You have requested to download the offering memorandum (the “Offering Memorandum”). of China New Economy Fund Limited (the “Company”). This document constitutes a listing document which has been prepared solely in connection with the proposed placing (the “Placing”) of ordinary shares of HK$0.10 par value each (the “Shares”) of the Company.

You are reminded that the Offering Memorandum will be delivered to you on the basis that you are a person into whose possession this Offering Memorandum may be lawfully delivered in accordance with the laws of jurisdiction in which you are located.

By clicking the "AGREE" button below, you agree and represent that:

• if in Hong Kong, you are a “professional investor” as defined in the Securities and Futures Ordinance (Cap. 571) and any rules thereunder (the “SFO”);
• you are not accessing this website from the United States and are not a U.S person (as defined by Regulation S of the United States Securities Act of 1933);
• you are a person who is permitted under applicable law and regulation of the jurisdiction in which you are resident or domiciled to receive information of the kind contained in the Offering Memorandum;
• you understand that investment in the Company entails a high degree of risk and is suitable only for sophisticated investors who fully understand and are capable of bearing the risks;
• you may not forward, redistribute or reproduce the Offering Memorandum in any manner whatsoever; and
• you consent to the delivery of the Offering Memorandum and any amendments or supplements thereto by electronic transmission.

No person may issue, or have in its possession for the purpose of issue, any invitation, advertisement or other document relating to the Shares whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" in Hong Kong.

If you are not a professional investor as defined by the SFO, do not acquire Shares in the Company.

After accepting these terms, the attached Offering Memorandum will be sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently, none of the Company, the Investment Manager or their respective directors, officers, employees, representatives, advisers, agents, or affiliates of any such person(s) accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version available to you on request from the Placing Agents.

Once downloaded this Offering Memorandum may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution or reproduction of the Offering Memorandum in whole or part is unauthorized. Failure to comply with this directive may result in the violation of the Listing Rules of the Stock Exchange of Hong Kong, the U.S Securities Act or the applicable laws of other jurisdictions.

A copy of the Offering Memorandum and the documents specified in the paragraph entitled “Documents Delivered to the Registrar of Companies and Available for Inspection” in the section headed “Additional Information” in the Offering Memorandum has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance, Chapter 32 of the Laws of Hong Kong (“Companies Ordinance”). The Securities and Futures Commission (“SFC”) and the Registrar of Companies in Hong Kong take no responsibility for the contents of the Offering Memorandum or any of the other documents referred to above.

Key risks associated with the Company

You acknowledge that investment in the Company entails a high degree of risk and is suitable only for sophisticated investors for whom an investment in the Company does not represent a complete investment program and who fully understand and are capable of bearing the risks. Prospective investors should carefully consider the investment objective and restrictions of the Company as described in this document. However, there can be no assurance that the Company will be able to achieve its investment objective or that investors will receive a return on their capital.

Shares in the Company are not redeemable at the option of investors. The Company does not expect an active secondary market to develop in the Shares. Shares may, depending on the supply and demand, trade at a significant discount to the Net Asset Value per Share from time to time. Investors should not expect that they will necessarily be able to realise, within a period which they would otherwise regard as reasonable, or at all, their investment in the Company, nor can they be certain that they will be able to realise their investment on a basis which necessarily reflects the full value of the underlying investments held by the Company

Accordingly, an investment should be made only by those persons who can sustain a loss of their entire investment. Investment results may vary substantially over time and on a monthly, quarterly or annual basis and the value of an investor’s investment may substantially decline as well as substantially appreciate.

You should review this Offering Memorandum carefully and consider the risks before deciding to invest and in particular the sections of the Offering Memorandum entitled "Risk Factors" and "Potential conflicts of interest", which do not purport to be a complete list of all risks and potential conflicts of interest involved in an investment in the Company.

Neither the Hong Kong Exchanges and Clearing Limited, the Stock Exchange, the SFC nor HKSCC take any responsibility for the contents of the Offering Memorandum, make any representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document

If you are in any doubt about any content of this Offering Memorandum, you should obtain independent professional advice.