity or the debentures or units of debentures being offered or, in the case of a guaranteed debenture issue, its implications on the relevant entity, its guarantor entity or the debentures or units of debentures being offered; (g)if the credit rating is a “preliminary”, “provisional” or “expected” rating, a statement undertaking to announce the final rating when it is available;(h)if the credit rating is below BBB by Fitch Ratings, Baa by Moody’s Investors Service, BBB by Standard and Poor’s Ratings Services, or an equivalent rating by any other credit rating agency, provide the following statement:“This rating is a non‑investment grade credit rating.”10. If neither the relevant entity nor the structured notes being offered have been given a credit rating by a credit rating agency, state that fact and provide a statement that not having a credit rating means that no independent assessment by a credit rating agency of the default risk of the relevant entity or the structured notes being offered has been made.Other Investment Considerations11. Provide an explanation of any other matter which, in the reasonable opinion of the directors or equivalent persons of the relevant entity, is likely to be of significance to investors relating to the offer. Any such explanation should be given appropriate prominence depending on the nature of the matter concerned and its significance to investors.Reports12. Describe the method and frequency by which holders of the structured notes will receive periodic reports on their investment, including information on the occurrence of any event, default or other matter which has or may have an adverse effect on the amount or timing of the principal sum or interest that is or will be payable to holders of the structured notes.Part 6REFERENCE ASSETSCharacteristics of Reference Assets1. Provide the following information on the reference assets:(a)the type or types of reference assets;(b)the material terms and conditions that apply in respect of each type of reference assets;(c)the method and criteria by which the reference assets are selected, if applicable;(d)the process for handling delinquencies, losses, bankruptcies and recoveries, if applicable;(e)where legal or regulatory provisions may materially affect the performance of the reference assets or payments or expected payments on the structured notes, these provisions and their effect.2. Describe the material characteristics of the reference assets for the structured notes being offered, including —(a)the particulars of each reference asset or basket of reference assets;(b)the method of determining the notional value of the reference assets, including any assumption used;(c)the yield, a summary of the method by which that yield is calculated, the nominal rate of return and —(i)if the nominal rate is a floating rate, how the rate is calculated; or(ii)if several or variable rates are provided for, the conditions for changes in the rate;(d)the credit quality of the reference assets, if applicable; and(e)the geographic distribution or other concentrations which are material to each type of reference assets, if applicable.3. Provide a description of the historic levels of arrears of or rates of default in the payments generated by the reference assets or other assets of a similar quality, if applicable.4. Summarise any significant representations and warranties made concerning the reference assets by any party and describe briefly the remedies available if those representations and warranties are breached.5. Describe any material cross‑default provisions relating to the reference assets.6. Provide information regarding circumstances where reference assets may be added, substituted or removed, including —(a)when and how the reference assets can be removed or substituted;(b)any differences in the criteria for additional reference assets and the criteria used to select the current pool of reference assets;(c)any requirements to add or remove the reference assets and any effects of not meeting those requirements; and(d)how investors will be notified of changes to the pool of reference assets.Significant Exposure to Reference Assets7. Where any of the reference assets relates to the securities or securities‑based derivatives contracts or performance of a particular entity which accounts for 10% or more of the value of the pool of reference assets, provide —(a)the name, address, country of incorporation or constitution and nature of business of the particular entity;(b)to the extent that the relevant entity is aware or is able to ascertain from information published by the particular entity, material financial information in respect of the particular entity, unless —(i)the shares or equity interests of the particular entity are already listed for quotation on an approved exchange or overseas exchange; or(ii)the obligations of the particular entity are guaranteed by another entity the shares or equity interests of which are already listed for quotation on an approved exchange or overseas exchange,in which case, the name of the approved exchange or overseas exchange on which the shares or equity interests of the particular entity or its guarantor entity, as the case may be, are already listed for quotation must be disclosed;(c)information on the relationship, if any, between —(i)the particular entity and the relevant entity; and(ii)the guarantor entity mentioned in sub‑paragraph (b) and the relevant entity;(d)information on the nature and extent of the exposure of the reference assets to the particular entity; and(e)the material terms of the reference assets or the agreements involving the reference assets.Part 7INTERESTS OF EXPERTS AND FINANCIAL ADVISERSInterests of Experts1. If an expert named in the prospectus —(a)is employed on a contingent basis by the relevant entity;(b)has a material interest, whether direct or indirect, in the structured notes of the relevant entity; or(c)has a material economic interest, whether direct or indirect, in the relevant entity, including an interest in the success of the offer,describe the nature and terms of such contingency or interest.Interests of Financial Advisers2. If, in the reasonable opinion of the directors or equivalent persons of the relevant entity, any financial adviser in relation to the offer has a material relationship with the relevant entity, describe the nature and terms of such relationship.Part 8THE OFFER AND LISTINGOffer Details1. Where the structured notes are offered at a discount or premium, state the discount or premium.2. Indicate the amount of any expense specifically charged to the subscriber or purchaser of the structured notes being offered.3. Indicate whether the structured notes being offered are in registered or bearer form.4. Describe the arrangement for transfer, and any restriction on the free transferability, of the structured notes being offered.Plan of Distribution5. Where not all of the structured notes being offered are guaranteed, provide a statement of the portion not so guaranteed.6. Where the relevant entity reserves the right to accept or retain over‑subscriptions, state the limit on the right so reserved expressed as a sum of money. Also, if the amount of the structured notes being offered can be increased, and state the exercise period of and amount under such option.7. If applicable, identify any group of targeted potential investors to whom the structured notes are being offered. If the offer is being made simultaneously in the markets of 2 or more countries and if a tranche has been or is being reserved for any of these countries, indicate any such tranche.Markets8. Identify the approved exchange or overseas exchange on which structured notes of the same class as those being offered are already listed for quotation or quoted, or on which permission to list for quotation or quote the structured notes is being or is proposed to be sought, if applicable.9. When permission to list for quotation or quote on any approved exchange or overseas exchange is being or is proposed to be sought in respect of the structured notes in paragraph 8 of this Part or the structured notes which are the subject of the current offer, state that fact without creating the impression that the application for permission will necessarily be approved. If known, provide the dates on which such structured notes will be listed for quotation or quoted and on which trading will commence.Dealing and Settlement10. Provide information on any dealing and settlement arrangement, where applicable.Part 9ADDITIONAL INFORMATIONTaxation1. Provide information regarding taxes (including withholding provisions) to which holders of the structured notes may be subject. If the relevant entity is incorporated or constituted outside Singapore, the information must include whether the relevant entity assumes responsibility for the withholding of tax at source and applicable provisions of any reciprocal tax treaties between the home country of the relevant entity and Singapore, or a statement, if applicable, that there are no such treaties.Statements by Experts2. Where a statement or report attributed to a person as an expert is included in the prospectus, provide such person’s name, address and qualifications.3. Where the prospectus contains any statement (including what purports to be a copy of, or extract from, a report, memorandum or valuation) made by an expert —(a)state the date on which the statement was made;(b)state whether or not it was prepared by the expert for the purpose of incorporation in the prospectus; and(c)include a statement that the expert has given, and has not withdrawn, his or her written consent to the issue of the prospectus with the inclusion of the statement in the form and context in which it is included in the prospectus.4. The information mentioned in paragraphs 2 and 3 of this Part need not be provided in the prospectus if the statement attributed to the expert is a statement to which the exemption under regulation 33(1) applies.Documents for Inspection5. Provide a statement that for a period of at least 6 months after the date of registration by the Authority of the prospectus, the following documents (or copies of the documents), where applicable, may be inspected at a specified place in Singapore:(a)the constituent documents of the relevant entity;(b)the trust deed, fiscal agency agreement or any other document constituting the structured notes;(c)every report, memorandum, letter, valuation, statement or other document by any expert any part of which is included or mentioned in the prospectus; (d)the audited and interim financial statements of the relevant entity and, where the relevant entity is part of a group, the audited and interim financial statements of the group.Litigation6. Provide information on any legal or arbitration proceedings against the relevant entity, its trustee or the provider of any enhancement, including those which are pending or known to be contemplated, which may have, or have had in the last 12 months preceding the date of lodgment of the prospectus, a material effect on the financial position or profitability of the relevant entity or the provider.Part 10ADDITIONAL INFORMATION REQUIRED FOR STRUCTURED NOTES ISSUED PURSUANT TO A SYNTHETIC SECURITISATION TRANSACTION1. In relation to an offer of structured notes issued pursuant to a synthetic securitisation transaction, the prospectus must contain the information set out in this Schedule with the following modifications, exceptions and additions:(a)the information required under paragraph 1(b) and (c) of Part 5 of this Schedule need not be provided;(b)in respect of Part 2 of this Schedule, provide also —(i)the names and addresses of the sponsor, the servicer, the principal banker or bankers of the relevant entity, the issue manager to the offer (if any), the underwriter to the offer (if any), and the receiving bankers for the structured notes being offered, where applicable; and(ii)the names and occupations of each of the directors or equivalent persons of the sponsor;(c)in respect of paragraphs 1(a) and 2 of Part 7 of this Schedule, in addition to providing the information mentioned in those paragraphs —(i)if an expert named in the prospectus is employed on a contingent basis by the sponsor, describe the nature and terms of the contingency; or(ii)if, in the reasonable opinion of the directors or equivalent persons of the sponsor or relevant entity, any issue manager, underwriter or other financial adviser in relation to the offer has a material relationship with the sponsor or relevant entity, describe the nature and terms of such relationship;(d)in respect of paragraph 5 of Part 9 of this Schedule, the documents mentioned in the statement —(i)must include the servicing agreement mentioned in paragraph 19(b) of this Part; and(ii)need not include the audited and interim financial statements of the relevant entity and, where the relevant entity is part of a group, the audited and interim financial statements of the group; and(e)the additional information described in paragraphs 2 to 22 of this Part must be provided.Front Cover2. On the front cover of the prospectus, provide — (a)the name of the sponsor and the servicer; and(b)a statement that the structured notes represent the obligations of the relevant entity only and do not represent the obligations of, or interests in, the sponsor or any of the sponsor’s associates.Secretary of the Entity3. Provide the name and professional qualifications of the secretary of the relevant entity, if any.Auditors4. Provide the names, addresses and professional qualifications (including any membership in a professional body) of the relevant entity’s auditors.Prospectus Summary5. Provide the following information in the prospectus summary, as applicable:(a)summarise, using diagrammatic representations where possible, how the cash flows generated by the reference assets and the pool assets will be allocated among the different classes of structured notes after deducting fees and expenses (called in this Part the flow of funds), to the extent necessary to understand the payment characteristics of each class of structured notes being offered;(b)identify any events or performance triggers that would alter the flow of funds;(c)describe the roles of —(i)the sponsor, in relation to the synthetic securitisation transaction; and(ii)the servicer, in relation to the servicing of the pool assets and the management of the pool of reference assets;(d)summarise the amount of, or the formula for calculating, the fee that the servicer will receive for performing its duties.Information on the Relevant Entity6. Provide the following information on the relevant entity:(a)the date of incorporation or constitution of the relevant entity and, where the constituent documents of the relevant entity provide a limit as to the duration for which the relevant entity is to exist, such duration;(b)the legal form of the relevant entity and the legislation under which it operates;(c)a summary of the permissible activities and any restrictions on such activities under the constituent documents of the relevant entity, including any restrictions on the ability to issue or invest in additional securities or securities‑based derivatives contracts, to enter into arrangements to create exposure to additional reference assets, to borrow money or to make loans to other persons, and any provisions for the modification of the constituent documents of the relevant entity;(d)any specific discretionary activities with regard to the administration of the pool assets, the pool of reference assets or the structured notes, and the person or persons who will be authorised to exercise such discretion;(e)any assets owned or to be owned by the relevant entity, apart from the pool assets, and any liabilities of the relevant entity, apart from the structured notes and exposure created pursuant to the synthetic securitisation transaction;(f)the terms of any management or administration agreement relating to the structured notes;(g)the capitalisation of the relevant entity and the amount and nature of each equity contribution.Principal Terms and Conditions7. Provide the following information on the structured notes being offered:(a)a description of how cash is held and invested or used pending distribution to holders of the structured notes;(b)a summary of the flow of funds, including the payment allocations, the rights in respect of interest and redemption, and the distribution priorities of the different classes of structured notes being offered;(c)any specified changes to the flow of funds that will be triggered upon default or event of default;(d)any performance triggers or events which will affect the flow of funds;(e)any legislation under which the structured notes have been created and the governing law and competent courts in the event of litigation.Fees and Expenses8. Provide an itemised list of all fees and expenses (other than expenses incurred in connection with the offer) to be paid or payable out of the cash flows from the reference assets and pool assets. In itemising the fees and expenses, also indicate their general purpose, the party receiving such fees or expenses, the source of funds for such fees or expenses (if different from other fees or expenses or if such fees or expenses are to be paid from a specified portion of the cash flows) and the distribution priority of such expenses.Excess Cash Flows9. Disclose whether there is any intention or requirement to accumulate surpluses in the relevant entity and, if so, for the benefit of whom.Multiple Tranches10. If one or more additional tranches of structured notes that are backed by the same pool of reference assets and pool assets have been or may be issued by the relevant entity, include a prominent statement to that effect and provide information regarding each additional tranche of structured notes to the extent material to understanding its effect on the structured notes being offered, including —(a)the relative priority of that additional tranche of structured notes to the structured notes being offered in relation to the rights to —(i)the pool assets; and(ii)the cash flows from the pool of reference assets and the pool assets;(b)the allocation of cash flows from the pool of reference assets and the pool assets and any expenses or losses among the various tranches of structured notes;(c)the terms under which that additional tranche of structured notes may be issued and the reference assets increased or changed; and(d)a statement as to whether the prior approval of the existing holders of the structured notes will be sought.Reports11. Where the relevant entity does not intend to publish annual reports and financial statements, provide a statement of that fact.Characteristics of Reference Assets12. Disclose the party with the authority to add, remove or substitute assets from the pool of reference assets or determine if such assets meet the acquisition or underwriting criteria for additional reference assets.Arrangements to Create Exposure to Reference Assets13. Describe how exposure to the reference assets and any security interest in favour of the relevant entity or the holders of the structured notes is created, including the material terms of any agreement providing for such creation.14. State the amount paid or to be paid for exposure to the reference assets, and the principles followed or to be followed in determining such amount, and identify the persons making the determination and their relationship, if any, with the relevant entity, the sponsor and any underwriter to the offer.15. If expenses incurred in connection with the selection and acquisition of exposure to the reference assets are to be paid out of the proceeds from the offer, disclose the amount of such expenses. If such expenses are to be paid to the sponsor, the servicer, the relevant entity, the underwriter or any associate of the foregoing, separately identify the type and amount of expenses paid to each such party.Reference Counterparties16. Provide the following information in respect of each person who is directly or indirectly committed by contract or other arrangement to make payments in respect of any reference asset (called in this paragraph a reference counterparty):(a)the name, address, country of incorporation and nature of business of the reference counterparty;(b)to the extent that the relevant entity is aware or is able to ascertain from information published by the reference counterparty, material financial information in respect of the reference counterparty, unless the shares or equity interests of the reference counterparty are already listed for quotation on an approved exchange or overseas exchange, in which case, the name of the exchange on which the shares or equity interests of the reference counterparty are already listed for quotation must be disclosed;(c)the credit quality of the reference counterparty;(d)information on any relationship between the reference counterparty and the relevant entity or the sponsor;(e)information on the nature of the concentration of the reference assets with the reference counterparty;(f)the material terms of the agreements with the reference counterparty involving the reference asset.Pool Assets17. Provide the following information on the pool assets:(a)the total value of the pool assets and the method of determining such value, including any assumption used;(b)the yield, a summary of the method by which that yield is calculated, the nominal rate of return and —(i)if the nominal rate is a floating rate, how the rate is calculated; or(ii)if several or variable rates are provided for, the conditions for changes in the rate;(c)the date from which interest or any other payment accrues and the payment dates;(d)the expiry or maturity dates of the pool assets, if applicable;(e)whether the pool assets are secured or unsecured and, if secured, the type of collateral and the ratio of the value or amount of the pool assets to the value or amount of such security at the time of the transfer of the pool assets to the relevant entity;(f)information on the credit quality of the pool assets; (g)where legal or regulatory provisions may materially affect the performance of the pool assets, information on these provisions and their effect.Participants18. Provide the following information in respect of the sponsor:(a)the nature of its operations and principal activities;(b)a summary of its synthetic securitisation programme and how long it has been engaged in similar synthetic securitisation transactions; (c)its role and responsibilities in the synthetic securitisation programme, including its participation in setting up the structured notes structure and in the management of the pool of reference assets and the pool assets.19. Provide the following information in respect of the servicer:(a)the nature of its operations and principal activities, and its experience in and procedures for servicing assets of the type included in the reference assets and the pool assets;(b)the material terms of the servicing agreement and its duties in relation to the servicing of the pool assets and the management of the pool of reference assets;(c)the manner in which amounts due in relation to the reference assets and pool assets will be collected and maintained;(d)its ability to waive or modify any terms, fees, penalties or payments in relation to the reference assets or pool assets and the effect of any such ability, if material, on the potential cash flows to the relevant entity;(e)if it has custodial responsibility for any or all of the pool assets, the arrangements regarding the safekeeping and preservation of the assets, or if it does not have custodial responsibility for any of the pool assets, that fact and the identity of the party that has such responsibility;(f)any limitations on its liability under the servicing agreement;(g)its financial condition, if this can have a material impact on one or more aspects of its servicing which in turn can materially affect the performance of the structured notes being offered;(h)a summary of the terms regarding the removal, replacement or resignation of the servicer.Constituent Documents of Relevant Entity20. Provide a summary of the provisions of the relevant entity’s constituent documents and by‑laws, including any provisions for the modification of the terms and conditions of the structured notes.Consent from Issue Managers and Underwriters21. Where a person is named in the prospectus as the issue manager or underwriter (but not a sub‑underwriter) to the offer, include a statement that the person has given, and has not withdrawn, his or her written consent to being named in the prospectus as the issue manager or underwriter, as the case may be, to the offer.Statement by the Directors of the Sponsor22. Include a statement by the directors or equivalent persons of the sponsor that they individually and collectively accept full responsibility for the accuracy of the information given in the prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinions expressed in the prospectus are fair and accurate in all material respects as at the date of the prospectus and that there are no material facts the omission of which would make any statement in the prospectus misleading.

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