Here Group Ltd

As such, our historical business model with our established businesses does not serve as an adequate basis for evaluating our prospects and future operating and financial results, including, among others, our overall revenue growth, margin level and operating cash flows. We cannot assure you that our new business will achieve the same level of success as that of our established businesses. In addition, the completion of the restructuring is subject to uncertainties, including the satisfaction of closing conditions, regulatory approvals (if any) and filings, and the ability of prospective parties to fulfill their obligations under the transaction agreements. We also cannot assure you that the restructuring will be successfully consummated on expected terms or within the anticipated timeframe. Moreover, we and the counterparties have made a number of representations and warranties and covenants in the agreements for consummating the restructuring, including the equity transfer agreements through which we spin off our individual online learning services. For instance, we are obligated to cause such business to be operated in the ordinary course before the closing.