IMPORTANT LEGAL INFORMATION

THE INFORMATION CONTAINED IN THE FOLLOWING SECTION OF THE PROSPERITY QUEST II LIMITED WEBSITE(THIS "SITE") IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR TO UNITED STATES CITIZENS OR PERSONS LOCATED IN, OR WITH A REGISTERED ADDRESS IN OR RESIDENT IN, AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY LEAD TO A BREACH OF ANY RELEVANT LAW OR REGULATION.

The release, publication or distribution of the information contained in the following section of this Site may be restricted by law or regulation in certain jurisdictions. Any persons into whose possession any of such documents or other information come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the laws or regulations of such jurisdiction.

By selecting the "Yes, I certify" box, below, you are certifying that you are not a United States citizen and are not located in, nor have a registered address in or are resident in, Australia, Canada, Japan or the United States. You are also certifying that you have read and understood this important legal information and that you are an individual who is otherwise permitted under applicable law and regulation to receive information of the kind contained in the following section of this Site.

IF YOU ARE A UNITED STATES CITIZEN OR ARE LOCATED IN, OR HAVE A REGISTERED ADDRESS IN OR ARE RESIDENT IN, AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES, PLEASE SELECT THE "NO, I CANNOT CERTIFY" BOX, BELOW.

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The information contained in the following section of this Site does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, ordinary shares of Prosperity Quest II Limited (the "Company", and such ordinary shares, the "Ordinary Shares") in the United States, or to any person in any other jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for distribution in Australia, Canada or Japan.

The Ordinary Shares have not been, nor will they be, registered under the US Securities Act of 1933, as amended from time to time (the "Securities Act"), any state securities laws in the United States, the applicable securities laws of Australia, Canada or Japan, or any other jurisdiction. Subject to certain exceptions as described in the prospectus dated [●] 2010 relating to the initial public offer of at least 15 million Ordinary Shares, the Ordinary Shares may not be offered or sold within Australia, Canada, Japan or the United States or to or for the account or benefit of any person who is a US person ("US Person") as defined in Regulation S promulgated under the Securities Act ("Regulation S").

The Company or its affiliates may arrange for the offer and sale of Ordinary Shares in the United States or to US Persons reasonably believed by them to be (i) "qualified institutional buyers" as defined in Rule 144A promulgated under the Securities Act ("Rule 144A") and (ii) "qualified purchasers" as defined in Section 2(a)(51) of the US Investment Company Act of 1940, as amended from time to time, in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A. The Ordinary Shares being offered and sold outside the United States are being offered to non-US Persons in reliance on Regulation S. For this purpose, "non-US Persons" means parties who are not US Persons. Prospective investors in the Ordinary Shares are hereby notified that sellers of the Ordinary Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, or another exemption from the registration requirements of the Securities Act.

The information contained in the following section of this Site is directed only at (a) persons who are outside the United Kingdom, or (b) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), or (c) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Order, or (d) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").

The persons falling within Article 49(2)(a) to (d) of the Order are the following:

  1. any body corporate which has, or which is a member of the same group as an undertaking which has, a called-up share capital or net assets of not less than:
    1. if the body corporate has more than 20 members or is a subsidiary undertaking of an undertaking which has more than 20 members, £500,000; and
    2. otherwise, £5 million,
  2. any unincorporated association or partnership which has net assets of not less than £5 million;
  3. the trustee of a high value trust; and
  4. any person ("A") whilst acting in the capacity of director, officer or employee of a person ("B") falling within any of sub-paragraphs (a) to (c), above, where A's responsibilities, when acting in that capacity, involve him in B's engaging in investment activity.

The Ordinary Shares are available only to, and any invitation or offer may be directed at, or any agreement to subscribe for, purchase or otherwise acquire the Ordinary Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the information contained in the following section of this Site.

Any offer of Ordinary Shares that may be deemed to be made pursuant to the documents or other information contained in the following section of this Site in any EEA member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member state, the "Prospectus Directive") is addressed solely to, and directed at, persons in that member state who are qualified investors (within the meaning of Article 2(1)(e) of the Prospectus Directive) in that member state, or who are other persons to whom such information may lawfully be addressed under the Prospectus Directive, and must not be acted on or relied on by other persons in that member state.

The Company is a closed-ended investment company which is authorised pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and the Authorised Closed-ended Investment Schemes Rules 2008 issued by the Guernsey Financial Services Commission. Neither the Guernsey Financial Services Commission nor the States of Guernsey Policy Council takes any responsibility for the financial soundness of the Company or for the correctness of the Site or the Information.

By selecting the "Accept" box, below, you are certifying that you have read and understood this important legal information, that you understand that it may affect your rights and agree to be bound by its terms.