This Statement is intended to highlight the principal risks associated with evaluating and/or making investments in projects presented in this Neosun Company prospectus (hereinafter, the “Company”). In general, risk means the possibility that actual outcomes differ from plans and projections and may affect the value and timing of returns.

This Statement is provided to all individuals and legal entities considering an investment in the Company. It summarizes key risk areas typical for our sector; it does not describe every risk associated with the Company’s activities. Prospective investors should carefully assess whether the considerations below are acceptable in light of their personal circumstances and financial capacity and are encouraged to obtain independent legal, tax and financial advice. Any investment decision should be made after carefully weighing these risks in light of your objectives and financial capacity, and must rely solely on the definitive offering documents and your own independent legal, tax and financial advice. By continuing to review our materials, you acknowledge these considerations.

1) General Investment & Market Risks

  1. Investment risk. Returns are not guaranteed; outcomes may differ from expectations. In adverse scenarios, part or all of the invested funds may be at risk.

  2. Systemic risk. Political environment, legislative specifics (including currency regulations) and potential changes, fiscal policy and public finances, and the maturity of local financial systems may affect project viability.

  3. Market & counterparty risk. Performance depends on the financial condition and reliability of investment recipients and counterparties (including offtakers, EPC/O&M contractors, suppliers, lenders). Financial distress or insolvency at any level may impair performance and recoveries.

  4. Liquidity risk. Limited demand or the need for a rapid sale may reduce the ability to dispose of a position at a desired time or price, potentially resulting in losses from a significant decrease in value.

2) Financial Risks

  1. Currency risk. Adverse movements of the local currency against foreign currencies can affect cash flows and valuations; inflationary effects may reduce real income. Obligations linked to foreign currency or foreign instruments may change in size, which can lead to losses.

  2. Interest-rate risk. Unfavourable changes in benchmark rates and financing costs can impact project economics. This may be amplified by mismatches in maturity/repayment schedules between assets and liabilities or unequal repricing speeds of receivables and obligations.

  3. Refinancing and covenant risk. Availability and terms of debt are not assured; inability to refinance or a breach of covenants can adversely affect distributions and valuations.

3) Legal, Regulatory & Compliance Risks

  1. Legal/regulatory changes. Approvals, permits, sector regulations and energy-market rules (including tariff methodologies and indexation) may change and affect development and operations. Negative consequences may also arise from new or amended regulatory acts and self-regulatory organization (SRO) standards applicable to relevant markets.

  2. Permitting, land & grid. Delays or refusals in permits, land rights and grid connection (including interconnection costs and technical requirements) can defer or reduce expected returns.

  3. Sanctions & export controls. Restrictions affecting components, software (e.g., SCADA), logistics and banking (including correspondent de-risking) may impact schedules, costs and feasibility.

  4. AML/KYC & anti-corruption. Compliance obligations may restrict counterparties or timing and can affect project execution or cash movements.

  5. Dispute resolution & enforceability. Contractual remedies depend on applicable law and forum; enforcement in some jurisdictions may be uncertain, prolonged or costly.

4) Project-Specific (PPA / C&I Solar & ESS) Risks

  1. Offtaker risk. Creditworthiness, payment discipline, change of control, metering/dispute processes and early termination rights materially influence cash flows.

  2. Performance & resource risk. Solar resource variability and performance ratio shortfalls vs. projections can reduce revenues. Soiling/shading, temperature effects and curtailment may further impact output.

  3. Curtailment & dispatch. Grid operator rules and network constraints may limit export without full compensation.

  4. Construction & OEM risk. EPC delays, cost overruns, force majeure, dependency on module/inverter suppliers; warranty scope, claim uncertainty and spare-parts availability.

  5. O&M & availability. Preventive maintenance, downtime, remote monitoring, cyber risks and insurer requirements affect long-term availability and costs.

  6. Insurance. Coverage may include deductibles, exclusions or limits (e.g., political risks, war/terror, catastrophic events); availability and pricing can change.

5) Group Structure, Securities & Distribution Risks

  1. Holding/SPV structure. Cash waterfalls, ring-fencing, reserve accounts and lender protections may restrict upstream distributions to holding levels; intercompany dependencies and cash-trap mechanisms can delay or reduce investor payouts.

  2. Securities characteristics. Limited secondary markets, transfer restrictions, valuation uncertainty, potential dilution from future capital raises and seniority of other instruments may affect your position.

  3. Bankruptcy/insolvency risk. Insolvency or bankruptcy of an issuer, project SPV or key counterparty may cause a sharp decline in value and materially delay or reduce distributions; market prices of related instruments may fall abruptly in such scenarios.

6) Technology, Operations, Cybersecurity & Data

  1. Technology lifecycle. Module degradation, inverter/transformer failures, BOS component issues and technological obsolescence can affect performance and replacement costs.

  2. Operational & cyber risk. Use of electronic communications and online systems entails operational and cybersecurity considerations, including the risk of theft of funds from accounts and leakage of confidential information.

  3. Data protection. Compliance with data-protection laws and internal controls is required; breaches may result in costs, liabilities or regulatory actions.

7) ESG & Environmental

  1. Environmental compliance. Permitting, safeguards and environmental management (including waste and end-of-life treatment for solar modules and batteries) may require additional capex/opex.

  2. Community & land matters. Land rights, community engagement and social standards may influence timing and cost.

Important Notices

  • Not an offer / not advice. This information does not constitute an offer of securities, a solicitation or an individual investment recommendation and may not suit your objectives or profile.
  • Eligibility & distribution. Access to any offering may be limited to qualified/professional/accredited investors under applicable law. Distribution of materials may be restricted in certain jurisdictions.
  • Language & precedence. If multiple language versions exist, the English version prevails. In the event of any inconsistency, the definitive offering documents (e.g., PPM, term sheet, shareholders’ agreement, project finance and PPA documentation) prevail over this Statement.
  • Forward-looking statements. Any forecasts, targets or timelines are based on assumptions (resource, build and operating costs, tariffs, FX, financing terms, offtaker performance, regulatory stability, etc.) that may not materialize; actual results may differ materially.
  • Investor responsibility. You agree to rely on your own due diligence and independent legal, tax and financial advice and to make any investment decision based solely on the definitive offering documents.
  • Acknowledgement. By continuing to use our website and materials, you confirm that you have read and understood this Statement and the extended disclosures referenced below.

Latest version and extended disclosures: https://neosun.com/risk-disclosure/
(The Company may update this Statement without prior notice.)