HHLR Advisors, Ltd.: investment adviser

To comply with local operational requirements (including the issuance of local work visas), HHLR engages local affiliates, including those based in Hong Kong (Hillhouse Investment Management Limited), the People’s Republic of China (the “PRC” or “China”) (Hillhouse (Beijing) Advisory Limited and Shanghai Gaoling Equity Investment Management Ltd.), Singapore (HHLR Management Pte. Ltd.), the Cayman Islands and the United States (“U.S.”) (Altitude Crest Partners Inc.). While these local affiliates are not registered as investment advisers with the United States Securities and Exchange Commission (the “SEC”), HHLR subjects these local affiliates’ personnel to its compliance policies and deems their books, records, and personnel to be within the scope of HHLR’s retention and production obligations. Another HHLR affiliate, Hillhouse Investment Management, Ltd. (“HIM”), which is discussed in Item 10, is registered as an investment adviser with the SEC. While the investment programs and activities of HHLR and HIM overlap, HHLR generally focuses more on publicly-listed (or similarly liquid) investment opportunities, while HIM generally focuses more on less liquid investment opportunities, including venture capital, private equity, private debt and buyout transactions. HHLR and HIM also share certain policies, personnel and resources. Accordingly, certain information on HHLR contained in this Brochure, including information regarding personnel, is presented on an aggregate basis for HHLR, HIM, and the local affiliates. Investment Philosophy and Strategies HHLR’s investment philosophy is to seek long-term, risk-adjusted returns through bottom-up analysis and fundamental proprietary research. As part of HHLR’s bottom-up analysis, it performs both qualitative and quantitative assessments of potential investments with a particular focus on opportunities upon which it can gain insights and discover value in an ever-changing world. In general, HHLR’s client portfolios generally focus on publicly-listed (or similarly liquid) investment opportunities and certain HHLR clients primarily invest in securities and other

investment instruments that are traded on exchanges within the PRC (“A Share Investments”). However, client portfolios may also hold investments in illiquid or less-liquid investments. While HHLR applies its general investment philosophy across all of its clients’ accounts, it operates numerous investment strategies by tailoring investment programs and trading and investment decisions for each client account. Investment strategies that HHLR provides vary across clients and may vary over time. Markets and Investment Opportunities HHLR primarily invests for client accounts in equity and debt securities, but could, and does, invest in a wide range of securities and other financial instruments including, without limitation: share capital; common and preferred stock (privately-placed and exchange-traded); shares of beneficial interest; partnership interests and similar financial instruments; bonds, notes, debentures and other debt instruments (whether subordinated, convertible, or otherwise); commodities; currencies; interest rate, currency, commodity, equity, debt, and other derivative products (including, without limitation, (i) futures contracts (and options on futures contracts) relating to stock indices, currencies, other financial instruments, and all other commodities, (ii) swaps, participatory notes, options, warrants, caps, collars, floors, and forward rate agreements, (iii) spot and forward currency transactions, and (iv) agreements relating to or securing such transactions); equipment lease certificates; equipment trust certificates; loans; accounts and notes receivable and payable held by trade or other creditors; trade acceptances; contract and other claims; executory contracts; participations; mutual funds; money market funds; structured securities; repurchase agreements; obligations of governments and instrumentalities; commercial paper; certificates of deposit; bankers’ acceptances; trust receipts; choses in action; real estate, including fee interests, leaseholds, mortgages, or other real estate assets; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, corporation, government, or other entity whatsoever, whether or not publicly traded or readily marketable. At times, HHLR makes investments for client accounts that are not freely tradeable or do not have a readily ascertainable market. HHLR invests client assets in a wide range of countries, markets and exchanges in Asia and throughout the world. Clients also face indirect exposure to some or all of the instruments and investments listed above through investments in special purpose vehicles and similar entities. Advisory Services HHLR manages both discretionary and non-discretionary client accounts. HHLR manages client accounts in accordance with any investment restrictions or guidelines set forth in the offering documents for each Fund or, for non-Fund clients, in accordance with the authority delegated to it (including any limits on that authority) under the applicable client’s investment management agreement or governing documents. HHLR consults with each client on its investment objectives and strategies and tailors its services and advice to those objectives and strategies. HHLR had approximately $41.43 billion of assets under management as of December 31, 2022, with approximately $0.40 billion managed on a non-discretionary basis and $41.03 billion managed on a discretionary basis. The amount of assets under management reported in this

Brochure is lower than the amount of “regulatory assets under management” that HHLR reports in Part 1, Item 5 of its Form ADV because Item 5 requires an adviser to report assets under management inclusive of any uncalled commitments and without deducting any outstanding indebtedness or other accrued but unpaid liabilities. To prevent the appearance of an overstatement of HHLR’s assets under management, HHLR has calculated assets under management in this Brochure exclusive of uncalled commitments and taking into account certain unpaid liabilities and outstanding indebtedness. Fund Structures The structure of HHLR’s advisory relationship can vary in accordance with a specific client agreement, and services can be provided by HHLR directly or through an affiliate. Many Funds are organized as master-feeder structures. A master-feeder structure is commonly used to accumulate capital raised from U.S. taxable, U.S. tax-exempt, and non-U.S. investors into one central vehicle – a master fund – in order to enhance the critical mass of investable assets, improve economies of scale under which the fund arrangements operate and enhance operational efficiencies, thereby reducing costs. Other client relationships are structured without a masterfeeder structure, such as a single partnership or company. HHLR commonly serves as, controls, or is under common control with an entity that serves as, a general partner (or similar controlling entity) of Funds organized as partnerships or other structures. The general partner of one Fund could also act as the general partner (or similar controlling entity) of other Funds or investment vehicles. HHLR and the other Hillhouse Investment Group entities advise, in addition to the Funds and accounts disclosed in Item 5.K. and Item 7.B. of Part 1A of the HHLR and the HIM Form ADVs, numerous non-U.S. accounts and vehicles (including PRC funds denominated in renminbi (“RMB”) and co-investment vehicles) which are deemed not to be advisory relationships within the scope of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”) and which are not discussed in this Form ADV. Managed Accounts; QFII HHLR also advises individualized managed accounts on terms that are agreed to with the applicable client. These accounts often involve HHLR providing advisory services with respect to a variety of investments based on an individual client’s specific investment objectives (including, without limitation, investments referencing bespoke requirements, applicable indices and benchmarks and/or market-specific strategies). Managed accounts can be discretionary or non-discretionary. Some managed account relationships include advice given on A Share Investments which can only be made by persons licensed as a Qualified Foreign Institutional Investor (“QFII”) by the China Securities Regulatory Commission (such investments, “QFII Investments”) as well as through the Shanghai – Hong Kong Stock Connect and the Shenzhen – Hong Kong Stock Connect programs (collectively, the “Stock Connect” programs). Other relationships involve other means of direct and indirect exposure to Chinese, emerging markets, and other assets and markets, which can be accomplished through direct investments in securities or by a variety of exchange-traded and over-the-counter derivative instruments. HHLR has a select and limited

number of managed account clients that are eligible for its A Share Investment program (“A Share Managed Account Clients”) and, thus, HHLR consults with each A Share Managed Account Client on its investment objectives and then tailors HHLR’s services and advice to those objectives. HHLR’s role is to advise its A Share Managed Account Clients in the selection of A Share Investments most suited to their investment objectives, and then to manage, monitor, and provide additional investment advice as required in connection with the applicable advisory relationship. Co-Investments HHLR and its affiliates may, from time to time, form, sponsor, manage, arrange, offer or advise investment vehicles or accounts in connection with a particular investment strategy or theme, and also establish, sponsor or advise, on a transaction-by-transaction basis, an investment vehicle or account through which certain persons could invest alongside or independently of one or more clients (each such vehicle or account, a “Co-Investment Arrangement”) in companies in which one or more clients make, or have made, an investment (each, a “Portfolio Company,” and, collectively, “Portfolio Companies”). Certain Co-Investment Arrangements participate in individual investments or a series of related or unrelated investments alongside one or more other clients of HHLR and its affiliates. Certain Co-Investment Arrangements also make investments independently of (and not alongside) other clients of HHLR and its affiliates. In addition, certain Funds (and other HHLR clients) from time to time co-invest with each other. HHLR’s fee and compensation practices for Co-Investment Arrangements are subject to a case-by-case agreement with the applicable investor. Co-investors participating in a Co-Investment Arrangement may pay no management fees or carried interest in connection with the co-investment, or may pay them at a lower rate, and the transaction fees received by HHLR or its affiliates in respect of a co-investor’s pro rata portion of any investment may not offset the management fee paid by the applicable Fund to HHLR or its affiliate. Co-investors will likely also acquire their interest in the Portfolio Company at the same time as the applicable Fund or purchase their interest from the applicable Fund after such Fund has consummated the full investment. Moreover, investors approached as potential coinvestors may not bear any transaction costs of investments that are not consummated or be subject generally to the same risks to which the applicable Fund is throughout the investment process. In sum, awarding a co-investment opportunity to an investor generally may afford it proportionately greater exposure to a particular investment at a proportionately lower cost. In addition, co-investors might have the ability to elect whether or not to participate in follow on investments. Co-investors, however, could be subject to different liquidity terms or achieve different economic returns than other investors in the applicable Fund investing in the same Portfolio Companies. For example, co-investors may not have the ability to leverage certain opportunities, or may not be able to accept or transact in certain distributions in kind available to the investors in the applicable Fund, which could impact liquidity, the timing of distributions, or returns. If HHLR determines to offer co-investment opportunities, HHLR generally will have complete discretion to determine to whom it will offer these co-investment opportunities. HHLR could offer co-investment opportunities to some investors but not all of them, could generally determine the terms and conditions of co-investments in its sole discretion, and the allocations of

any co-investment opportunities among investors (to the extent any investor is offered any coinvestment opportunities) may not correspond to their pro rata interests in the applicable Fund. HHLR will take into account various facts and circumstances deemed relevant for determining allocations relating to co-investment opportunities and establishing co-investment structures. Such factors include, among others, a potential co-investor’s certainty of funding and execution; the potential co-investor’s size of commitment to the applicable Fund; expertise of the coinvestor and its ability to make a meaningful contribution to the co-investment such as in sourcing or completing the transaction or providing operational skill or insight; preferences of the target company; the overall strategic benefit to the transaction, the applicable Fund or HHLR in offering a co-investment opportunity to the potential co-investor; the expertise of the potential co-investor with respect to the geographic location or business activities or industry of the prospective target company; the investment objectives and existing portfolio of the potential coinvestor; the legal or regulatory constraints to which the proposed investment is expected to give rise; ease of process with respect to arranging a co-investment group; other potential legal, regulatory, tax, reporting, public relations, competition, confidentiality, financial and other factors; and other facts or circumstances that HHLR deems appropriate or relevant. HHLR is not required to consider all of these factors, and some factors will be more or less important depending upon the nature of the particular investment and related circumstances. HHLR expects to allocate certain co-investors a greater proportion of an investment opportunity than others as a result of these factors. HHLR, at times, may cause a Fund to temporarily warehouse a portion of an investment opportunity in order to facilitate a co-investment by one or more affiliated or third-party coinvestors. If such co-investment is not ultimately consummated, the Fund will end up holding a larger portion of such investment than it otherwise expected or desired to hold, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic or business conditions. Parallel Investment Entities Clients of HHLR and its affiliates may from time to time utilize parallel investment entities, which invest side-by-side with each other, to address relevant legal, tax, regulatory and similar reasons. One or more clients of HHLR and its affiliates may invest alongside each other in one or more investments, including sidecar funds, co-investment vehicles and clients with similar or identical investment strategies or objectives and clients that have separate and distinct, but overlapping, investment strategies or objectives. In many cases, the exit from such investments will be tied or otherwise coordinated among such co-investing clients. However, such coinvesting clients could have conflicting goals or considerations with respect to the price and timing of disposition opportunities which could result in a client making or exiting its investment at a different effective price or with differing costs or terms from other co-investing clients. HHLR and its affiliates, owes a fiduciary duty to each such client and could face a conflict of interest in respect of the advice it gives to its clients with respect to such coinvestments, including the timing and terms of disposition of such co-investments. Situations could arise where the co-investing clients invest on different (and more favorable) terms and have interests or requirements that conflict with and adversely impact another coinvesting client (for example, with respect to the timing of acquisitions and disposals or control

rights) and, accordingly, investments could be acquired at different times in different parts of the capital structure at lower or higher prices or valuations and on different terms. The different prices paid for, or terms of, securities held by the co-investing clients will create conflicts of interest. One client’s view of the investment and their interests could diverge from other coinvesting clients and the clients will be acting in their own interests and could take actions that are adverse to the interests of other co-investing client(s). In addition, the co-investing clients could exit such investment at different time and/or on different terms, in which case the disposition or other actions of a client could affect the value of other co-investing clients’ investment. Please see “Investment Allocations and Related Conflicts” below for additional information relating to investment allocations. Investment Allocations and Related Conflicts HHLR faces a number of conflicts in allocating investment opportunities among its various clients, including clients with similar or identical trading and investment strategies or objectives and clients that have separate and distinct, but overlapping, trading and investment strategies or objectives. HHLR also faces additional allocation conflicts in connection with certain proprietary or principal vehicles owned or controlled by HHLR and its affiliates. These conflicts are heightened by the fact that the various Funds and other clients sponsored, advised, or managed by HHLR and its various affiliates have different management and incentive fee structures. In circumstances where investment opportunities presented to HHLR or any of its affiliates fall within the investment strategies or objectives of more than one client, HHLR and its affiliates will have significant latitude in determining the allocation of such opportunities among its various clients and third parties. In some circumstances, HHLR will allocate the same or similar trade or investment opportunities among clients and proprietary or principal vehicles. In other circumstances, HHLR will allocate investment opportunities to certain clients or to proprietary or principal vehicles and not to other clients. For example, there are certain investment opportunities where certain clients are unable to participate due to market, regulatory or dealrelated restrictions and requirements. Where investment opportunities fall within the investment strategy or objectives of more than one client, HHLR’s policy is to allocate investment opportunities among eligible clients fairly and equitably, to the extent possible, over a period of time, taking into account a variety of considerations. In an effort to ensure fairness in the allocation of investment opportunities among HHLR’s clients, HHLR has adopted allocation policies, procedures, and processes that permit HHLR to take into account various factors, including: the suitability of the investment for each of HHLR’s clients; HHLR’s clients’ investment objectives, strategies and focuses; the pre-money valuation of the prospective Portfolio Company; the portfolio composition of HHLR’s clients, including market and industry sector exposure, and the anticipated holding period of the prospective investment; the expected amount of capital required for the investment as well as the applicable client’s projected future capacity for investment; the applicable client’s liquidity and reserve levels; the applicable client’s actual or projected capacity for investment and the timing thereof; the applicable client’s targeted rate of return; the stage of development of the prospective Portfolio Company or other investment; the risk profile or other attributes of the investment opportunity; the expected life cycle of the applicable client and its ability to make or dispose of an investment; any allocation

targets (e.g., geographical targets and size targets) of the applicable client; the sourcing of the investment opportunity within HHLR; the nature of returns from the investment (e.g., current income, expected rate of return and long-term capital growth); the management, control or governance rights (or the anticipated management, control or governance rights) of the prospective Portfolio Company; the representation on the board (or similar governing body) or creditors committee (or similar committee with respect to creditors or lenders) of the prospective Portfolio Company; the extent of any covenant, representation, warranty, default rights and remedies in respect of the prospective investment opportunity; the liquidation preference, subordination within equity or debt structure and security of the prospective Portfolio Company; the HHLR personnel who will monitor, oversee or have a level of engagement with the investment opportunity; the potential to gain influence or control over the prospective portfolio investment; the ability of the applicable client to accommodate structural, timing, regulatory, legal, and other aspects of the investment process or the investment itself; legal, tax, contractual, regulatory; and other considerations deemed relevant in good faith. To the extent that all or a portion of an investment opportunity is inappropriate for HHLR’s clients, HHLR, its employees and its affiliates could participate in such opportunities, subject to HHLR’s policies and procedures. Co-Investment Allocation Conflicts. The allocation of co-investment opportunities raises the potential for certain conflicts of interest, including that HHLR has the incentive to allocate such opportunities in a manner that benefits HHLR economically by virtue of fees and other compensation that will be payable to HHLR by the co-investors and/or by encouraging coinvestors to enter into a relationship, or expand their relationship, with HHLR. At times, HHLR offers co-investment opportunities on a systematic basis to investors that make sizeable commitments to or investments in Funds or to other persons or for other reasons, including in connection with broader strategic relationships, and could for administrative convenience or otherwise form one or more special co-investment vehicles for this purpose. HHLR also offers co-investment opportunities to strategic investors (which might include one or more investors in a Fund), including in relation to specific industry sectors, geographies, strategies, or other focus. The exercise of such co-investment rights could limit the amount of the investment opportunity available to a client and will limit the amount of co-investment opportunities available to other potential co-investors. In addition, HHLR could, from time to time, offer co-investment opportunities to its consultants, servicers and certain entrepreneurs and experienced operational professionals in Portfolio Companies for which such consultant, servicer, entrepreneur or experienced operational professional provides services. The size of such co-investment opportunities will depend, in part, on the level of participation in respect of sourcing, evaluating and negotiating a particular portfolio investment. Clients are also permitted to provide credit, equity, or other support, including letters of credit and equity commitment letters, in order to facilitate its and/or a co-investor’s participation in a potential investment. Other co-investors expected to co-invest in a potential investment are not always parties to such undertakings or commitments. To the extent they are not, the funding obligation under an equity commitment letter or similar undertaking and any related commitment as well as the risk of loss with respect to any deposit will remain the primary obligation and risk

of the originating Fund or other investment entity and any co-investors participating in the relevant investment will be liable only for their respective shares of the funding obligation or deposit as and when, and to the extent that they enter into a joinder or other equity commitment undertaking, which (if entered into) typically will not occur until after signing of the relevant transaction documents. In addition, subject to any requirements in respect of principal transactions, HHLR and its affiliates may provide similar support and services. In addition, at times, HHLR causes a Fund to temporarily warehouse a portion of an investment opportunity in order to facilitate a co-investment by one or more affiliated or third-party coinvestors and fund such warehoused investment by calling capital from investors of such Fund and/or drawing down on the applicable Fund’s credit facility. If such co-investment is not ultimately consummated, the Fund will end up holding a larger portion of such investment than it otherwise expected or desired to hold, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic or business conditions. The risk of a coinvestment not being consummated will increase if an investment decreases in value during the warehousing period, which increases the risk that the warehousing Fund will likely be required to bear the losses in connection with any such investment. When co-investors purchase their interest from a warehousing Fund after that Fund has consummated the investment, the price paid by co-investors is determined by HHLR, the relevant Fund general partner, or their affiliates in their sole discretion, taking into account the cost of the investment to such Fund, the cost of capital and other factors and might not reflect the full cost incurred by such Fund in connection with the investment, any interest charge on the co-investment amount, the cost of establishing the credit facility utilized to acquire the investment (if applicable) or the risk borne by such Fund in connection with purchasing and warehousing the investment.

HHLR also enters into arrangements to receive performance-based fees/allocations, with rates and other terms being individually agreed to with the applicable client. HHLR assesses performance-based fees/allocations based on realized and unrealized capital appreciation. In certain instances, such performance fees/allocations are subject to a threshold amount, hurdle, benchmark or preferred return. In some cases, HHLR receives a portion of its clients’ realized investment profits as performance fees/allocations upon disposition of the relevant investment, but in other cases HHLR deducts or receives performance-based fees/allocations from client accounts annually, or collects them directly from clients on an annual basis, which such fees/allocations generally are rolled over or reinvested into client accounts, thereby increasing

HHLR’s proportionate interest in such client accounts. HHLR’s fee and compensation practices for Co-Investment Arrangements are subject to a case-by-case agreement with the applicable client. Neither HHLR nor any of its “supervised persons” (as defined in the glossary of terms to the SEC Form ADV) accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Performance-Based Compensation HHLR receives performance-based fees and allocations, as described above. HHLR agrees to or arranges such fees/allocations with clients before entering into advisory relationships and fees and other economic terms are agreed to on a client-by-client basis and terms vary among clients. The receipt of performance-based compensation creates an incentive for HHLR to make investments that are riskier or more speculative than those HHLR would otherwise make in the absence of such incentive compensation. HHLR addresses this conflict by focusing on long-term relationships with its clients and Fund investors, and by managing the client assets in accordance with the applicable advisory agreement and/or governing documents. HHLR charges clients both asset-based fees and performance-based fees/allocations. Charging asset-based fees and performance-based fees/allocations creates a conflict of interest because it creates an incentive to allocate the best-performing assets into client accounts on which HHLR charges performance-based fees/allocations. Additionally, the allocation of performance fees and allocations at different rates, or subject to different hurdle rates or preferred returns, creates an incentive for HHLR or its affiliates to disproportionately allocate time, services, or functions to accounts or vehicles with higher fees/allocations (or subject to a lower hurdle rate or preferred return), or to allocate investment opportunities to such accounts or vehicles. HHLR and its advisory affiliates recognize the possibility of such a conflict being detrimental to their clients and seek to address it through HHLR’s allocation policies, procedures, and processes, and other relevant measures. Please see Item 4, “Investment Allocations and Related Conflicts” for additional information on HHLR’s investment allocation policies, procedures, and processes. HHLR does not charge performance-based fees where such an arrangement would violate Section 205 of the Advisers Act, pursuant to Rule 205-3 thereunder. Valuation of Assets The asset management fees and the performance-based fees/allocations charged to or made by a client are calculated based on valuations ascribed to a client’s holdings by HHLR, which presents a conflict. Valuations are also used for determining the prices at which interests in Funds are redeemed or purchased, or at which HHLR’s performance-based fees/allocations are rolled over or reinvested in client accounts, underscoring the importance of the need to address any such conflict. HHLR addresses this conflict by adhering to its valuation practices, which include: •

Engaging third party administrators, auditors, pricing sources, and valuation agents, from time to time, to assist in certain valuation processes and confirmations; and

•

A Valuation Committee that seeks to implement HHLR’s valuation policies and procedures and to make determinations and recommendations regarding the valuations ascribed to client holdings.

HHLR’s valuation policies and procedures generally (i) seek to ensure that HHLR’s determinations of fair value of client assets is appropriate, (ii) require all such determinations to be made in good faith, and (iii) address relevant accounting standards. Specific valuation procedures differ based on the type of security and/or instrument and the observability of market inputs. Certain terms related to HHLR’s valuation policies and procedures are incorporated into written investment management agreements entered into with its clients and/or a Fund’s governing documents. There can be no assurance that the value assigned to an investment at a certain time will equal the value that a client is ultimately able to realize. Expenses and Other Fees Each client bears its own expenses and HHLR’s general policy is that it assesses expenses against client accounts to the extent that such expenses are permissible client expenses under the applicable client agreements. Allocable client expenses generally include: management fees and performance fees/allocations; organizational and administration fees and expenses; taxes; costs incurred in connection with the researching, evaluation, acquisition, monitoring and disposition of investments (whether or not consummated); transaction costs; financing costs; insurance costs; certain regulatory and tax compliance costs; and fees relating to service providers engaged for a client’s business and operations, including, without limitation, attorneys, auditors, accountants, valuation services, consultants, and custodians; and such other fees and expenses as are provided for under the arrangement with each client. HHLR (or an affiliate), in certain circumstances, will pay a client expense out-of-pocket and be reimbursed by offsetting from proceeds otherwise payable to such client. Certain expenses are charged to more than one client, in which case HHLR determines the appropriate allocation of expenses among each client depending on the nature of the expense. Certain expenses are allocated between clients on a pro rata basis (as appropriate) while others are allocated more specifically based on other factors, such as the relevant clients that have incurred the cost or received the benefit arising from the expenses. Clients incur brokerage and other transaction costs. Please see Item 12, “Brokerage Practices” below for a discussion of certain brokerage expenses. HHLR has no affiliated broker-dealers. HHLR could elect to (or to cause its affiliates to) rebate, offset, or return directly to the client account cash and non-cash consideration received or due to it as a result of actions taken with respect to a client’s investment, including, e.g., customary break-up fees, commitment fees, monitoring and directors’ fees and transaction, financing, divestment and other similar fees (all to the extent that the receipt of such monies is consistent with applicable law). HHLR’s and its affiliates’ obligations to do so will be governed by the agreements with each affected client, which could include provisions on the calculation of non-cash consideration.

HHLR or its affiliates currently, and will from time to time, provide services (including advisory services) to Portfolio Companies. In such a situation, HHLR (or an HHLR affiliate) is, and will be, entitled to compensation from these Portfolio Companies, notwithstanding the fact that HHLR (or any such affiliate) is entitled to compensation from the parent client entity. The receipt of such compensation could adversely impact the performance of the relevant Portfolio Companies, and the amount of such compensation and its financial impact on a Portfolio Company may not be specifically reported to investors or clients. In certain cases, HHLR (or a relevant affiliate) could be obligated to, in accordance with the agreements with each relevant client, or could determine to, rebate, offset, or return directly to the client account compensation owed to it by a client by some or all of the compensation payable to it by a Portfolio Company, but this will not always be the case. Please see Item 10, “Relationships and Transactions with Portfolio Companies” for additional information on HHLR’s services arrangements with Portfolio Companies. There can be no assurance that any such compensation will be established on an arm’s length basis. Out-of-pocket expenses associated with a completed investment made by the applicable client generally are borne by the relevant Portfolio Company or a related investment vehicle through which the investment is made by such applicable client and may be capitalized as part of the acquisition price of the relevant transaction to the extent not reimbursed by a third party. Where the relevant Portfolio Company bears such expenses, each direct and indirect equity owner of the company will indirectly bear a portion of such expenses. In certain transactions, however, certain expenses could be allocated to and borne by (a) holding companies or other vehicles through which certain, but not all, of the direct and indirect equity owners of the Portfolio Company invest or (b) a specific client. For instance, certain deal expenses required to be incurred due to regulatory requirements relating to a specific client may in some situations be allocated to such client. In such circumstances, this will result in such client bearing a greater portion of such costs and expenses than would be the case if such costs were paid by the relevant Portfolio Company. Refunds and Fee Waivers In the event of the termination of a client’s advisory agreement during a quarterly period, to the extent required under such client’s advisory agreement, such client, without request, will receive a pro rata refund of the portion of the asset management fee paid in advance for the remaining balance of the quarter. Certain one-time or other up-front fees may not, in accordance with the terms of the relevant client agreement, be refunded, reduced, or waived based upon a shorter service period. Additionally, unless otherwise agreed to with a client, HHLR generally assesses a pro rata asset management fee to any client account created on any date other than the first day of any calendar quarter. HHLR has the authority to, in its sole discretion, waive all or part of any fees or expenses payable by or attributable to its clients, their underlying investors, or their assets. Certain of HHLR, its affiliates and/or each of their personnel have invested in one or more of its Funds directly or indirectly through vehicles established by HHLR or its affiliates for their personnel. HHLR, its affiliates and/or many of its affiliates’ personnel are not generally subject to asset management fees or performance-based fees/allocations with respect to their investments in the Funds.

accounts and vehicles (including co-investment vehicles) that are not deemed advisory clients under the Advisers Act and not discussed in this Brochure. HHLR also provides investment advice to institutional clients such as endowments, foundations, non-profit organizations, pensions, corporates, government entities, family offices, trusts, and other businesses or institutions. Minimum Account Size Certain of the Funds require a minimum capital commitment or investment amount, but the general partners of such Funds may accept capital commitments or investment amounts in lesser amounts in their sole discretion. HHLR generally does not require clients or investors to maintain a minimum investment to continue an advisory relationship or to remain invested in the Funds. Advisory Agreements HHLR’s clients typically enter into a written investment management, advisory, or similar agreement (and/or enter into or become subject to a limited partnership or similar organizational agreement with HHLR or one of its affiliates) in establishing an advisory relationship with HHLR or its affiliates. HHLR will not assign any advisory agreements without client consent.

HHLR’s analysis continues with ongoing due diligence and monitoring after an investment is entered into a client’s portfolio. Sources of Information HHLR incorporates local expertise stemming from grassroots research to generate powerful independent and proprietary views that drive its investment strategy. HHLR generally adheres to an exhaustive research framework, including, as appropriate, face-to-face communication with management, analysis of publications and other media, site visits, expert networks, analysis of data and information from clients and Portfolio Companies, and dialogue with suppliers, customers, and competitors. Please see Item 10, “Expert Networks” and “Data” below for some potential conflicts of interest that are expected to arise from using these sources of information. Investment Strategies General Strategy. HHLR invests globally and focuses on understanding fundamental risks, uncovering long-term growth potential, and targeting industries that it understands and can monitor. HHLR’s investment decisions are based on bottom-up analysis and research. HHLR generally focuses on publicly-listed (or similarly liquid) investment opportunities across multiple industries, but it could also participate in private (or otherwise less liquid) investment opportunities. Broadly speaking, HHLR’s investment recommendations and decisions are made based on fundamental analyses. However, HHLR will purchase and sell investments for clients at what it considers to be advantageous times (for example, if HHLR views the economic value of a particular company to be uncorrelated with the price at which such company’s shares trade and wants to capture a buying or selling opportunity in the market). Short Strategy and Hedging. HHLR, from time to time, utilizes short sales and maintains short positions in order to hedge risks that are present in or that could affect a client portfolio, to generate returns for a client account, or to structure and manage risks in an investment strategy. Current regulations on A Shares Investments place limits on the ability to engage in short sales with respect to such instruments, which may affect certain clients’ portfolios. These limits may or may not be revised in the future. Risk Factors Clients should be aware that any investment with HHLR involves a high degree of risk and is suitable only for investors of substantial means who have no need for liquidity with respect to the amount invested and can afford to lose all of their investment. There can be no assurances that HHLR’s clients will receive any return of, or on, their capital.

Investors are advised to review the applicable Fund’s offering materials for a more extensive description of the risks of investing in the Funds. General Risks Investment risks include, but are not limited to, the following: Risk of Loss. HHLR does not guarantee the future performance of any client portfolio, the success of any investment decision, strategy, or advice that HHLR could employ or provide, or the success of HHLR’s overall management of any client. Any investment made in connection with HHLR’s advice or management involves significant risk, including the risk of loss of all or substantially all capital invested. Investors should be prepared to bear the loss of the entire amount of their investment. International Investments Risk. HHLR’s investments include equity and debt securities in a number of international jurisdictions including securities with a substantial relationship with Asia and also securities relating to the United States and Europe. International investments involve a broad range of political, economic, legal, tax, and financial risks. Many of these risks are not typically associated with investments in securities of companies in economies that are developed and have been regulated over a longer period of time. These risks include: (i) less publicly available information; (ii) varying levels of governmental regulation and supervision; (iii) the difficulty of enforcing legal rights in a foreign jurisdiction and uncertainty as to the status, interpretation and applications of laws and (iv) foreign exchange controls. Moreover, non-U.S. companies may not be subject to the same accounting, auditing, and financial reporting standards, practices, and requirements comparable to those applicable to companies in other countries or regions, such as U.S. companies. Further, investing in securities of non-U.S. entities that are generally denominated in non-U.S. currencies and utilization of options on non-U.S. securities involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of the U.S. government or entities organized or domiciled in the U.S. These considerations include, among others, changes in exchange rates and exchange control regulations; political and social instability; expropriation or confiscatory taxation; imposition of foreign taxes; less liquid markets and less publicly available information than is generally the case in the U.S.; higher transaction costs; foreign government restrictions; less government supervision of exchanges, brokers and issuers; greater risks associated with counterparties and settlement; difficulty in enforcing contractual obligations and legal rights, and uncertainty as to the status, interpretation and application of laws; and greater price volatility. Further, income or proceeds received by a client from sources within some countries could be reduced by withholding and other taxes imposed by such countries. Any such taxes paid by a client will reduce its net income or return from such investments. Emerging Markets Risk. Investing in an emerging market involves additional risks and special considerations not typically associated with investing in other more established economies or securities markets. Emerging economies differ from other large economies in many respects, including the level of development, growth rate, and allocation of resources.

Such risks could include: (i) increased risk of nationalization, expropriation of assets, or confiscatory taxation; (ii) greater social, economic, and political uncertainty, including war; (iii) higher dependence on exports and the corresponding importance of international trade; (iv) greater volatility, less liquidity, and smaller capitalization of securities markets; (v) greater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) greater controls on foreign investment and limitations on repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars; (viii) increased likelihood of governmental decisions to cease support of economic reform programs or to impose centrally planned economies; (ix) differences in auditing and financial reporting standards, which could result in the unavailability of material information about issuers; (x) less extensive regulation of the securities markets; (xi) longer settlement periods for securities transactions and less reliable clearance and custody arrangements; (xii) less protection through registration of assets; (xiii) less developed corporate laws regarding fiduciary duties of officers and directors and protection of shareholders and other interest holders; and (xiv) less developed laws regarding internal controls designed to ensure the accuracy of financial reporting and third-party attestation of the effectiveness of those controls. Moreover, the value of HHLR’s investments could be adversely affected by uncertainties associated with international political developments. Changes in political, economic, and social conditions and government policies in Asia could have a substantial detrimental impact on HHLR’s clients’ investments. These changes could include: (i) promulgation of new laws, regulations, and economic policies; (ii) changes in the interpretation or enforcement of laws or regulations; (iii) introduction of measures to control inflation or stimulate growth; (iv) changes in the rate or method of taxation; and (v) the imposition of additional restrictions on currency conversion and remittances abroad. Political/Sovereign Risk. With respect to any emerging market country, there is a heightened risk of nationalization, expropriation or confiscatory taxation, political changes, government regulation, economic or social instability or diplomatic developments (including war) which could affect adversely the economies of such countries and the value of clients’ investments in those countries. In addition, the inter-relatedness of the economies in emerging market countries has deepened over the years, with the effect that economic difficulties in one country often spread throughout the region. No assurance can be given that clients’ investments will not be adversely affected by circumstances in countries outside of where investments are located. Availability of Suitable Investment Opportunities and Investment Risk. For HHLR’s investment strategies to be successful, it must be able to identify and select appropriate investment opportunities. Additionally, HHLR competes for investment opportunities with operating companies, financial institutions, and other institutional investors, including private equity, hedge, and other investment funds, which could negatively impact HHLR’s ability to take advantage of suitable investment opportunities. Successful implementation of the investment strategy adopted by HHLR requires accurate assessments of general economic conditions, the detailed analysis of individual companies or industries, the relationship between a security and its derivatives, the risk correlation between a wide variety of investments, and the future behavior of other financial market participants. Even with the most careful analysis, the direction of the financial markets is often driven by unforeseeable economic, political, and other events and the reaction of market participants to these events. HHLR’s clients should be aware that the value of their investments and the return derived from them could fluctuate. There can be no

assurance that HHLR’s strategy will be successful and an unsuccessful strategy could result in significant losses to HHLR’s clients’ investments. Further, there can be no assurance that the investments HHLR chooses will achieve HHLR’s clients’ investment objectives. Additionally, though investments are monitored in accordance with HHLR’s policies, as well as risk management policies and restrictions in prospectuses, investment advisory agreements or governing documents, there can be no guarantee that losses will be avoided at all times. There is a risk that HHLR’s clients’ investments will be lost entirely or in part. Past performance should not be construed as an indication of the future results of an investment that HHLR monitors, recommends, or trades for its clients. Strategy Risk. Fundamental analysis, by itself, does not attempt to anticipate market movements. This presents a potential risk and, although HHLR considers overall market conditions in its investment strategies, the price of a security could move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the investment. Likewise, HHLR’s long-term growth strategy might not take advantage of short-term gains that could be profitable. If HHLR’s predictions are incorrect, a security could decline sharply in value before client investments are sold. Hedging Policies/Risks. In connection with the consummation of investments, HHLR’s clients might or might not employ hedging techniques designed to protect such clients against adverse movements in currency or prices. In the event a client does employ hedging techniques, it will do so in order to: (i) protect against possible changes in the market value of such client’s investment portfolio resulting from fluctuations in the markets and changes in interest rates; (ii) protect such client’s unrealized gains in the value of its investment portfolio; (iii) facilitate the sale of any securities; (iv) enhance or preserve returns, spreads or gains on any security in such client’s portfolio; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any of such client’s securities; (vii) protect against any increase in the price of any securities such client anticipates purchasing at a later date; or (viii) act for any other reason that HHLR deems appropriate. HHLR’s clients are not generally required to hedge any particular risk in connection with a particular transaction or its portfolio generally. HHLR might be unable to anticipate the occurrence of a particular risk and, therefore, might be unable to attempt to hedge against it. While HHLR’s clients could enter into hedging transactions to seek to reduce risk, such transactions could result in a poorer overall performance for HHLR’s clients than if they had not engaged in any such hedging transaction. Moreover, the portfolio will always be exposed to certain risks that cannot be hedged. Leverage and Borrowing. HHLR’s clients leverage their investment activities. The use of leverage allows HHLR’s clients to make additional investments, thereby increasing their exposure to assets, such that their total assets could be greater than their capital. However, leverage also magnifies the volatility of changes in the value of clients’ portfolio. As discussed herein, the effect of the use of leverage by HHLR’s clients in a market that moves adversely to their investments could result in losses to such clients, which would be greater than if such clients were not leveraged. HHLR’s clients pledge their securities to counterparties in order to borrow or otherwise obtain leverage for investment or other purposes. Should the securities pledged to counterparties to secure HHLR’s clients’ margin accounts decline in value, clients could be subject to a “margin

call,” pursuant to which clients must either deposit additional funds or securities with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. The banks and dealers that provide financing to HHLR’s clients can apply essentially discretionary margin, “haircut,” financing and collateral valuation policies. Changes by counterparties in any of the foregoing could result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. HHLR’s clients also borrow money from and/or enter into guarantees, pledges or financing arrangements with third-parties or investors to make investments or satisfy other obligations outside of a brokerage arrangement. The terms of any such borrowings, guarantees, pledges or financing arrangements could require HHLR’s Funds and other clients to pledge or encumber their assets to provide security to any such counterparty. Such counterparties that provide other types of asset-based or secured financing to HHLR’s clients could have rights similar to those of brokers providing leverage. The lender could provide HHLR’s Funds and other clients varying levels of credit, or no credit at all, for different investors, but all investors would still participate in the benefits and risks associated with the use of credit. Borrowing arrangements involve costs and expenses, including interest on amounts borrowed, which are generally for the account of the relevant client. Because the interest rate for certain credit facilities is based in part on the creditworthiness of all the underlying investors and the terms of the applicable client’s governing documents, it could be higher than the interest rate an investor could obtain individually. In certain situations, a client could also pay a fee on the undrawn portion of a credit facility, a onetime financing fee and/or other recurring fees and expenses. There can be no assurance that clients will be able to secure or maintain adequate financing. Amounts borrowed under a credit facility could be secured by pledges of the rights held by the respective clients’ general partners to call capital from, or the right of a client to receive amounts funded by, investors or other collateral, including clients’ assets. Such borrowing subjects investors to other risks and costs, which would be expected to significantly increase if a client borrows based on its net asset value, especially if such net asset value subsequently decreases materially. Borrowings generally may be used for any partnership or corporate purpose, including payments of expenses and management or similar fees to HHLR or one of its affiliates. As described herein, all such borrowings will generally be subject to interest, transaction and other costs, and other types of leverage also involve transaction and other costs. There is no guarantee that any such costs will be recovered by a client's investment returns. The use of leverage will decrease the investment return if such client fails to recover the cost of such leverage. Equity Risk. Because of the nature of HHLR’s investment strategies, clients are subject to the risk that prices will fall over short or extended periods of time, and clients could lose all, or a substantial portion, of the value of their investments. Risks Associated With Publicly Traded Securities. HHLR clients generally invest in publicly traded securities. When investing in public securities, HHLR and its clients will generally be unable to obtain financial covenants or other contractual rights, including management rights, that they might otherwise be able to obtain in making privately negotiated investments. Moreover, HHLR and its clients might not have the same access to information in connection with investments in public securities, either when investigating a potential investment or after

making an investment, as compared to privately negotiated investments. Public securities can also be suspended from trading by the relevant stock exchange(s) without notice and for indefinite periods of time. Furthermore, clients would be limited in their ability to make investments, and to sell existing investments, in public securities if HHLR or its affiliates have material, non-public information regarding the issuers of those securities or as a result of other internal policies. Historically, there have been certain instances where the possession of material, non-public information regarding an issuer by HHLR or its affiliates has limited or restricted HHLR’s ability to transact in the relevant public securities. The inability to sell public securities in these circumstances could materially adversely affect the investment results of clients. In addition, clients could sell a Portfolio Company to a public company where the consideration received consists (at least in part) of stock of the public company, which could be subject to lock up periods. Client investments in securities of publicly traded companies will be sensitive to movements in the stock market and trends in the overall economy. Moreover, the ability of Portfolio Companies to refinance debt securities will depend for example, on their ability to sell new securities in the public high yield debt market. Business Risk. Investments made by HHLR’s clients might report poor results and industry and/or economic trends and developments could have a greater impact on certain companies in comparison to the market as a whole. The prices of these companies’ securities could decline in response. Market Risk and Disruptions. Clients and Portfolio Companies could be materially affected by market, economic and political conditions globally, and in the jurisdictions and sectors in which they invest or operate, such as the United States, Europe and Asia, including factors affecting interest rates, the availability of credit, currency exchange rates and trade barriers. These factors are outside HHLR’s control, and could adversely affect the liquidity and value of clients’ investments and could reduce the ability of clients to make attractive new investments. The price of a security could decline in response to certain tangible and intangible events and conditions, including, but not limited to: conditions directly involving the issuers of the securities; general economic conditions; overall market changes; local, regional, or global political, social, or economic instability; governmental responses to economic conditions; and currency, interest rate, and commodity price fluctuations. Such events are beyond HHLR’s control and could be independent of a security’s particular underlying circumstances. Further, the global financial markets have undergone and could further undergo pervasive and fundamental disruptions that have led to extensive and unprecedented governmental intervention. Such intervention has, in certain cases, been implemented on a sudden and “emergency” basis. This has substantially limited the ability of market participants to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, as one would expect given the complexities of the financial markets and the limited time frame within which governments have felt compelled to take action, these interventions could be perceived as unclear in scope and application and such perceptions can contribute to general uncertainty in the markets. Clients could incur major losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships (on which HHLR could base its advice) become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. Market disruptions

could from time to time cause dramatic losses for HHLR’s clients, and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk. It is impossible to predict what additional interim or permanent governmental restrictions could be imposed on the markets and/or the effect of such restrictions on HHLR’s strategies. Convertible Securities. Clients could invest in convertible securities, including (but not limited to) bonds, debentures, notes, preferred stock, securities-related contracts or other securities that could be converted into or exchanged for an amount of securities of, or other rights relating to, the same or different issuer within a particular period of time at a specified price, formula or other calculation methodology. A convertible security could entitle its holder to receive interest that could be paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. In certain situations, the investment value of a convertible security could be influenced by changes in interest rates. The credit standing of the issuer and other factors could also have an effect on the convertible security’s investment value. A convertible security could be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a client is called for redemption, such client will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on a client’s ability to achieve its investment objective. Interest Rate Fluctuations Risk. The prices of some of the financial derivative instruments in which HHLR might invest client assets could be sensitive to interest rate fluctuations. Unexpected fluctuations in interest rates could cause the corresponding prices of HHLR’s clients’ long and short positions to move in directions that were not initially anticipated. Additionally, interest rate increases generally will increase the costs of borrowing. To the extent that interest rate assumptions underlie the hedge ratios implemented in hedging a particular position, fluctuations in interest rates could invalidate those underlying assumptions and expose HHLR’s clients to losses. Investments in Non-OECD Countries. Some countries that HHLR’s clients invest in are not members of the Organisation for Economic Co-operation and Development (the “OECD”). Investments in non-OECD countries could be subject to more substantial risks in political and macro-economic conditions, such as significant currency fluctuations, changes in governmental controls over the economy and high rates of inflation. Many non-OECD countries have experienced these problems in the past. There can be no assurance that a recurrence of such problems will not have a materially adverse effect on clients’ investments. Moreover, the economies of non-OECD countries generally are more heavily dependent upon international trade than those of OECD countries and, accordingly, have been and could continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. Expropriation, confiscatory taxation, nationalization, political, economic or social instability or other developments could adversely affect clients’ investments in non-OECD countries. Risks Related to Less Liquid Investments

Liquidity Risk. Some companies or investments in which HHLR’s clients invest might not be well known, could have few shares outstanding, could have contractual or regulatory restrictions on disposal, or could be particularly susceptible to political and economic events. Securities issued by such companies could be difficult to buy or sell and the value of such securities could rise and/or fall substantially before such securities could be bought or sold. Uncertain Exit Strategies. HHLR is unable to predict with confidence what the exit strategy will ultimately be for any investment, or that one will definitely be available. Exit strategies which appear to be viable when an investment is initiated could be precluded by the time the investment is ready to be realized due to economic, legal, political or other factors. In some cases a client will be prohibited by contract or other limitation from selling certain securities or instruments for a period of time (e.g., due to limitations on sale arising from contractual lockups, obligations to receive consent to transfer or assign interests, or rights of first offer), and as a result might not be permitted to sell an investment at a time it might otherwise desire to do so. Further, disposition of such investments could require a lengthy time period or result in distributions in kind to investors. Thus, the range of disposal strategies available to clients would be further limited. Valuation of Investments. Clients’ investments include securities or other financial instruments or obligations that are very thinly traded or for which no market exists and which could be difficult to value accurately. Although HHLR will determine the fair value of such investments based on various factors and could engage an independent third party to review such valuations, the valuation of such investments is inherently subjective and subject to increased risk that the information utilized to value the investment or to create price models might be inaccurate or subject to other errors. In addition, securities which HHLR believes are fundamentally undervalued or overvalued might not ultimately be valued in the capital markets at prices and / or within the time frame HHLR anticipates. Because of this significant uncertainty as to the valuation of illiquid investments, the values of such investments might not necessarily reflect the values that could actually be realized by clients. Under certain conditions a client could be forced to sell its investments at lower prices than it had expected to realize or defer – potentially for a considerable period of time – sales that it had planned to make. In addition, under limited circumstances, HHLR might not have access to all material information relevant to a valuation analysis with respect to an investment. As a result, the valuation of an investment, could be based on imperfect information and is subject to inherent uncertainties. Additional Capital Requirements of Portfolio Companies. Certain Portfolio Companies or pooled investment vehicle holdings, especially those in a development, acquisition, or “platform” phase, from time to time require additional financing to satisfy working capital requirements or acquisition strategies. Following its initial investment in a company, a client could be called upon to provide additional capital to, or have the opportunity to increase its investment in, an investment opportunity. Although clients could make a follow-on investment, there is no assurance that those clients and their co-investors (if any) will provide all necessary follow-on capital. The amount of such additional financing will depend upon the maturity and objectives of the particular Portfolio Company. Each such round of financing (whether from a Fund or other investors) is typically intended to provide a Portfolio Company with enough capital to reach the next major corporate milestone, and the amount of such additional funding will depend upon the

maturity and objectives of such Portfolio Company. If the funds provided are not sufficient, a Portfolio Company might have to raise additional capital at a price unfavorable to the existing investors, including the relevant client, or there could be severe penalties for a failure to fund required contributions. In addition, a client or such other investor might make additional debt and equity investments or exercise warrants, options or convertible securities that were acquired in the initial investment in a Portfolio Company in order to preserve the Fund’s proportionate ownership when a subsequent financing is planned, or to protect the such Fund’s investment when such Portfolio Company’s performance does not meet expectations. The availability of capital is generally a function of capital market conditions that are beyond the control of the applicable Fund or any Portfolio Company. There can be no assurance that the applicable Fund or a Portfolio Company will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Bridge Financings. From time to time, a client might lend with respect to an investment or a potential investment on a short-term, unsecured basis (including, without limitation, in the form of loans, convertible debt or other forms of credit) in anticipation of a future issuance of more permanent, long-term equity or debt securities or other refinancing or syndication. Such bridge loans would typically be convertible into a more permanent, long-term security. However, for reasons not always in such client’s control, such long-term securities might not be issued and such bridge loans could remain outstanding. In such event, the interest rate on such loans might not adequately reflect the risk associated with the unsecured position taken by such client. Nature of Investment. Certain clients could invest in companies that are experiencing or are expected to experience severe financial difficulties, which difficulties might never be overcome. Such investments are considered highly speculative and could result in the loss of the relevant clients’ entire investment. Since certain clients might only make a limited number of investments and since many of HHLR’s investments could involve a high degree of risk, poor performance by a few of its investments could significantly reduce the total returns to such clients. HHLR could have limited ability to evaluate the management of such companies based on past performance, and such companies could rely more on individual members of the management team than would be the case for more established companies. Instances of fraud and other deceptive practices committed by the management teams of portfolio companies in which a client has an investment could undermine HHLR’s due diligence efforts with respect to such companies. If such fraud is discovered, it could materially adversely affect the valuation of a client’s investments and could contribute to overall market volatility that could negatively impact a client’s investments. Third Party Involvement. From time to time, HHLR’s clients co-invest in Portfolio Companies with one or more third parties. Such investments could involve risks in connection with such third-party involvement, including the possibility that a third-party co-investor could have financial, legal, or regulatory difficulties, resulting in a negative impact on such investment, could have economic or business interests or goals which are inconsistent with the relevant clients, or could be in a position to take or block action in a manner contrary to such clients’ investment objectives. In addition, clients could, in certain circumstances, be liable for the actions of such third-party co-investors. In circumstances where a management group is included as a third-party co-investor, such third party could receive compensation arrangements relating to

such investments, including incentive compensation arrangements or fees based on the value of assets managed, that could cause its interests to diverge from those of clients. Reliance on the Management of Portfolio Companies. Although it is HHLR’s intention to ensure that Portfolio Companies have strong management teams and/or to assist in enhancing management teams, there can be no assurance that any Portfolio Company’s management team will be able to operate successfully. HHLR could have limited ability to evaluate the management of such companies based on past performance, and such companies could rely more on individual members of the management team than would be the case for more established companies. Instances of fraud, other deceptive practices and/or other misconduct committed by the management teams of Portfolio Companies in which a client has an investment could undermine HHLR’s due diligence efforts with respect to such investments or otherwise adversely affect the operations of the Portfolio Companies. If such fraud, other deceptive practices and/or other misconduct is discovered, it could materially adversely affect the valuation of a client’s investments. Non-Controlling Investments. HHLR expects that in most circumstances clients will hold less than fifty percent (50%) of the outstanding voting interests of a number of their Portfolio Companies, or could hold investments in securities that do not entitle them to voting rights, and therefore would have a limited ability to protect its investments in any such Portfolio Company. If appropriate given the ownership stake of a particular client, HHLR might negotiate for representation on the board of directors of a Portfolio Company or appropriate minority shareholder and supervisory rights to protect such client’s investment. However, there can be no assurance that these measures will give HHLR the influence it would need to protect such client’s investment. As a result, clients will be subject to the risk that a Portfolio Company it does not control, or in which it does not have a majority ownership position, can make business decisions with which it disagrees, and the equity holders and management of such a Portfolio Company might take risks or otherwise act in ways that are adverse to clients’ interests. If a client lacks the necessary liquidity in such Portfolio Company, HHLR might not be able to dispose of such client’s investments in the event that it disagrees with the actions of such Portfolio Company, and if not, such client would therefore suffer a decrease in the value of such client’s investment. Dependence on Patents, Trademarks and Other Intellectual Property. Certain client investments will depend heavily on intellectual property rights, including patents, trademarks and servicemarks. The ability to effectively enforce patent, trademark and other intellectual property laws will affect the value of many of these companies. Patent disputes are frequent and can preclude commercialization of products, and patent litigation is costly and could subject a Portfolio Company to significant liabilities to third parties. The presence of patents or other proprietary rights belonging to other parties could lead to the termination of the research and development of a Portfolio Company’s particular product. Environmental and Climate Risks. The ordinary operation of, or the occurrence of an accident with respect to, a Portfolio Company asset could cause major environmental damage, which could result in significant financial distress to such asset or Portfolio Company if not covered by insurance. In addition, persons who arrange for the disposal or treatment of hazardous materials could also be liable for the costs of removal or remediation of these materials at the disposal or treatment facility, whether or not that facility is or ever was owned or operated by those persons.

Certain environmental laws and regulations could require that an owner or operator of an asset address prior environmental contamination, which could involve substantial cost. Such laws and regulations often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of environmental contamination. Clients could therefore be exposed to substantial risk of loss from environmental claims arising in respect of their investments. Furthermore, changes in environmental laws or regulations or the environmental condition of an investment might create liabilities that did not exist at the time of its acquisition and that could not have been foreseen. Community and environmental groups could protest about the development or operation of Portfolio Company assets, which could induce government action to the detriment of clients and their investments. New and more stringent environmental or health and safety laws, regulations and permit requirements, or stricter interpretations of current laws, regulations or requirements, could impose substantial additional costs on a Portfolio Company, or could otherwise place a Portfolio Company at a competitive disadvantage compared to other companies, and failure to comply with any such requirements could have an adverse effect on one or more Portfolio Companies. Even in cases where clients are indemnified by the seller with respect to an investment against liabilities arising out of violations of environmental laws and regulations, there can be no assurance as to the financial viability of the seller to satisfy such indemnities or the ability of clients to achieve enforcement of such indemnities. While HHLR sees economic opportunities in climate change and carbon reduction, global climate change is widely considered to be a significant threat to the global economy. Potential investments could in particular face risks from the physical effects of climate change, such as risks posed by increasing frequency or severity of extreme weather events and rising sea levels and temperatures. Additionally, the Paris Agreement and various other initiatives by national, regional and international policymakers and regulatory authorities as well as private actors such as community or environmental groups or corporate shareholders seeking to reduce greenhouse gas emissions could expose such assets to so-called “transition risks” in addition to physical risks, such as: (a) regulatory and litigation risk (e.g., changing legal requirements that could result in increased permitting and compliance costs, changes in business operations, or the discontinuance of certain operations), (b) technology and market risk (e.g., declining market for products and services seen as less effective than alternatives in reducing greenhouse gas emissions) and (c) reputational risk (e.g., risks tied to changing customer or community perceptions of an asset’s relative contribution to greenhouse gas emissions). Furthermore, HHLR considers climate risk as one of many factors when assessing the value of an investment and deciding when to acquire or dispose of an asset. Accordingly, these environmental and climate risks could have a material adverse effect on the liquidity or economic returns of an investment for the relevant client. ESG Considerations. The Hillhouse Investment Group maintains an environmental, social and governance (“ESG”) policy and seeks to integrate certain ESG factors into its investment process in accordance with its policy and subject to its fiduciary duties and any applicable legal, regulatory or contractual requirements. There is no guarantee that the Hillhouse Investment Group will be able successfully to implement its ESG policy. For avoidance of doubt, however, the Primary Advisers do not expect to subordinate a Fund’s investment returns as a result of the consideration of any ESG factors. Further, ESG practices are evolving rapidly and there are

different principles, frameworks, methodologies, and tracking tools being implemented by other asset managers, and the Hillhouse Investment Group adoption and adherence to various such principles, frameworks, methodologies and tools is expected to vary over time. There is also a growing regulatory interest across jurisdictions in improving transparency regarding the definition, measurement and disclosure of ESG factors. The Hillhouse Investment Group’s ESG policies could become subject to additional regulation in the future, and it cannot guarantee that its current approach will meet future regulatory requirements. Access to Information. HHLR and its clients will not necessarily have access to all available information to determine fully the origination, credit appraisal and underwriting practices utilized with respect to the investments or the manner in which the investments have been serviced and/or operated. As a result, due diligence activities might provide less information than could otherwise be obtained in other similar transactions. Third Party Advisors and Other Service Providers. Clients and the Portfolio Companies will retain or pay for certain advisors and service providers (including accountants, administrators, lenders, bankers, brokers, attorneys, investment sourcing professionals, consultants, and investment or commercial banking firms) who also provide services to or have other relationships with HHLR or its affiliates and could include former employees of HHLR or its affiliates. While HHLR will generally seek to engage advisors and service providers on behalf of clients and the Portfolio Companies on the basis of the quality of advice and other services provided, these relationships will likely influence HHLR in deciding whether to select or recommend an advisor or service provider to perform services for clients or the Portfolio Companies (the cost of which will generally be borne directly or indirectly by clients or the Portfolio Companies, as applicable). In certain circumstances, advisors and other service providers will charge rates or establish other terms for advice and services provided to HHLR, other clients or any of their affiliates or portfolio companies that are different from and more favorable than those charged in respect of advice and services provided to a given client and the Portfolio Companies. HHLR and its clients could also invest in existing or future service providers to such persons, which could give rise to certain conflicts of interest, and there is no guarantee that the terms under which such service providers are engaged by such persons will represent arm’s length terms. HHLR currently (and will in the future) provide services (including advisory services) to Portfolio Companies. Investments Through Offshore Holding Companies. Clients could invest in Portfolio Companies operating in a country indirectly through holding companies organized outside of that country. Government regulation in the country where a Portfolio Company is located could, however, restrict the ability of such Portfolio Company to pay dividends or make other payments to a foreign holding company. Additionally, any transfer of funds from a holding company to its operating subsidiary, either as a shareholder loan or as an increase in equity capital, could be subject to registration or approval with or by government authorities in the country where the Portfolio Company is located. Such restrictions could materially and adversely limit the ability of any holding company in which clients invest to grow, make investments or acquisitions that could be beneficial to its businesses, pay dividends, or otherwise fund and conduct its business.

Uncertainty of Financial Projections. Projected operating results provided by companies or generated internally will normally be based primarily on management or internal judgments. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. There can be no assurance that the projected results will be obtained, and actual results could vary significantly from the projections. General economic conditions, which are not predictable, can have a material adverse impact on the reliability of projections. Due Diligence Risk. Before making an investment, due diligence that is deemed reasonable and appropriate based on the facts and circumstances applicable to each asset or company will be conducted. Due diligence generally entails evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants, investment banks and other third parties are involved from time to time in the due diligence process to varying degrees depending on the type of investment. Such involvement of third-party advisors or consultants could present a number of risks primarily relating to reduced control of the functions that are outsourced. In addition, if third-party providers are unable to be engaged in a timely manner, HHLR’s ability to evaluate and acquire more complex targets could be adversely affected. When conducting due diligence and making an assessment regarding an investment, HHLR will rely on the resources available to it, including publicly available information provided by the issuer and, in some circumstances, third-party investigations. The due diligence investigation that HHLR carries out with respect to any investment opportunity might not reveal or highlight all relevant facts that are necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in an investment being successful. Investments in Later-Stage Companies and Controlling Interests. Certain clients are expected to invest into portfolio companies that are at a later stage of their business cycle. Some such companies will have obtained capital in the form of debt and/or equity to expand, reorganize operations, acquire a business or develop new products and markets. These activities involve business risks and could introduce sales, manufacturing and general management changes to a Portfolio Company that adversely affect the returns of the relevant client. Because of its equity ownership, representation on the board of directors and/or contractual rights, a client could often be considered to control, participate in the management of, or influence the conduct of Portfolio Companies. The designation of HHLR’s professionals as directors and the exercise of control over a Portfolio Company could impose additional risks of liability for environmental damage, product defects, pension and other fringe benefits, failure to supervise management, violation of fiduciary duties, violation of laws and governmental regulations (including securities laws), and other types of liability, for which the limited liability generally afforded to investors could be ignored. If these liabilities were to arise, a client could suffer a significant loss, exposing the assets of such client to claims by a Portfolio Company, its other security holders, its creditors, or governmental agencies, which could exceed the value of such client’s initial investment in that Portfolio Company. Difficulty of Bringing Suit. The ability of a client to bring suit against a Portfolio Company or its directors, executive officers, or other shareholders could be limited. Many Portfolio Companies are likely to be organized under the laws of countries other than the U.S., their

directors and officers are likely to reside outside of the U.S., and substantially all of their assets could be located outside of the U.S. As a result, it is likely that a client will be unable to effect service of process within the U.S. upon such entities or their directors and officers. Even where an entity is successfully sued in the U.S., enforcement of the judgment in certain jurisdictions is impossible and in other jurisdictions could be difficult. In particular, laws and legal standards differ in many Asian countries from those in the United States. These laws and standards could have a material effect on client investments, as well as the general economic and political environment in one or more Asian countries. The general trend of legislation in certain Asian countries has somewhat enhanced the protection afforded foreign investment and has improved the legal climate for business. However, certain Asian countries do not have well developed shareholder rights and provide inadequate legal remedies for breaches of contract (for example, a shareholders’ agreement). Also, shareholder claims that are common in jurisdictions such as the United States, including class action securities law and fraud claims, could be difficult to pursue as a matter of law or as a practical matter in certain Asian countries. A lack of comprehensive and enforceable legal and regulatory systems in certain Asian jurisdictions is likely to adversely affect client investments and prevent clients from enforcing their rights. In certain instances, the acquisition of client investments will involve an ongoing commitment to local agencies and entities, including governmental agencies and the extent to which such local agencies and entities will recognize the contractual and other rights of the parties they deal with could be uncertain. Moreover, there can be no assurance that this trend in economic legislation will not be slowed, curtailed or reversed, particularly in the event of a change in leadership, social disruption or other circumstances affecting the social, political or economic status of certain countries. Such a shift could have a material adverse effect on the business and prospects of Portfolio Companies. Governmental Licenses. Portfolio Companies could be dependent upon the grant, renewal or continuance in force of appropriate contracts, licenses, permits and regulatory approvals and consents which might be valid only for a defined time period, might be subject to limitations and might provide for withdrawal in certain circumstances. There can be no assurance that such contracts, licenses, permits and regulatory approvals and consents would be granted, renewed or continue in force, or if so, on what terms. Additionally, governments and other regulators might impose conditions on the operations and activities of a Portfolio Company as a condition of granting its approval or to satisfy regulatory requirements. Such conditions, which could be statutory or commercial in nature, could limit a Portfolio Company’s ability to invest in competing industries or acquire significant market power in a particular market, or provide a disincentive to do so. Further, a governmental agency might impose conditions of ongoing ownership or equivalent requirements on a Portfolio Company in respect of underlying projects. This could include a requirement that certain assets remain managed by a Portfolio Company, clients or their affiliates. Such conditions could be susceptible to revision or cancellation and legal redress could be uncertain or delayed. There can be no assurance that joint ventures, licenses, license applications or other legal arrangements will not be adversely affected by the actions of government authorities or others and the effectiveness of and enforcement of such arrangements cannot be assured. Assumption of Catastrophe Risks. Clients could be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes,

earthquakes and other natural disasters; political and social instability; popular unrest in opposition to government policies that facilitate foreign investment; terrorism; and public health crises, including the occurrence of a contagious disease. To the extent that any such event occurs and has a material effect on global financial markets or specific markets in which clients participate (or has a material effect on locations in which HHLR operates) the risks of loss can be substantial and could have a material adverse effect on clients’ investments. There can be no assurance that any appropriate insurance will be available on commercially reasonable terms, or at all, or that HHLR will decide to obtain such insurance on behalf of clients. In addition, the businesses, operating results and financial conditions of clients’ Portfolio Companies could be adversely affected in a material respect if such natural disasters or other similar events occur. Covid-19, Which has been Designated as a Pandemic by World Health Authorities. The ongoing spread of Covid-19 has had, and will likely continue to have, a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross-border commercial activity and market sentiments are increasingly impacted by the outbreak and governmental and other measures that seek to contain its spread (including border closures, travel restrictions and quarantine measures). In addition to these developments having adverse consequences for certain Portfolio Companies and other issuers in which clients invest and the value of clients’ investments therein, the operations of HHLR (including those relating to clients) have been, and could continue to be, adversely impacted, including through quarantine measures and travel restrictions imposed on HHLR personnel or service providers based or temporarily located in affected countries, or related health issues of such personnel or service providers. Any of the foregoing events could materially and adversely affect HHLR’s ability to source, manage and divest client investments and its ability to fulfil client investment objectives. Similar consequences could arise with respect to other comparable epidemics and infectious diseases. Local Intermediary Risk. Client transactions could be undertaken through local brokers, banks, or other organizations in Asia, the United States, Europe, and other parts of the world, and clients will be subject to the risk of default, insolvency, or fraud of such organizations. Such local brokers, banks, and other organizations are subject to various laws and regulations in various jurisdictions that are designed to protect their customers in the event of insolvency. However, the practical effect of these laws and their application to clients’ assets are subject to substantial limitations and uncertainties. There can be no assurance that any money advanced to such organizations will be repaid or that clients would have any recourse in the event of default. The collection, transfer, and deposit of bearer securities and cash expose clients to a variety of risks including theft, loss, and destruction. Financial System Disruption. HHLR and its affiliates, clients and clients’ Portfolio Companies are dependent on unaffiliated financial industry participants, including banks, broker-dealers, clearing houses, securities firms, exchanges and other financial institutions, to conduct their business. A disruption or shock in the financial industry or markets (as last occurred in the first quarter of 2023 with multiple banks entering receivership or otherwise seeking assistance; such a disruption or shock being a “Financial Disruption Event”) could adversely affect any of these financial institutions, which in turn could have material adverse consequences for HHLR and its affiliates, clients and clients’ Portfolio Companies. The severity of this risk could be increased by any exclusive arrangements entered into with these financial institutions. A Financial Disruption Event affecting a bank or financial institution that has custody of Fund

assets could adversely impact the value or integrity of those assets and the ability to retrieve and secure such assets. The affected Fund may experience delayed access to deposits or other financial assets or an uninsured loss of those deposits or other financial assets. In particular, if HHLR or its affiliates, clients and clients’ Portfolio Companies have a banking relationship (for example, a payroll account) with a bank or other financial institution that experiences a Financial Disruption Event, our ability to manage or operate consistent with past business practices could be negatively impacted, potentially resulting in a disruption in operations. Companies in which HHLR’s clients invest typically have their own banking or other relationships with banks and other financial institutions that present many of the same risks described above. Such transactions may reduce the capital availability of the Fund to make other investments and may result in overall reduced returns to the Fund. Currency Risk. Clients will generally be exposed to significant foreign currency risk in their investments. Certain clients primarily will invest in Portfolio Companies operating in non-U.S. currencies, such as the EUR, AUD, RMB, GBP, and HKD. To the extent that the U.S. dollar appreciates relative to these currencies, the U.S. dollar value of these investments is likely to be adversely affected. In addition, if the currency in which clients receive dividends, interest or other types of payments (such as liquidating payments) declines in value against the U.S. dollar before such payments are distributed, the dollar value of these payments could be adversely affected if not sufficiently hedged. Further, the ability of clients and Portfolio Companies to convert freely between the U.S. dollar and the local currencies might be restricted or limited and, in a number of instances, exchange rates and currency conversion are controlled directly or indirectly by governments or related entities. Investments in countries in the European Union (“EU”) are subject to the risk that certain member states of the EU cease to use the euro as their national currency, that one or more member states in addition to the UK seeks to withdraw its EU membership, or even the collapse of the Eurozone as it is constituted today, which would likely have an adverse impact on the European and global economy and, consequently, clients with investments in Europe. To the extent any client’s investments are denominated in the euro, legal uncertainty about the funding of euro denominated obligations following any break-up of or exits from the Eurozone (particularly in the case of investments in companies in affected countries) could also have material adverse effects on such client. HHLR could cause clients to enter into hedging transactions designed to reduce such currency risks. Furthermore, Portfolio Companies could be subject to risks relating to changes in currency values, as described above. If a Portfolio Company suffers adverse consequences as a result of such changes, clients could also be adversely affected as a result. Derivative Instruments Risk. HHLR invests client assets in derivative instruments. The prices of derivative instruments, including futures and options, are highly volatile. Payments made pursuant to swap agreements could also be highly volatile. Price movements of futures and options contracts and payments pursuant to swap agreements are influenced by, among other things: interest rates; changing supply and demand relationships; trade, fiscal, monetary and exchange control programs and policies of governments; and national and international political and economic events and policies. The value of futures, options, and swap agreements also

depends upon the price of the assets underlying them. In addition, such instruments are subject to counterparty risk. Certain options and other custom instruments are subject to the risk of nonperformance by the counterparty, including risks of creditworthiness of the counterparty, market risk, liquidity risk, and operations risk. If a counterparty’s creditworthiness declines, the value of any agreements with such counterparty can be expected to decline, potentially resulting in loss. In connection with exchange-listed or centrally-cleared instruments, clients are subject to the risk of failure of any of the clearing houses or clearing members through which their positions are cleared. Central Clearing. In order to mitigate counterparty risk and systemic risk in general, various U.S. and international regulatory initiatives are underway to require certain derivatives to be cleared through a clearinghouse. In the United States, clearing requirements were part of the Dodd-Frank Act. The CFTC imposed its first clearing mandate on December 13, 2012, affecting certain interest rate and credit default swaps. It is expected that the CFTC and the SEC will introduce clearing requirements for other derivatives in the future. Trades submitted for clearing will be subject to minimum initial and variation margin requirements set by the relevant clearinghouse, the FCM, as well as possible SEC or CFTC mandated margin requirements. Clearing through FCMs has in certain cases led to losses caused by operational failure or fraud. As products become more standardized in order to be cleared, standardized derivatives may mean that clients may not be able to hedge their risks or express an investment view as well as they would using customizable derivatives available in the OTC markets. Compared to the OTC derivatives market, clients may be subject to more onerous and more frequent (daily or even intraday) margin calls from both the clearinghouse and the FCM. In addition, clearinghouse margin is dynamic and may be increased in times of market stress. Although standardized clearing for derivatives is intended to reduce risk (for instance, it may reduce the counterparty risk to the dealers to which clients would be exposed under OTC derivatives), it does not eliminate risk. Rather, standardized clearing transfers risk of default from the OTC derivatives dealer to the central clearinghouse, which may increase systemic risk, potentially more so than a failure by an OTC derivatives counterparty. The failure of a clearinghouse, although less likely than the failure of a counterparty, could have a much more significant impact on the financial system. Because these clearinghouses are still developing and the related bankruptcy process is untested, it is difficult to speculate what the actual risks would be to clients related to the default of a clearinghouse. Also, a clearinghouse will likely require that clients relinquish control of their transactions if the clearinghouse were to become insolvent, and, therefore, clients would not be able to terminate and close out of a defaulting clearinghouse’s positions, but would become subject to regulators’ control over those positions. In such a circumstance, clients may not be able to take actions that it deems appropriate to lessen the impact of such clearinghouse’s default. Applicable regulations may also require clients to make public information regarding their swaps volume, position size and/or trades, which could detrimentally impact clients’ ability to achieve their investment objectives. Speculative Position Limits May Restrict Futures Trading. The CFTC and certain U.S. futures exchanges have established speculative position limits on the maximum net long or short futures, options and swaps positions which any person or group of persons acting in concert may hold or control in particular futures contracts. The CFTC has adopted a rule requiring each U.S. domestic exchange to set speculative position limits, subject to CFTC approval, for all futures contracts and options traded on such exchange which are not already subject to speculative

position limits established by the CFTC or such exchange. The CFTC has jurisdiction to establish speculative position limits with respect to all futures contracts and options traded on exchanges located in the United States, and any exchange may impose additional limits on positions on that exchange. Some non-U.S. exchanges also have position limits in effect and with respect to forward or swap contracts, OTC counterparties may limit the size or duration of positions available to clients as a consequence of credit considerations. In Europe, pursuant to MIFID II, commodity derivative position limits became effective on January 3, 2018. In addition, in October 2020, the CFTC approved regulations for federal speculative position limits in 25 core physical commodity contracts and their economically equivalent futures, options and swaps. In December 2016, position aggregation rules and exemptions were adopted by the CFTC. However, generally there are no speculative position limits currently in effect with respect to the trading of spot currency and forward contracts. A person (including HHLR and its affiliates) is generally required to aggregate positions it owns or controls (directly or indirectly) for the purposes of speculative position limits. The position aggregation rules and CFTC speculative position limit rules could adversely affect HHLR’s and/or a client’s ability to maintain positions in certain futures contracts and related swaps or options. With respect to trading in futures, options and swaps subject to such limits, HHLR may reduce the size of the positions which would otherwise be maintained or not trade certain products in order to avoid exceeding such limits. Such modification, if required, could adversely affect the operations and profitability of clients. These requirements could also impair liquidity in certain swaps and adversely affect the quality of execution pricing obtained by clients, all of which could adversely impact clients’ investment returns. In addition, there can be no guarantee that additional position-related limits will not be established by the CFTC, and other regulators or exchanges for the markets where clients trade. Investments in Restructurings. Clients, particularly later-stage focused clients, from time to time make investments in restructurings that involve Portfolio Companies that are experiencing or are expected to experience financial difficulties. These financial difficulties might never be overcome and could cause such Portfolio Companies to become subject to bankruptcy proceedings. Investments in restructurings could be adversely affected by laws in various jurisdictions, including Asia, the United States and Europe, relating to, among other things, fraudulent conveyances, voidable preferences and lender liability and by a bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims or recharacterize investments. Such investments would, in certain circumstances, subject clients to certain additional potential liabilities that have the potential to exceed the value of the original investments therein. For example, under certain circumstances, a lender who has inappropriately exercised control over the management and policies of a debtor will have its claims subordinated or disallowed or be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, a bankruptcy court could reclaim a payment to a client if the court determines that the payment or distribution is a fraudulent conveyance, preferential payment or similar transaction under applicable bankruptcy or insolvency laws. Investments in Junior Securities. Clients invest in Portfolio Companies that have already received one or more rounds of financing. The securities in which clients will invest in these instances could be among the most junior in a Portfolio Company’s capital structure and thus

subject clients to a greater risk of losing all or part of its invested capital. There will often be no collateral to protect clients’ investment in such securities once made. Short-Selling Risk. HHLR engages in short-selling securities on behalf of its clients, which involves: (i) selling securities which might or might not be owned by the short-seller; and (ii) borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short-selling allows a client to profit from a decline in market price to the extent such decline exceeds the transactions costs and the costs of borrowing the securities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit. This would in turn increase the cost to a client of buying those securities to cover the short position. There can be no assurance that a client will be able to maintain the ability to borrow securities sold short. In such cases, a client can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. In addition, short-selling activities are subject to restrictions imposed by other foreign governmental and regulatory authorities and various securities exchanges. Such restrictions could inhibit or prevent HHLR from entering into a short position on behalf of a client. Investments Generally; Asia Investment Risks. Investing in Asia involves different risks than investing in other countries or regions such as the United States. These risks include, among others: (a) less publicly available information; (b) varying levels of governmental regulation and supervision; (c) the difficulty of enforcing legal rights in a foreign jurisdiction and uncertainties as to the status, interpretation and application of laws and (d) foreign exchange controls. Moreover, companies in Asia generally are not subject to uniform accounting, auditing and financial reporting standards, practices, and requirements comparable to those applicable to companies in other countries or regions, such as U.S. companies. Political and economic structures in countries with emerging economies or stock markets could lack social, political and economic stability and could undergo rapid and significant evolution and development. HHLR and its clients could invest in companies and assets established in, or having substantial business relations with Asia, as well as outside of Asia (including, for the avoidance of doubt, the U.S. and Europe). Many countries in Asia could be considered emerging market countries and could be subject to greater degrees of political and social instability than other developed countries. Accordingly, expropriation, confiscatory taxation, nationalization, political, economic or social instability or other developments could adversely affect the assets of the clients held in Asia. Furthermore, the inter-relatedness of the economies in emerging market countries (including those in Asia) has deepened over the years, with the effect that economic difficulties in one country often spread throughout the region. There can be no assurance that clients will not be materially and adversely affected by such events. The economies of many Asian countries are dependent upon international trade and, accordingly, could be materially and adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values, commodity values and economic conditions in the countries with which they trade. A slowdown in the economies of the U.S. and Europe could

adversely affect economic growth in certain Asian countries which, to varying degrees, depend on exports to those economies. In addition, the economies of certain Asian countries are vulnerable to weaknesses in world prices for their commodity exports or fluctuations of worldwide commodity prices. Certain Asian countries have from time to time experienced high rates of inflation and have extensive external debt. There generally are different methods of governmental supervision and regulation of exchanges, brokers and obligors in Asia than there are in other countries or regions such as the United States, and such supervision and regulation could be less predictable. Clients could face difficult approval and registration procedures, and, if they are foreign entities, could be subject to legal or regulatory constraints or prejudices that do not affect local investors. Index Tracking. Chinese equities markets are highly volatile. Movements in equity prices are influenced by among other things: government trade, fiscal, monetary and exchange control programmes and policies; national and international political and economic events; fluctuations in commodity prices; and changes in interest rates. In addition, the Chinese government from time to time intervenes, directly and by regulation, in the equities markets and foreign exchange markets, and equity prices and exchange rates could be influenced as a result of such intervention. Clients could be exposed to adverse changes in the net asset value as a result of these factors. Company Information. The disclosure regime applicable to companies traded on foreign markets differs from that in the United States and other longer-established markets. Disclosure and regulatory standards could deviate significantly from standards in countries such as the United States. There could be differing or less publicly available information about foreign companies than is published by or about companies based in other markets. Foreign companies are subject to accounting standards and requirements that differ in certain respects from those applicable to companies established or listed in countries such as the United States. These differences could make it more difficult to analyze such companies and ultimately could affect the price of a particular security. Further, the differing levels of disclosure of certain material information could impact or lead to inaccurate conclusions about the value of investments. Disclosure of Confidential Information. HHLR and its affiliates are expected to be required to disclose certain confidential information regarding some or all of its clients, including but not limited to, their names (including the names of their beneficial owners) and jurisdictions of formation or operation and the categories of investor type to which such investors belong, in connection with a public offering of a Portfolio Company or other transactions, including to regulators, stock exchanges, self-regulatory organizations and investment banks, legal counsel and other advisors and in disclosure documents. Market and Economic Risks. Clients and Portfolio Companies could be materially affected by market, economic and political conditions globally and in specific jurisdictions as well as in the sectors in which they invest or operate, including factors affecting interest rates, the availability of credit, currency exchange rates and trade barriers. These factors are outside HHLR’s control, and could adversely affect the liquidity and value of clients’ investments and could reduce the ability of clients to make attractive new investments. More recently, economic and financial market conditions have significantly deteriorated as compared to prior periods. Global financial markets have, in recent years, experienced considerable declines in the valuations of equity and debt

securities, an acute contraction in the availability of credit and the failure of a number of leading financial institutions. As a result, certain government bodies and central banks worldwide undertook unprecedented intervention programs. These events have led to a diminished availability of credit and an increase in the cost of financing, which could hinder the initiation of new leveraged transactions and could result in further declines in valuations of equity and debt securities, adversely affecting the private investment sector. To the extent these conditions exist, they could adversely impact the investments of clients. Executive Order and Sanctions Risks. In recent years, there have been significant developments in the economic sanctions laws of various jurisdictions and the implementation and enforcement of such laws. In the United States, for example, the U.S. Department of the Treasury’s Office of Foreign Assets Control administers and enforces laws, Executive Orders and regulations establishing U.S. economic and trade sanctions that prohibit or impose restrictions on, among other things, transactions or activities involving, and the provision of services to, certain countries, territories, entities, individuals, and financial products. In addition, the U.S. government has the authority to impose economic sanctions on non-U.S. entities and individuals that engage in targeted activities (e.g., transactions with certain U.S.-sanctioned persons, cyberattacks, narcotics trafficking, terrorist activities or material contribution to erosion of Hong Kong’s autonomy) outside of U.S. jurisdiction. These types of sanctions could significantly restrict or completely prohibit certain investment activities, and if clients or Portfolio Companies were to violate any such laws or regulations, they could face significant legal and monetary penalties. In the event that any Portfolio Company held by a client becomes subject to any economic sanctions, that client could be subject to material adverse consequences, including restrictions on disposition, distributions and movements of funds. For example, if any Portfolio Company held by a client becomes subject to U.S. blocking sanctions, such Portfolio Company would be prohibited from engaging in any activity or transaction with respect to which the United States has jurisdiction, including any transactions in U.S. dollars or which involve U.S. persons, including U.S. financial institutions. Also, HHLR and the client could be restricted from engaging in dealings with such Portfolio Company and the client could be restricted from realizing any proceeds from such Portfolio Company in U.S. dollars. Such designations will likely have a material adverse effect on such Portfolio Company’s business, reputation, results of operations and financial condition. In addition, such designations will likely significantly limit the exit options, including the potential pool of purchasers, available with respect to such Portfolio Company and negatively impact the terms (including price) of any such exit. Furthermore, Executive Order 13959, as amended by Executive Order 14032, limits the ability of U.S. persons to directly or indirectly acquire, or after a period of time sell, certain publicly traded securities of companies the United States has designated for investment restrictions, which could require divestment from such securities or implementing alternative structures, to address the restrictions. These laws are complex and subject to frequent revision, and there is no guarantee that the activities of Portfolio Companies or clients will not be materially affected by unforeseen changes to U.S. sanctions laws. Privatization Risk. Clients at times invest in state owned entities that have been or that will be transferred from government to private ownership. It is impossible to predict whether there will be any further privatizations or what the terms or effects of such privatizations might be. There can be no assurance that any privatizations will be undertaken or, if so undertaken, that they will be successfully completed. There can also be no assurance that if a privatization is undertaken,

Clients will have the opportunity to participate. Clients should be aware that political changes or changes in economic factors could result in a shift in the policies on privatization in the PRC and other jurisdictions in Asia. Should these policies change in the future, there is a possibility that governments determine to return projects and companies to state ownership. In such a situation, the level of compensation that would be provided to the owners of the private companies concerned cannot be accurately predicted but could be substantially less than the amount invested in such companies. Restrictions on Foreign Investment. Foreign investment in the securities of issuers and companies operating in many countries is restricted or controlled to varying degrees, increasingly more so in recent years. Certain countries such as the U.S., Australia, India, China and Germany, amongst others, impose restrictions or controls that could at times limit or preclude foreign investment in certain issuers and increase the costs and expenses of clients. Certain countries, require governmental approval prior to investments by foreign persons, or limit the amount of investment by foreign persons in a particular company, or limit investment by foreign persons to a specific class of securities of a company that could have less advantageous terms than the classes available for purchase by nationals. Certain countries restrict investment opportunities in issuers or industries deemed important to national interests. Some countries require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if there is deterioration in a country’s balance of payments or for other reasons, a country could impose temporary restrictions on foreign capital remittances abroad. Non convertibility of certain currencies could introduce an additional degree of uncertainty to determining values of investments held by clients. Clients could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital or earnings, as well as by the application of restrictions on investments. Public Market Illiquidity and Regulation. The securities markets of a number of Asian countries are smaller and less liquid than the major securities markets in various developed countries. Downturns in the Asian economies are likely to seriously affect the securities markets in such economies. A high proportion of the shares of many companies in Asia are held by a limited number of persons. A limited number of issuers in many securities markets in Asia represent a disproportionately large percentage of market capitalization and trading value. The limited liquidity of many securities markets in Asia could affect clients’ ability to acquire or dispose of securities at the price and time they wish to do so. In addition, settlement systems in certain emerging market countries are less developed than in more established markets and could impede clients’ ability to effect transactions in these countries. A lower trading volume in the securities markets of various Asian countries as compared to certain other countries could also complicate exit strategies pursued by a client, by making dispositions of investments potentially unfeasible. Further, the regulatory standards of securities markets in certain Asian countries in many respects require less disclosure than the United States. Furthermore, there could be a lower level of monitoring and regulation of the markets and the activities of investors in such markets, and enforcement of existing regulations could be extremely limited. Consequently, should clients make investments through the public markets in Asia, the prices at which clients acquire investments could be affected by other market participants’ anticipation of such client’s investments, by trading by persons with material non-public information and by securities transactions by brokers in anticipation of transactions by such client in particular securities.

In addition, in certain countries in Asia, publicly listed securities could be subject to longer “lock up” periods compared to the United States and other developed countries as well as other restrictions on disposition. For example, China’s A share market could require a lock up period between one and three years. Also, after the expiration of such lock up period, a shareholder that holds 5% or more of the shares of the relevant listed company is subject to volume restrictions on disposition of shares in a given period. As such, if certain clients invest in a Portfolio Company listed on China’s A share market, clients might not be able to fully exit such investment for a long period of time. Interdependence of Securities Markets. The individual securities markets of Asian countries are, to varying degrees, influenced by economic and market conditions in other securities markets. Although economic conditions are different in each country, investors’ reaction to developments in one country can have effects on the securities of issuers in other Asian countries. There can be no assurance that individual securities markets in many Asian countries will not continue to be affected negatively by events elsewhere, or that such events will not adversely affect the value of client investments. A slowdown in the economies of the United States, the European Union and certain Asian countries could adversely affect economic growth in other Asian countries, many of which depend on exports to those countries. The economic performance of clients’ Portfolio Companies could be adversely affected by any global economic downturn and by any worsening of the economic conditions in one or more Asian countries and other global economies. Reporting Standards; Limited Information; Trading Prohibition and Delisting Risk. Companies in many Asian countries are subject to accounting, auditing and financial standards and requirements that differ, in some cases significantly, from those applicable to companies in the United States. In particular, the assets and profits appearing on the financial statements of a company might not reflect its financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance with generally accepted accounting principles in the United States. In addition, for companies that keep accounting records in local currency, inflation accounting rules in some Asian countries require, for both tax and accounting purposes, that certain assets and liabilities be restated on the company’s balance sheet in order to express items in terms of currency of constant purchasing power while other countries do not permit such restatement. Inflation accounting could indirectly generate losses or profits or disguise true losses or profits. There is generally substantially less publicly available information about companies in some Asian countries than there are reports and ratings published about U.S. companies. In addition, information available to HHLR and its clients, including both general economic and commercial information and information concerning specific enterprises or assets, might be less reliable and less detailed than information available in more economically developed countries. As a result of these factors, it is possible that HHLR’s due diligence activities will provide less information than due diligence reviews of companies in various developed countries. The lower standards of due diligence in certain countries will increase the risk related to client investments in these countries. In certain cases, entrepreneurs of some companies might deliberately falsify or cover up certain company reports or practices, and HHLR and its clients could be misinformed regarding its Portfolio Companies. It is also possible that the entrepreneurs of client Portfolio Companies, after clients have invested in such entities, engage in

acts that are in violation of their agreements with the relevant client, or otherwise engage in certain acts that damage clients’ interests. Under the Holding Foreign Companies Accountable Act (“HFCAA”), the SEC is required to identify public companies that have retained a PCAOB-registered public accounting firm to issue an audit report that the PCAOB has determined: (1) is located in a foreign jurisdiction, and (2) it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction. If for two consecutive years the SEC identifies a public company as having used such a PCAOB-identified public accounting firm, the SEC is required to prohibit trading in the securities of that public company on a U.S. national securities exchange or through any other method that is within the jurisdiction of the SEC to regulate. Any such SEC trading prohibition very likely would result in the public company being delisted from U.S. exchanges. Following the conclusion of a comprehensive agreement with Chinese regulators in August 2022, the PCAOB is currently able to conduct inspections and investigations of public accounting firms headquartered in mainland China or Hong Kong, and the Chinese government is no longer restricting PCAOB access or otherwise impairing its ability to conduct its oversight activities. As a result, it is expected that public companies filing annual reports audited by such accounting firms on or after December 15, 2022 will no longer be subject to SEC “identification” under the HFCAA in 2023 with respect to their FY 2022 annual reports and will thus avoid a second consecutive year of identification by the SEC (and a trading prohibition) or a first year of identification, so long as, prior to any identification by the SEC in 2023, the PCAOB does not issue a new determination to the contrary. Even so, in light of the potential for the PCAOB to change its position, resulting in either the imposition of any trading prohibition or the occurrence of a delisting, and any delisting itself could significantly impact the value and liquidity of an investment in the relevant company, particularly if the company is not already listed on an alternative market and needs to apply for an alternative listing. Even where a company is listed in multiple markets including its respective home country exchanges, there could still be significant impact on a client’s ability to acquire and dispose of investments in such companies. See the “Public Market Illiquidity and Regulation” section above for more details on the impact of illiquidity on client investments. Any of these issues could undermine the performance of clients’ investments. While HHLR will endeavor to conduct appropriate due diligence in connection with each investment and to maintain ongoing monitoring and review to risk manage for possible trading prohibitions and related delisting events, no guarantee can be given that they will obtain the information or assurances that an investor in a more developed economy would obtain before proceeding with an investment. Government Involvement in the Economy; Governmental Interventions. For the past several years, many Asian governments have followed policies of deregulating economic activity, thereby reducing the extent of their involvement in the business sectors of their local economies. Although these policies are continuing, these governments still exercise significant control over their respective economies. Governmental actions concerning the economy could continue to have an important effect on entities doing business in those countries, and on market conditions, prices and returns on investments. Extreme volatility and illiquidity in certain Asian markets has in the past led to, and could in the future lead to, extensive governmental interventions in equity, credit and currency markets.

Generally, such interventions are intended to reduce volatility and precipitous drops in value. In certain cases, governments have intervened on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding investments. In addition, these interventions have typically been unclear in scope and application, resulting in uncertainty. It is impossible to predict when or if these restrictions will be imposed, what the interim or permanent restrictions will be and/or the effect of such restrictions on clients’ investments. Credit Ratings. Any downgrade in credit ratings of an Asian country by any international agencies could have a negative impact on the abilities of the government or the companies of the negatively affected country to raise financing and could have an adverse impact on the liquidity positions of such government and companies. This, in turn, could adversely impact clients and their investments.

Unlike registered CPOs, HHLR and its relevant affiliates are not required to deliver to investors disclosure documents or certified annual reports contemplated by CFTC rules applicable to registered CPOs. Likewise, HHLR and/or certain of its affiliates act as CTAs for some of their clients, but are exempt from registration as CTAs and therefore are not required to satisfy certain requirements contemplated by CFTC rules applicable to registered CTAs. All qualifying HHLR personnel (and qualifying personnel of the non-U.S. affiliates discussed in Item 4) are treated as “access persons” by HHLR within the meaning of Rule 204A-1 under the Advisers Act, and are subjected to HHLR’s Code of Ethics. Please see Item 11, “Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading” below for additional information about HHLR’s Code of Ethics. An HHLR affiliate, HIM, is also an SEC-registered investment adviser. While HHLR and HIM, from time to time, invest in similar strategies or companies, HHLR generally focuses on publicly-listed (or similarly liquid) investment opportunities, while HIM generally focuses on private (or otherwise less liquid) investment opportunities, including venture capital, private equity, private debt and buyout transactions. Therefore, investment results could differ as between HHLR’s clients and HIM’s clients. To address these conflicts of interests, HHLR has

adopted policies and procedures, including an allocation policy. Please see Item 4, “Investment Allocations and Related Conflicts” for more information. HHLR, HIM and other entities are members of what is referred to as “Hillhouse Investment Group,” which is a multinational group of related advisory entities. Hillhouse Investment Group could engage in and provide a broad range of banking, advisory and investment services to their clients and customers. HHLR believes that clients will generally benefit from the relationships and activities resulting from these services, which are expected to generate attractive investment opportunities and analytics. Nevertheless, situations arise in which the interests of Hillhouse Investment Group will conflict with the interests of clients or Fund investors, including those set forth below. Investments by Other Hillhouse Investment Group Clients. As a result of the expansive nature of Hillhouse Investment Group’s business, clients of the various members of Hillhouse Investment Group will invest in companies that could compete with, are customers of, or are service providers or suppliers to, the Portfolio Companies of one or more other clients. This would give rise to certain conflicts of interest. First, the various members of Hillhouse Investment Group could take actions for their clients and their Portfolio Companies for commercial reasons that have adverse consequences for other clients or their Portfolio Companies, such as seeking to increase market share at the expense of a Portfolio Company of another client (as a competitor), withdrawing business from a Portfolio Company of another client in favor of a competitor that offers the same product or service at a more competitive price (as a customer), increasing prices in lock step with other enterprises in the industry (as a supplier) or commencing litigation against a Portfolio Company of another client (in any capacity). Secondly, one member of Hillhouse Investment Group could obtain information while dealing with its clients and Portfolio Companies that it is prohibited from acting on or disclosing to another member of Hillhouse Investment Group as a result of confidentiality requirements or securities laws restricting activities while in possession of material non-public information, even though such action or disclosure would be in the clients’ interests. In such circumstances, HHLR might not pursue certain actions on behalf of a client or a portfolio company, which could result in a benefit to another client. In addition, to the extent not restricted by confidentiality requirements, Hillhouse Investment Group would ordinarily seek to apply the experience obtained by managing each client to benefit other clients. Investing with Related Parties. Clients often make investments in the same Portfolio Company. Differences between each client, including their respective terms, investment periods, structures and investment strategies, could result in a given client making or exiting its investment at a different time, at a different effective price or with differing costs or terms than other clients. Situations could arise where other clients co-investing with a client invest on different (and more favorable) terms than those applicable to such client and have interests or requirements that conflict with and adversely impact such client (for example, with respect to the timing of acquisitions and disposals or control rights) and, accordingly, investments could be acquired at different times in different parts of the capital structure at lower or higher prices or valuations and on different terms than those upon which a given client acquires an investment. The different prices paid for, or terms of, securities held by clients will create conflicts of interest. The other clients’ view of the investment and their interests could diverge from those of

a given client and the other clients will be acting in their own interests and could take actions that are adverse to the interests of such client, including actions that could affect the value of such client’s investment. Further, there can be no assurance that a given client and the other clients would exit such investment at the same time or on the same terms. This could cause the other clients to dispose of, increase their exposure to or continue to hold the investment at a time when a given client has adopted a different strategy. For example, following the initial public offering of a Portfolio Company in which both a given client and another client hold an interest, such client could exit at a different time and at a different valuation from another fund. As a result, the actions of the other clients could affect the value of such client’s investment. For example, a sale by another client of its investment could put downward pressure on the value of a given client’s interest if such client opts to hold such interest for a longer term. In addition, certain client investments are often pooled with one or more other clients (an “Asset Pool”), including for the purposes of seeking a full or partial exit from one or more investments, or obtaining leverage or other financing. For example, there could be situations in which it would be advantageous to the clients to pool certain investments together to obtain or access certain rights in respect to certain portfolio companies. In such circumstances, an Asset Pool could be managed or controlled by HHLR or any of its affiliates (or controlled by a Fund). The consummation of any such transaction might not require the consent of the LP Advisory Committee (as defined below) or the investors and will involve the exercise of HHLR’s and its affiliates’ discretion with respect to a number of material matters, which are likely to create actual or potential conflicts. For example, in determining the proportionate interest of each client in the Asset Pool (or particular classes or tranches of securities or other interests in the Asset Pool), HHLR and its affiliates will be required to determine the relative value of assets contributed to the Asset Pool, and value of securities or interests (or particular classes or tranches thereof) issued by the Asset Pool. In making this determination HHLR and its affiliates could, but are not required to, engage or seek the advice of any third party independent expert. However, even if such advice was sought, valuing such assets and interests and, therefore, the value of each client’s interest in, or proceeds received from, any Asset Pool, will be subjective. While HHLR will seek to make allocation determinations in accordance with its policies and its duties, the appropriate allocation among each client of expenses and fees incurred or generated in the course of evaluating potential investments often will not be clear, in particular with respect to an investment that was not consummated and may not be proportional to invested capital or other metrics in specific instances or over time. Investing in Different Levels of the Capital Structure. Clients currently (and will in the future) invest in a broad range of asset classes throughout the corporate capital structure. As HHLR, HIM and their affiliates (“Hillhouse Investment Group”) establish more funds, vehicles and accounts, including those that focus on different parts of the corporate capital structure (for example, preferred equity, convertible debt, subordinated debt or senior debt), both the range of asset classes in the corporate capital structure in which clients invest and the extent of such investments by clients will increase. A given client could make investments in other parts of the capital structure of a company in which another client has or will have an investment in an equity or debt tranche. As an investment adviser to both clients, HHLR would owe a fiduciary duty to both clients. Consequently, given the differing tranches and corresponding priorities in the capital structure of a single company, HHLR would face a conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of, one client and the other client (e.g., with

respect to the structure and terms of the equity securities, the value of the equity securities, the enforcement of rights and remedies and the resolution of restructurings or bankruptcies). For example, a given client could acquire a significant equity stake in a company for which another client is a creditor, whether as a lender, holder of debt securities or otherwise. As a creditor of the company, the other client would have an incentive to take actions, consistent with its obligations to maximize returns to its investors that would be adverse to the interests of such client as a holder of more junior securities. The other client would be under no obligation to take any action or refrain from taking any action to prevent or mitigate any losses by such client. There can be no assurance that any such conflict will be resolved in a manner that is beneficial to any particular client. In certain situations, such conflicts may be resolved or mitigated pursuant to the terms of the relevant client agreements. There can also be no assurance that clients will invest in, or exit or otherwise achieve liquidity from, the same company at a similar time or on similar terms, and there can be no assurance that a given client’s return on any such investment will be similar to the returns achieved by another client, even if such client and such other client invest in the same or similar parts of a company’s capital structure. Similarly, depending on the nature of the securities or instruments held, the liquidity options available to each client are expected to vary. For example, the ability to syndicate or refinance the investment made by each client could differ materially. Also, to the extent that HHLR could, through a given client’s governing rights with respect to such company, determine the terms and conditions (including price) that are offered and ultimately agreed to with another client, HHLR will face a conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of, such clients. There can be no assurance that such terms and conditions that are ultimately agreed with such other client will reflect terms and conditions that could have been obtained in an arm’s length transaction with a non-affiliated party. In addition, where a given client and another client or other entity invest in different parts of the capital structure of a particular company, their respective interests are likely to diverge significantly in the case of financial distress of the company. If such other client or other entity had the potential to incur a loss on its investment as a result of such difficulties, HHLR’s ability to recommend actions in the best interests of a client is likely to be impaired. Certain clients of HHLR's affiliates are also expected to invest in equity securities of publicly traded companies that are actual or potential Portfolio Companies of HHLR. The trading activities of those clients could be different from, or inconsistent with, activities that are undertaken for the account of a HHLR client in such securities or instruments. Due to various conflicts described herein, actions could be taken by HHLR, and/or on behalf of a given client, that are adverse to other clients. Restrictions Arising from Activities of Other Clients. Hillhouse Investment Group regularly obtains confidential information regarding various target companies and other investment opportunities. If a member of Hillhouse Investment Group receives confidential information with respect to a company, the other members and their clients are likely to therefore face, as a result of securities law prohibitions on trading on the basis of material non-public information or applicable industry conventions, restrictions on their ability to pursue a transaction with that company or dispose of an investment. Moreover, the confidentiality agreements members of

Hillhouse Investment Group enter into often include provisions, such as “standstills,” that would prevent other clients from acquiring or disposing of investments, potentially for extended periods. In addition, HHLR and other members of Hillhouse Investment Group trade securities and debt instruments in the secondary market. In the absence of information barriers, Hillhouse Investment Group’s receipt of non-public information about a particular company would, as a result of securities laws or applicable industry conventions (such as with respect to secondary loan trading), generally restrict the trading activities of the entire Hillhouse Investment Group with respect to that company. In certain circumstances, Hillhouse Investment Group will have an incentive not to take certain actions that would impede the operation of certain clients, including, for example, where such clients might wish to, or are actively seeking to, trade out of any investment. In light of these consequences, Hillhouse Investment Group could decline to receive non-public information on a company or otherwise pursue an investment or disposition opportunity for a client if doing so would prevent other clients from trading (or taking other actions in respect of) company securities or debt instruments currently in their portfolio or of interest to them. In addition, in the event that multiple clients invest in a single Portfolio Company, each client could be subject to regulatory or legal restrictions or constraints that might not have applied had such other clients not also invested in the same issuer. Hillhouse Investment Group does not generally erect temporary information barriers to restrict the transfer of confidential information with respect to certain companies to avoid the restrictions described in the preceding paragraphs with respect to such companies. The lack of an information barrier presents a greater risk that clients may be prevented from participating in certain investment opportunities. In instances where temporary barriers are erected, clients’ ability to benefit from Hillhouse Investment Group’s expertise outside any such barrier will be limited. In addition, in the event that a temporary information barrier is breached, even if inadvertently, clients will likely face the same restrictions on its investment activities as they would have faced had the temporary information barrier not been established in the first place. In addition, HHLR clients may be seeking to sell shares in Portfolio Companies at the same time, which could cause competition for the best pricing available or result in cutbacks of orders, and place a given client in a worse financial position than it would be in if HHLR had no other client orders. HHLR clients may also be buying and selling interests in a Portfolio Company at the same time or close in time, which creates a situation where HHLR is, or may appear to be, making opposing investment decisions for different clients. Expert Networks. HHLR uses “expert networks,” which are consulting firms that facilitate communications between their consulting clients and retained third-party professionals who possess particular business expertise and experience and agree to help the consulting clients better understand products, services, companies, business issues and industries. Expert networks may be used to obtain research and other information that may assist HHLR in its investment decision-making process. One of the potential risks of using an expert network is that the retained expert could communicate material non-public information about a company in breach of a confidentiality agreement, another duty, or otherwise in violation of applicable securities laws. Another potential risk of using an expert network is that the expert could communicate

trade secrets or other proprietary or confidential information about a company in breach of a duty of confidentiality or loyalty, the use of which could violate applicable law. HHLR administers compliance programs that are intended to address these risks. However, one result of these policies is that the use of these expert networks could result in HHLR determining to restrict trading in certain securities or opportunities, which could be for several reasons, including to prevent the receipt or use of material non-public information. These restrictions could apply to all HHLR clients and could result in foregone investment opportunities, as well as situations where HHLR clients are prevented from exiting existing positions, which could cause or exacerbate losses. Activities and Compensation of Third Parties. HHLR will retain third parties, such as accountants, administrators, lenders, bankers, brokers, attorneys, investment sourcing professionals, consultants, and service providers, including former executives or other personnel of the Hillhouse Investment Group, or current and former executives or other personnel of Portfolio Companies or other clients who are not employees or affiliates of the Hillhouse Investment Group, as well as businesses established by, involving or seeded by any such person (collectively, “Service Providers”), to provide services to clients. Certain third parties could participate in general meetings for HHLR personnel, work on HHLR matters as their primary business activity, receive access to HHLR’s confidential information and/or participate in certain benefit arrangements. While HHLR will generally seek to engage Service Providers on behalf of its clients on the basis of the quality of advice and other services provided, these relationships will influence HHLR in deciding whether to select or recommend a Service Provider to perform services for its clients (the cost of which will generally be borne directly or indirectly by its clients). In certain circumstances, Service Providers will charge different rates or establish other terms for advice and services provided to HHLR, other clients of Hillhouse Investment Group or any of their affiliates or Portfolio Companies that are different and more favorable than those established in respect of advice and services provided to HHLR’s clients. Hillhouse Investment Group’s close business relationship with certain Service Providers, including those in which a member of Hillhouse Investment Group holds economic, governance or other interests, gives it less incentive to negotiate with such Service Providers for a lower level of compensation. Hillhouse Investment Group recognizes the conflicts in these situations and relies upon its compliance and conflicts policies to manage actual and potential conflicts. HHLR, its affiliates, and other clients of Hillhouse Investment Group have invested in, and are expected to invest in existing or future Service Providers which could give rise to certain conflicts of interest, and there is no guarantee that the terms under which such Service Providers are engaged will represent arm's length terms. Hillhouse Investment Group is expected to receive payments, including a share of profits, from certain Service Providers in which the relevant member of Hillhouse Investment Group holds an interest, and unless required pursuant to the applicable governing documents of the relevant clients, such payment will not offset any management Fees payable to HHLR or otherwise be paid to such clients. Time and Attention of Personnel. Members of Hillhouse Investment Group share certain personnel and other resources. Shared personnel include administrative personnel as well as professionals who provide portfolio advice. Such shared personnel of Hillhouse Investment

Group could have conflicts of interests in allocating their time and resources between the members of Hillhouse Investment Group. Different performance or management compensation structures or incentives apply to shared personnel in certain circumstances, which also creates a conflict of interest. HHLR has adopted policies and procedures, including a Code of Ethics, to address these conflicts of interest. Information Sharing. Members of Hillhouse Investment Group will have access to information across its platform relating to business operations, trends, budgets, customers and/or users, assets, funding and other metrics that is used by HHLR to identify and/or evaluate potential investments for clients, as well as facilitate the management of investments, including through operational improvements. As a result, HHLR’s ability to buy or sell certain securities on behalf of its clients could be restricted by applicable securities laws, regulatory requirements, information held by HHLR, and contractual obligations applicable to HHLR. Similarly, HHLR’s access to material, non-public information about companies will limit HHLR’s ability to buy and sell securities related to those companies (or, potentially, other companies) during certain times. Data. HHLR receives or obtains various kinds of data and information from clients and their Portfolio Companies, including data and information relating to business operations, trends, budgets, customers and other metrics. HHLR may be better able to anticipate macroeconomic and other trends, and otherwise develop investment themes, as a result of its access to (and rights regarding) this data and information from clients and their Portfolio Companies. Furthermore, except for contractual obligations to third parties to maintain confidentiality of certain information, and regulatory limitations on the use of material non-public information, HHLR is generally free to use data and information from clients’ activities to assist in the pursuit of HHLR’s various other activities, including to trade for the benefit of HHLR or its clients. Relevant confidentiality obligations in the governing documents of clients generally do not limit HHLR’s ability to do so. Service by HHLR Professionals on Portfolio Company Boards of Directors. HHLR’s professionals will from time to time serve on the boards of directors of its Portfolio Companies by virtue of the agreements HHLR could negotiate with Portfolio Companies at the time a client makes an investment. While the interests of a client as a shareholder in a Portfolio Company generally align with the interests of shareholders more broadly, the fiduciary duties of HHLR’s professionals to the relevant Portfolio Companies and their shareholders as directors could conflict with the interests of such client. For example, it could be inconsistent with a director’s fiduciary duties to share information he/she receives regarding the relevant Portfolio Company with HHLR personnel overseeing an investment in a different Portfolio Company even though that information would be beneficial to the other Portfolio Company and other client. Client Relationships and Other Business Ventures. In the course of its advisory business, HHLR will represent potential purchasers, sellers, investors, lenders and other involved parties with respect to businesses which would also be suitable for investment by a client. HHLR, acting on behalf of those clients, could recommend actions for such clients that are not in the best interest of a given client. HHLR will be under no obligation to decline such engagements in order to make investment opportunities available to any particular client. In addition, HHLR has long-standing relationships with companies and investment funds with investment objectives similar to or the same as those of its clients and which could be in a position to compete with

clients for investment opportunities. In determining whether to pursue a particular transaction in which clients might invest, HHLR and its affiliates will consider these relationships, and there could be certain potential transactions which will not be available for investment by a client in view of such relationships. Each of HHLR and its affiliates will engage in other business ventures to the extent not prohibited by the relevant clients’ governing documents, independently or with others, including ventures involving investing in securities or managing or participating in other investment funds, or pursuing co-investments with a client or otherwise investing in Portfolio Companies independently of such client. Other ventures undertaken by HHLR and its affiliates could be competitive with a client. Conflicts of interest will arise from time to time as a result of such activities, including in allocating management time, services or functions. Other employees assigned to HHLR will work on projects for affiliates, and conflicts of interest will therefore arise in allocating management time, services or functions among such affiliates. Strategic Business Partners. Hillhouse Investment Group has formed and will continue to form relationships with third-party strategic partners to allow clients to take advantage of their expertise, often in particular industries, sectors and/or geographies. These strategic partners often have close, sometimes exclusive, business relationships with Hillhouse Investment Group and provide services that are similar to, and that overlap with, services Hillhouse Investment Group provides to clients, including sourcing, conducting due diligence on or developing potential investments, as well as structuring, managing, monitoring and disposing of investments, and managing investment vehicles. At times, members of Hillhouse Investment Group will sit on the boards or investment committees of such strategic partners. Hillhouse Investment Group determines the compensation of its strategic partners on a case-bycase basis, and this compensation would take the form of one or more of the following: direct payments from Hillhouse Investment Group, a client or a Portfolio Company; grants of carried interest generated by a client; stock option or equity grants in a Portfolio Company; profits interests in a Portfolio Company; and/or other similar payments from Hillhouse Investment Group, a client or a Portfolio Company. This creates a conflict of interest because Hillhouse Investment Group has an incentive to structure compensation under strategic business partnerships so that clients bear additional costs (directly or indirectly). Hillhouse Investment Group could also offer strategic partners the opportunity to co-invest alongside clients (either themselves or through their own co-investors) in certain investments, in some cases regardless of whether such partner played a significant role in sourcing or managing the specific investment. Please see Item 10, “Hillhouse Employee Personal Investments” for information regarding Hillhouse Investment Group employees’ ability to invest or co-invest in Stakes and Seed Funds (as defined below) and related conflicts policies and procedures. Diverse Investor Group. Fund investors could have conflicting investment, tax and other interests with respect to their investments. As a consequence, conflicts of interest are expected to arise in connection with decisions made by HHLR, including with respect to the nature or structuring of investments that could be more beneficial for one investor in a Fund than for another investor in the same Fund, especially with respect to an investor’s individual tax situations. The nature and diversification of each Fund’s investments, as well as the manner in

which HHLR makes, structures, holds and exits them, could therefore lead to a more favorable legal, tax or regulatory outcome for some investors. In selecting investments appropriate for each Fund, HHLR will consider the investment objectives of the Fund as a whole, not the investment objectives of any investor. Limited Partner Advisory Committee. Many Funds have a Limited Partner Advisory Committee or a similar body (an “LP Advisory Committee”) that is empowered to provide on behalf of the Fund consents to and ratifications of, among other things, situations where HHLR may be conflicted. The LP Advisory Committee will generally have the ability to bind the Fund, even though other investors may disagree with a given action, and other investors may have no opportunity to cause the LP Advisory Committee to take or refrain from taking any action. In addition, LP Advisory Committee members are generally selected by HHLR and may serve at the pleasure of HHLR. Investors that serve on a LP Advisory Committee will have interests that differ from, or conflict with, the interests of other investors due to different legal, tax or regulatory regimes, their interests in other Funds or their overall relationship with Hillhouse Investment Group (including direct or indirect economic interests in Hillhouse-affiliated entities), as set forth in the governing documents of the relevant Fund. Accordingly, an LP Advisory Committee can make decisions that benefit its members, a Fund or HHLR, even if they are adverse to other investors. Similarly, investors that serve on an LP Advisory Committee do not need to take into account the interests of other investors in voting on matters presented to partners more generally. Relationships and Transactions with Portfolio Companies. HHLR is also associated with (or could directly or indirectly own or control) businesses established by, involving or seeded by its current and former personnel of Hillhouse Investment Group, or current and former executives or other personnel of Portfolio Companies or other persons who are not employees or affiliates of Hillhouse Investment Group (including but not limited to other asset managers, investment consultants, advisors and Portfolio Companies) and other similar strategic relationships (collectively, with Hillhouse Investment Group, the “Hillhouse Network”). Members of the Hillhouse Network share resources such as technology infrastructure and office space in addition to back-office personnel. Members of the Hillhouse Network from time to time compete for transactions in the same or similar securities, industries and/or sectors or take conflicting positions with respect to a particular security, industry and/or sector. Legal, regulatory and/or operational barriers could limit the members of the Hillhouse Network from coordinating in such activities and transactions. In addition, HHLR, its affiliates, or other members of the Hillhouse Network provide, and may in the future provide, services (including investment advisory services) to Portfolio Companies or to affiliates of Portfolio Companies (“Services Arrangements”). Compensation paid to HHLR, its affiliates, or other members of the Hillhouse Network under Services Arrangements will not necessarily be repaid or rebated to clients. Compensation for services provided under these Services Arrangements may or may not be required to be determined on an arm’s length basis. Any such determination will generally be made by HHLR or one of its affiliates, which presents a conflict. The potential for HHLR, its affiliates, or other members of the Hillhouse Network to indirectly profit creates an incentive for HHLR to influence Portfolio Companies to enter into Services Arrangements. HHLR recognizes the conflicts in these situations and relies upon its compliance and conflicts policies to manage actual and potential conflicts.

Without limiting the generality of the foregoing, HHLR, its affiliates and other members of the Hillhouse Network provide, and may in the future provide, investment advisory services for Portfolio Companies and their affiliates. These arrangements, accordingly, present a conflict of interest in that HHLR, through a client’s ownership interest in a Portfolio Company, could influence that Portfolio Company or one of its affiliates to engage HHLR, its affiliates, or other members of the Hillhouse Network. In addition, HHLR, its affiliates, or other members of the Hillhouse Network will receive any fixed and incentive compensation agreed to with each such Portfolio Company (or its affiliate), which in many cases is not repaid or rebated to clients, which poses an additional conflict. While the compensation received from the Portfolio Company (or its affiliate) is expected, in the aggregate, to be commensurate with fees charged by other third-party alternative investment managers, that determination will generally be made by HHLR or one of its affiliates, which poses an additional conflict. Portfolio Companies may not be treated as affiliates of HHLR and its affiliates. As a result, any restrictions or conditions in the governing documents for the applicable Funds that relate specifically to HHLR and its affiliates do not apply to such Funds’ Portfolio Companies, even if a Fund has a significant economic interest in a Portfolio Company and/or ultimately controls it. In addition, certain members of HHLR’s management constitute and/or serve as the directors of the Fund general partners, Funds, and various investments and investment vehicles of the Funds. Each of these relationships creates a conflict of interest. HHLR addresses this conflict of interest by negotiating all of its investment management agreements with its clients on arm’s-length terms and making disclosures in accordance with Fund terms, the relevant client agreements, or HHLR’s policies and procedures. Platform Companies. HHLR could invest in Portfolio Companies that in turn seek to acquire interests in other companies or assets. These investment opportunities could be structured as “platform companies,” as operating joint ventures, holding companies, partnerships, structured finance vehicles, incubators, start-up and other platform companies or other similar arrangements. A platform company typically retains its own qualified management team to operate, administer and manage the company on a daily basis, including by sourcing the underlying assets. Members of the management team could render services exclusively to the platform company or provide the same or similar services to unaffiliated third parties or to other Funds or Portfolio Companies, including similar platform companies of predecessor funds, successor funds and other Funds. Members of a platform company management team could receive separate compensation for services rendered to unaffiliated third parties or to Funds or portfolio companies. Any compensation the management team receives, regardless of whether Funds, portfolio company or unaffiliated third party pays, would be in addition to, and would not offset, the management fee payable by the Limited Partners. Given that HHLR otherwise pays the salaries of HHLR’s employees, HHLR would have an incentive to convert existing HHLR employees into members of a platform company’s management team. Investments in Asset Managers, Insurance Companies or Similar Businesses. From time to time, there are opportunities to invest in asset managers, insurance companies or other similar businesses, which could include holding an interest in the manager, company, or business itself

(or in one of its affiliates) and/or investing in pooled investment vehicles or similar structures connected with that asset manager, insurance company or similar businesses. HHLR will allocate such investment opportunities in accordance with its allocation policies, procedures, and processes. In the event that such investment opportunities involve substantive integration with Hillhouse Investment Group (e.g. significant reliance upon the personnel, distribution, branding, research, investment expertise, or other resources of Hillhouse Investment Group), or where limitations pursuant to applicable law, regulations or client agreements may apply, or subject to any other limitations or restrictions, HHLR could determine that such investment opportunities are appropriate solely for HHLR’s proprietary or principal investment activities and therefore not within the investment focus of a client. Interests of HHLR Professionals in the Funds and Other Entities. HHLR professionals generally invest in funds and structures that constitute our clients. While HHLR believes this helps align the interests of HHLR professionals with those of the clients’ other investors and provides a strong incentive to enhance client performance, these arrangements also give rise to conflicts of interest. For example, HHLR professionals have an incentive to influence the allocation or valuation of an attractive investment opportunity to a client in which they stand to personally earn the greatest return. Hillhouse Employee Personal Investments. While HHLR personnel are subject to stringent personal trading and conflicts policies and procedures, HHLR personnel are permitted to personally invest in certain assets, including: limited partnership interests in venture capital funds, growth funds, private equity funds, credit funds, hedge funds and other alternative investment funds (the “Investee Funds”) and co-investments alongside such funds; and equity or economic interests in third-party investment fund general partners and managers (together with the managers of Investee Funds, the “Investee Managers”). Such investments could include anchor investments, revenue shares or profit interests, or otherwise provide significant economic or governance rights in certain Investee Funds, including rights to appoint a voting member or observer on the relevant investment committee or limited partner advisory committee. Family office vehicles associated with HHLR’s officers or employees also have certain governance rights with certain Investee Managers. Investee Funds and other funds managed by Investee Managers (“Stakes and Seed Funds”) pursue a broad range of investment strategies and invest in a broad range of securities and instruments and other assets globally. Any Stakes and Seed Fund could invest in securities or other financial instruments of companies (or issuers) in which clients also have an interest. Any Stakes and Seed Fund could compete for the same types of investments. Also, a Stakes and Seed Fund could purchase investments from, or sell investments to, a client. Stakes and Seed Funds could also invest in competitors of clients or their respective portfolio companies. Actions taken by any Investee Manager in respect of any of the foregoing could adversely impact a client. Fees and Expenses. Different performance and management fees are charged for substantially similar products HHLR manages or advises, which also creates a conflict of interest. Please see Item 5, “Fees and Compensation” above for information regarding how HHLR is compensated by its clients, the conflict of interest created by allocating investment opportunities among clients, and how HHLR addresses such conflict of interest.

HHLR does not recommend or select third-party investment advisers for its clients. None of HHLR, HHLR, or any other affiliate receives compensation, directly or indirectly, from any of the others for any recommendation of the other. However, in certain circumstances, clients could enter into joint ventures with third-party managers or other persons with respect to the management of specified portfolio investments or categories of portfolio investments and in connection therewith, such third-party managers or other persons could receive management fees and/or performance-based compensation such as a carried interest in vehicles through which such joint ventures invest. Any compensation of such third-party managers or of joint venture partners, that will reduce a client’s returns from the relevant portfolio investments will not offset carried interest or management fees paid to HHLR and will increase the cost of the investors’ investment in clients. Warehoused Investment. During the term of a client, the general partner (or similar controlling entity) of such client or any of its affiliates could initially purchase all or part of an investment intended to be made by such client or fund the purchase of, make a cornerstone investment in connection with or provide financing in connection with, all or part of an investment made by such client if, in each such case, the general partner (or similar controlling entity) of such client determines that it would be necessary or appropriate, including from a legal, tax or regulatory standpoint, in order to facilitate the making of such investment by such client. In such situations, it is generally expected that, (a) the general partner (or similar controlling entity) of such client or its affiliate (as applicable) could transfer the relevant warehoused investment to such client or (b) such client could repay the general partner (or similar controlling entity) of such client or its affiliate (as applicable) for such funding or financing, typically at a price or in an amount (as applicable) generally equal to the cost of such warehoused investment plus interest thereon or on such other terms as permitted under such client’s governing documents.. In such cases, such client will pay all closing costs in connection with such warehoused investment, including costs incurred in connection with the transfer of such warehoused investment to such client (if applicable). There is no guarantee, however, that such warehoused investment will be transferred to such client at all (due to legal, tax, regulatory or other reasons), or that the price paid by such client for such warehoused investment would represent the price that would have been obtained in a transaction negotiated at arm’s length. Prior to the initial investment or initial closing of the applicable client, the general partner (or similar controlling entity) of such client or any of its affiliates could purchase, fund the purchase of, make a cornerstone investment in connection with or provide financing in connection with one or more investments to temporarily warehouse such investments for such client. Following the initial investment or closing of such client, the general partner (or similar controlling entity) of such client will use commercially reasonable efforts to procure that the general partner (or similar controlling entity) of such client or its affiliate (as applicable) transfers each such preinvestment or -closing investment to such client at a price equal to the cost of such investment plus interest thereon or on such other terms as permitted under such client's governing documents. In connection with, or in lieu of, the foregoing, HHLR could enter into arrangements with one or more non-affiliated persons (including any existing investors of any client and potential investors in a client) whereby such persons agree to initially fund all or a portion of the cost of such pre-initial investment or pre-closing investments.

There is no guarantee, however, that such pre-initial investment or pre-closing investments will be transferred to a client at all (due to legal, tax, regulatory or other reasons), or that the price paid by such client for each such pre-initial investment or pre-closing investment would represent the price that would have been obtained in a transaction negotiated at arm’s length. Other conflicts not discussed above are expected arise in connection with HHLR’s advisory business. Investors are urged to consult the offering and other governing documents of the relevant clients.

The Code sets forth, among other things, standards for the purpose of deterring wrongdoing and promoting: (i) honest and ethical reporting; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents; (iii) compliance with applicable laws, rules, and regulations; (iv) prompt internal reporting of violations of the Code; and (v) accountability for adherence to the Code. Clients or potential clients can obtain a copy of the Code by writing to HHLR’s Chief Compliance Officer at the address on the cover page of this Brochure. As discussed in Item 10, qualifying personnel of the non-U.S. affiliates discussed in Item 4 are treated as “access persons” by HHLR within the meaning of Rule 204A-1 under the Advisers Act, and are subjected to the Code. Interest in Client Transactions Clients of HHLR and its affiliates (such persons, the “Other Hillhouse Investors”) from to time to time hold investments similar to or the same as those made or proposed to be made by other HHLR clients. Investments held by Other Hillhouse Investors could be in the same or similar securities as those held by HHLR’s other clients, but acquired at different times, at lower or higher prices or valuations, and on different terms than those upon which HHLR’s clients acquire an investment. The different prices paid for, or terms of, securities held by the Other Hillhouse Investors creates conflicts of interest. HHLR has adopted an aggregation and allocation policy to help assure investment opportunities are recommended or allocated in a fair and equitable manner. As described more fully in Item 5,“Fees and Compensation,” HHLR takes various factors into account in making recommendation and allocation decisions.

Please see Item 5, “Fees and Compensation,” and Item 10, “Other Financial Industry Activities and Affiliations,” above for a discussion of the conflict of interest created by allocating investment opportunities among client accounts and how HHLR addresses the conflict of interest. Personal Trading The Code is designed to assure that the personal securities transactions, activities, and interests of HHLR’s employees do not interfere with their judgment in advising HHLR’s clients. HHLR discourages its employees from excessive personal trading due to the conflicts of interest (real and apparent) that such trading could present. Employees are required to seek pre-clearance for all reportable personal securities transactions and provide post-trading details of all approved personal trades. Employees are also required to provide HHLR with detailed information regarding their reportable personal securities holdings, which they are required to update on a quarterly basis. Although employees are not prohibited from personal trading, employees are prohibited from short-term trading or speculation, and employees must present any investment opportunities suitable for any investment strategy of HHLR’s clients to such clients prior to engaging in any transaction related thereto for personal benefit. To minimize the risk of conflicts of interests, employees and their immediate family members are not permitted to make personal trades in any security, company, asset, or investment product under research, traded in, or contemplated to be traded in by HHLR, in each case without the consent of the Compliance Officer. Service on Boards of Directors Representatives of HHLR, HIM, or their other affiliates, from time to time, serve on the boards of directors of Portfolio Companies and other companies. A HHLR representative serving as a director for a company has fiduciary duties to the company, as well as to HHLR’s clients. These separate fiduciary obligations could create conflicts of interest that must be addressed to ensure the HHLR representative serving as director does not breach his or her fiduciary obligations. In addition, if HHLR obtains material, non-public information by virtue of a representative serving as a director of a company, HHLR generally would be precluded from trading or making a recommendation with respect to the securities of such company. HHLR has adopted internal policies and procedures to address conflicts of interest that arise from time to time in connection with service on the board of directors of a company. Other Business Ventures HHLR, its affiliates, and its clients will engage in other business ventures to the extent not prohibited by agreements with its clients, independently or with others, including ventures involving investing in securities or managing or participating in other investment funds, or pursuing co-investments with HHLR’s clients or otherwise investing in Portfolio Companies independently of its clients. Other ventures undertaken by HHLR and its affiliates in certain circumstances are competitive with its clients. Conflicts of interest arise as a result of such activities, including in allocating management time, services or functions and allocating investment opportunities.

In addition, as discussed above, HHLR and its affiliates provide investment advisory services to Co-Investment Arrangements and/or Portfolio Companies, and also invest directly or indirectly in investment opportunities. HHLR recognizes the conflicts in these situations and relies upon its allocation and other internal policies and procedures to ensure fair and equitable allocation of investment opportunities, and to address other potential conflicts of interest. Conflicted Transactions For a number of the Funds, HHLR and its affiliates are and will be among the largest investors. As a result, certain transactions by such Funds could constitute “principal transactions” (as such term is used under the Advisers Act). With respect to principal transactions, cross trades, related-party transactions and other transactions and relationships involving potential conflicts of interest (collectively, “Conflicted Transactions”), the general partner of the relevant Fund will act in accordance with the policies and procedures established by HHLR to address these potential conflicts of interest and to authorize or ratify such transactions. HHLR expects that any Conflicted Transaction for which consent is required under its policies and procedures or applicable law to be submitted for review and approval to the relevant LP Advisory Committee or board of directors of the general partner of the relevant Fund (so long as the majority of the members of such board is comprised of independent directors) and the decision of the LP Advisory Committee or such board will be binding on the relevant Fund. Other conflicts not discussed above could arise in connection with the management and operation of HHLR’s clients.

In recommending and/or selecting brokers to effect portfolio transactions, HHLR considers various factors, including, without limitation: price; quality of execution, including the reliability, promptness, level of accuracy and confidentiality in executing orders; extensiveness of the broker’s distribution network; commission rates or other transaction costs; HHLR’s access to the broker’s trading desk; the broker’s familiarity with HHLR’s investment practices; and the value of certain brokerage or research services. HHLR does not consider whether it receives client referrals from a broker-dealer or third party in recommending or selecting a broker. In any event, non-discretionary account clients are not under any obligation to select the broker that HHLR has recommended. Directed Brokerage Clients sometimes request that HHLR use a particular broker-dealer to effect transactions in recognition of services clients receive from the broker-dealer or from a third party. Any such request by a client must be accepted by HHLR prior to implementation. A client’s direction of

brokerage services could cost such client more money and could prevent such client from receiving the most favorable execution of such client’s transactions. Soft Dollar Arrangements While HHLR currently does not have any formal soft dollar arrangements, HHLR or its affiliates could enter into arrangements whereby HHLR receives research or other products or services (other than execution) from a broker or other third party in connection with client securities transactions, known as “soft dollar benefits.” These soft dollar benefits would be received in connection with commission fees paid to those brokers to execute client transactions. These research products and services would be intended to provide HHLR with valuable research and services that HHLR would otherwise have to produce or purchase from third parties with its own funds. Any transaction in which soft dollar benefits are being received will be carefully evaluated to determine that the transaction complies with HHLR’s duty to seek Best Execution. However, as a result of any soft dollar benefits HHLR receives, HHLR could have an incentive to select or recommend a broker based on receipt of soft dollar benefits. Section 28(e) of the Securities Exchange Act of 1934 establishes a safe harbor allowing investment managers to use client funds, by way of commission dollars, to purchase certain “brokerage and research” services. Pursuant to this safe harbor, the brokerage and research services, if any, must provide HHLR with lawful and appropriate assistance in the performance of its investment decision-making responsibilities. Further, HHLR will make a good faith determination that the amount of commissions paid by clients is reasonable in light of the value of the brokerage or research services received. This means that clients could pay commissions to a broker in an amount greater than the amount another broker might charge. HHLR would only enter into soft dollar arrangements if it believes that the products or services it could obtain through soft dollar arrangements would benefit all of its relevant client accounts, rather than benefitting just one account. HHLR currently does not require soft dollar benefits to be allocated proportionately to the amount of soft dollar benefits generated by each client account. Therefore, it is possible that such soft dollar benefits could provide a benefit to some clients who have not generated a proportionate share of commissions used to pay for these benefits. However, it is also possible that clients could benefit from these arrangements to a greater extent than the commissions they generated. Trade Aggregation HHLR generally aggregates its client orders when doing so will result in a better overall price for its clients’ trades and as otherwise consistent with the terms of its allocation policies. Aggregation or “bunching” describes a procedure whereby an investment manager combines the orders of two or more clients into a single order for the purpose of obtaining better prices and lower execution costs. Aggregation opportunities generally arise when more than one client is capable of purchasing or selling a particular security based on investment objectives, net asset value, available cash, lifespan of HHLR’s clients and other factors. HHLR will not aggregate orders among clients of HHLR and/or its affiliates where such activity is inconsistent with or is

prohibited by local law, regulations or exchange rules. HHLR does not aggregate or bunch certain client orders of A Share Investments since A Share Investments are generally processed separately with respect to each client. This could lead to the inability for clients to participate in certain transactions due to market, regulatory, or deal-specific restrictions and requirements.

In addition, clients and investors receive unaudited statements with information on their account activity on a quarterly basis (or on a more frequent basis, depending on the Fund terms or the client agreement). These written financial statements and reports typically do not include a listing of portfolio investments. In connection with making QFII Investments, HHLR’s clients are required to engage a custodian to assist with holding client assets, reporting, and other related activities. HHLR urges clients to carefully review statements and reports received from their broker-dealers, banks and other qualified custodians and to compare any account statements received from HHLR against information received from their qualified custodian. To the extent requested by HHLR’s managed account clients’ or its managed account clients’ custodian, HHLR provides a written copy of its transaction reports or records related to such client’s accounts to assist such client or clients’ custodian with reconciliation of information. Within 30 days after the end of each calendar month or as soon thereafter as is reasonably possible, HHLR or one of its affiliates delivers an unaudited statement of an estimate of such client’s account and account balance(s) and any capital contributions or withdrawals by such client since the preceding month-end.

In certain circumstances, HHLR receives director’s fees in connection with such service. Please see Item 11, “Code of Ethics, Participation or

Interest in Client Transactions, and Personal Trading,” for a description of HHLR’s process for addressing conflicts of interest created by its related persons serving as directors.

HHLR’s Chief Compliance Officer is responsible for ensuring that any qualified custodian with custody of client assets that fall under the Custody Rule is properly qualified. Further, HHLR could satisfy the audit provision of the Custody Rule through an annual audit of the relevant clients. Where required, audited financial statements are prepared and delivered to underlying investors in accordance with the Custody Rule. Item 13, “Review of Accounts” above describes the content and frequency of other reports delivered to underlying Fund investors.

The financial interest of HHLR’s clients is the primary consideration in determining how proxies should be voted. Further, as the decision to invest in a company normally represents confidence in the company’s management, HHLR will typically give serious consideration to management recommendations. HHLR will generally support management recommendations regarding

internal operations and those without significant economic effects. Conversely, management proposals that are likely to have significant economic effects, involve management interests or where HHLR lacks confidence in the management team will be subject to greater scrutiny on a case-by-case basis. The following is a brief summary of principles, rather than rules, that reflect the long-term approach that guides (but does not obligate) HHLR’s investment and proxy voting decisions regarding common proxy proposals. 1. Board of Directors: HHLR will generally support resolutions that promote the effectiveness of boards in acting in the best interest of shareholders. HHLR generally supports the election of a majority of independent directors. 2. Auditors and Auditor Compensation: Where all members of a company audit committee are independent, HHLR will generally support the election of directors, the appointment of auditors, and the approval of the auditor compensation recommended by the board of directors. 3. Changes in Capitalization: HHLR recognizes the need for the management of a company to have flexibility to issue or repurchase shares to meet changing financial conditions. HHLR will generally support changes in capitalization when a reasonable need for change is demonstrated. HHLR is, however, aware that new shares could dilute the ownership interest of shareholders, and HHLR will not generally support changes resulting in excessive dilution of existing shareholder value. 4. Corporate Restructuring, Mergers, and Acquisitions: HHLR believes proxy votes dealing with corporate reorganizations are an extension of the investment decision. Accordingly, HHLR will analyze such proposals on a case-by-case basis, weighing heavily the views of its research analysts that cover the company and its investment professionals managing the portfolios in which the stock is held. 5. Management Compensation: HHLR’s goal is to support compensation arrangements that are tied to long-term corporate performance and shareholder value. These arrangements should better align management’s interests with those of shareholders and should induce management to purchase and hold equity in the company. Stock option plans that are overly generous or excessively dilutive to other shareholders generally will not be supported. 6. Other Issues: HHLR will address business issues specific to a company or those raised by shareholders of a company on a case-by-case basis with a focus on the potential impact of the vote on value for its clients. Procedurally, HHLR will take reasonable measures under the circumstances to obtain knowledge of meetings and other events giving rise to solicitation of proxies, assure that proxies are received in sufficient time for HHLR to take action, vote proxies, and return the proxies to the parties soliciting them in time to be counted. Clients could direct (in certain cases) the vote of HHLR in a particular solicitation, obtain information from HHLR about how it voted clients’ securities, and obtain a copy of HHLR’s proxy voting policies and procedures by writing to

HHLR Advisors, Ltd., Attn: Chief Compliance Officer, at the address on the cover page of this Brochure. If an HHLR representative serves on the board of directors for a Portfolio Company in which a client invests, unique conflicts of interest in relation to proxies could exist. In such circumstances, HHLR’s Chief Compliance Officer or its designee will undertake a review prior to any vote by the proxy recipient to determine whether a material conflict of interest exists between the applicable HHLR representative and the interests of such client, or between the HHLR representative and such client and company shareholders. In the event a material conflict of interest is identified, the Chief Compliance Officer or his or her designee will take such steps as he or she deems necessary to determine how to vote the proxy in the best interests of the relevant client. In each instance, when exercising their voting discretion, HHLR’s representatives will seek to avoid any direct or indirect conflict of interest between a client(s) and their voting decisions.