Upon the conclusion of the APF loan agreement (the “Loan Agreement”), there are considerations and risks as follows:
1. Notes on the nature of this loan agreement
All businesses in relation to this Loan Agreement will be done by the Operator or entrusted to relative organizations. The Contractor shall not be entitled to carry out or order third party to carry out such businesses. There is possibility for the Operator to change the term of the Loan Agreement and etc. at its discretion during the term of the Loan Agreement because of the situation of the Operator’s money lending business for continuity of the business and assurance of its profit and especially because the term of this Loan Agreement would be long relatively.
2. Considerations on the fluidity of this Loan Agreement
During the term of this Loan Agreement, this Loan Agreement cannot be canceled. Rights based on this Loan Agreement cannot be assigned in accordance with this Loan Agreement. At present, no market dealing with claims based on this Loan Agreement and/or status as the party of this Loan Agreement exists.
3. Risk of refund of principal and repayment of interest
The repayment of interest and refund of loan in accordance with this Loan Agreement shall be made only from the Operator’s income gained through its money lending business. And the amount of repayment of interest in accordance with this Loan Agreement shall be the amount calculated based on the Operator’s profit during its fiscal year.
4. Exchange risk
Loan in accordance with this Loan Agreement shall be made in yen, but the operation of money lending business will be done in US dollar. And repayment of interest in accordance with the Loan Agreement will be made in US dollars. Therefore, you may suffer from foreign exchange losses upon withdrawal of the loan refunded or interest repaid in yen.
5. Risk of law change
The contents of this precautious statement of the Loan agreement abides by existing Japanese laws and Cambodian laws. In addition, the Operator doesn’t warrant judicial decision made in Japan, Cambodia or Hong Kong which may occur after the conclusion of this Agreement and change of Japanese laws, Cambodian laws and administrative treatment.
6. Risk of change of tax regulations
Depending on the discretion of tax authorities, there is a possibility that the tax treatment which is presupposed at present, may be gotten. In the case of change of the treatment of the current tax regulations or relating regulations (inclusive of relative circulars) which are presupposed upon the conclusion of this Loan Agreement, there is a possibility that the profit supposed may not be gained.
7. Country risk of Cambodia
Changes of national conditions (political, economic, trade regulations, etc.) and natural disasters and epidemics in Cambodia may cause influence to the Operator’s performance of its obligations under the Loan Agreement (repayment of interest and refund of loan).
8. Credit risk of Operator
In the case that the Operator is caught up in a business slump, insolvency or bankruptcy due to its employee’s embezzlement etc. during not only its fiscal year but also the period from the loan repayments date until the last remittance date, and it has become difficult for the Operator to continue its business, there is a possibility for the Contractor not to receive repayment of the loan and/or interest on it. Because foreign laws, regulations and market practice are applied to the Operator, issues which do not exist in Japanese laws, systems and market customs or generally are not thought to be reasons for insolvency or etc., might to be judged reasons for insolvency. The Operator’s performance of its obligations (repayment of interest and refund of loan) are not guaranteed at all.
9. Risk of worsening Operator’s financial condition
In the case that the Operator’s sales fall below significantly the expected sales, unexpected costs occur or an unexpected situation occurs, there is a risk that the Operator’s financial condition may worsen.
10. Risks related to money transfer and use of loan
When the Operator judges the loan under the Loan Agreement necessary to implement the money lending business after the conclusion of the Loan Agreement, the loan will remitted from the Contractor to the Operator at any time and will be used to implement the business according to contents provided in use and expenses expected.
11. Risks associated with investigation of facts
Fact-finding survey is carried out by the Contractor on the basis of its own standards. Although all obtained documents and all Operator’s answers for questions made to it would be presupposed to be true, there is a risk that there may be wrong information in the survey. In addition, please note that the judgment based on the Operator’s survey doesn’t warrant its performance of its obligations (repayment of interest and refund of loan) nor its business plan nor that it would not bankrupt.
12. Changing privileges or being disable to grant privileges
The Operator plans to grant some privileges to the Contractors but there is a risk that the Operator cannot grant them or may change the contents thereof.
13. Risk of natural disasters
Factors caused by natural disasters such as a big earthquake, tsunami and typhoons, etc. may cause adversely affects to the Operator’s business.
14. Risks associated with licensing, etc.
Upon the practice of the Operator’s money lending business, permission or approval for it may be necessary. Even in the case where the Operator has already obtained the approval or permission for the business, for such reasons as the violation of the standards set forth in laws and regulations, or strengthening and changes of regulations, the approval or permission may be cancelled which may cause a risk against that the Operator’s business.
15. Litigation risk, etc.

Upon its doing business, there may be a law suit due to labor issues or difference of opinion from that of its business partners and it may cause a risk of bad affect to its business. In addition, law suits may cause bad affects to social credibility, etc. of the Operator.