As filed with the Securities and Exchange Commission on September 23, 2021.

Registration No. 333-      ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

FWD GROUP HOLDINGS LIMITED

(Exact name of Registrant as specified in its charter)

Cayman Islands	6411	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

13/F, 14 Taikoo Wan Road, Taikoo Shing, Hong Kong SAR
+852 2850 3823
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name, address and telephone number of agent for service)

Copies to:

Colin J. Diamond, Esq.
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
United States
+1-212-819-8200 Kaya Proudian, Esq.
White & Case Pte. Ltd.
8 Marina View #27-01
Asia Square Tower 1
Singapore 018960
+65-6225-6000 Jessica Zhou, Esq.
White & Case
9th Floor Central Tower
28 Queen’s Road Central
Hong Kong SAR
+852-2822-8700 Alyssa Caples, Esq.
Nicholas Dorsey, Esq.
Cravath, Swaine & Moore LLP
CityPoint
One Ropemaker Street
London EC2Y 9HR
United Kingdom
+44-20-7453-1000 John D. Moore, Esq.
Slaughter and May
47th Floor, Jardine House
One Connaught Place
Central
Hong Kong SAR
+852 2521-0551

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company   ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)	Proposed Maximum Aggregate Offering Price(2)(3)			Amount of Registration Fee
Class A ordinary shares, par value US$0.01 per share	​	US$	100,000,000	​	US$	10,910.00

(1)

American depositary shares, or ADSs, issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-           ). Each ADS represents           Class A ordinary shares.

(2)

Includes (a) Class A ordinary shares represented by           ADSs that may be purchased by the underwriters pursuant to their option to purchase additional ADSs and (b) all Class A ordinary shares represented by ADSs initially offered and sold outside the United States that may be resold from time to time in the United States either as part of the distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public.

(3)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on an estimate of the proposed maximum aggregate offering price.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion. Dated     , 2021.

Preliminary Prospectus

American Depositary Shares

FWD Group Holdings Limited

Representing           Class A Ordinary Shares

This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of FWD Group Holdings Limited.

We are offering           ADSs. Each ADS represents           Class A ordinary shares, US$0.01 par value per share. We anticipate the initial public offering price per ADS will be between US$      and US$      .

Prior to this offering, there has been no public market for the ADSs or our shares. We intend to apply to list our ADSs on the New York Stock Exchange (the “NYSE”), under the symbol “FWD.”

On September 23, 2021, we entered into a subscription agreement with Athene Life Re Ltd. (“Athene”), a Bermuda-based reinsurance company and subsidiary of Athene Holding Ltd., a leading retirement services company, substantially all of the net invested assets of which are managed by affiliates of Apollo Global Management, Inc. (“Apollo”), a leading global investment manager. Pursuant to the subscription agreement, substantially concurrently with and subject to the completion of this offering, Athene has agreed to purchase Class A ordinary shares from us for an aggregate purchase price of US$400 million in a private placement. The Class A ordinary shares issued to Athene in the concurrent private placement will be issued at a price per Class A ordinary share equal to the initial public offering price per ADS adjusted to reflect the ADS-to-Class A ordinary share ratio. The private placement is being made pursuant to an exemption from registration with the U.S. Securities and Exchange Commission, or the SEC, under Regulation S of the U.S. Securities Act of 1933, as amended, or the Securities Act. Athene has agreed not to, directly or indirectly, sell, transfer, or dispose of any of the Class A ordinary shares acquired in the private placement for a period of 12 months with respect to Class A ordinary shares representing US$50 million of investment amount (the “Tranche B Purchased Shares”), and 24 months with respect to Class A ordinary shares representing US$350 million of investment amount (the “Tranche A Purchased Shares”), after the date of this prospectus, subject to certain exceptions. In addition, on September 23, 2021, we entered into an investment management framework agreement with Apollo Management Holdings, L.P. and Athene and a master investment management implementation agreement with certain affiliates of Apollo, which together set out the framework for a strategic collaboration between certain affiliates of Apollo, Athene and our company following the completion of this offering in asset management, product distribution and reinsurance. See “Prospectus Summary — The Offering — Concurrent Private Placement” for more details.

A number of investors have indicated their interest in subscribing for an aggregate of up to US$500 million of the ADSs being offered in this offering, including (i) up to US$300 million from Li Ka Shing Foundation (by itself or through a subsidiary), of which our ultimate controlling shareholder is a director on the board and a member and which was established by Mr. Li Ka Shing to support charitable purposes, (ii) up to US$100 million from PCCW Limited, of which our ultimate controlling shareholder is the chairman and an executive director and is deemed to have interest, and (iii) up to US$100 million from PCGI Holdings Limited (by itself or through a designated entity), our controlling shareholder. The subscriptions for ADSs are at the initial public offering price and on the same terms as the other ADSs being offered in this offering. Assuming an initial public offering price of US$       per ADS, the midpoint of the estimated initial public offering price range, the number of ADSs to be purchased by these investors would be up to        ADSs, representing approximately       % of the ADSs being offered in this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. However, because the indications of interest are not binding agreements or commitments to purchase, such investors may determine to purchase more, fewer or no ADSs in this offering, and we and the underwriters are under no obligation to sell ADSs to them. The underwriters will not receive any underwriting discounts and commissions on any ADSs purchased by such investors.

Our company currently does not have any substantive operations in mainland China. Accordingly, the laws and regulations of the PRC do not currently have any material impact on our business, financial condition and results of operations. However, if certain PRC laws and regulations were to become applicable to a company such as us in the future, the application of such laws and regulations may have a material adverse impact on our business, financial condition and results of operations and our ability to offer or continue to offer securities to investors, any of which may cause the value of our securities, including the ADSs, to significantly decline or become worthless. See “Risk Factors — Risks Relating to Legal and Regulatory Matters — Our business, financial condition and results of operations, and/or the value of our ADSs or our ability to offer or continue to offer securities to investors may be materially and adversely affected by existing or future laws and regulations of the PRC which may become applicable to a company such as us” and “Risk Factors — Risks Relating to Legal and Regulatory Matters - The PRC government exerts substantial influence and discretion over the manner in which companies incorporated under the laws of PRC must conduct their business activities. We are a Hong Kong-based company with no substantive operations in mainland China. However, if we were to become subject to such direct influence or discretion, it may result in a material change in our operations and/or the value of your ADSs, which would materially affect the interests of investors.”

See “Risk Factors” on page 21 to read about factors you should consider before buying the ADSs.

Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

​	Per ADS			Total
Public offering price	​	US$		​	US$
Underwriting discounts and commissions(1)	​	US$		​	US$
Proceeds, before expenses, to us	​	US$		​	US$

(1)

For a description of the compensation payable to the underwriters, see “Underwriting.”

To the extent that the underwriters sell more than           ADSs in this offering, the underwriters have a 30-day option to purchase up to an aggregate of           additional ADSs from us at the public offering price less the underwriting discounts and commissions.

Upon the completion of this offering,           Class A ordinary shares and           Class B ordinary shares will be issued and outstanding, assuming the underwriters do not exercise their option to purchase additional ADSs. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to 10 votes, except for resolutions with respect to a number of matters, in relation to which each Class B ordinary share is entitled to one vote, as specified in our amended and restated memorandum and articles of association, which will become effective immediately prior to the completion of this offering. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. PCGI Holdings Limited beneficially owns all of our issued Class B ordinary shares, representing    % of the voting power of our total issued and outstanding shares immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs.

The underwriters expect to deliver the ADSs against payment in New York, New York on           , 2021.

Lead Underwriters

MORGAN STANLEY GOLDMAN SACHS (ASIA) L.L.C. J.P. MORGAN

HSBC    CMB INTERNATIONAL

Prospectus dated                 , 2021.

TABLE OF CONTENTS

GLOSSARY	iii
PROSPECTUS SUMMARY	1
SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA	17
RISK FACTORS	21
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	74
MARKET AND INDUSTRY DATA	75
USE OF PROCEEDS	76
DIVIDEND POLICY	77
CAPITALIZATION	79
DILUTION	81
ENFORCEMENT OF CIVIL LIABILITIES	83
OUR HISTORY AND CORPORATE STRUCTURE	84
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA	91
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	95
EMBEDDED VALUE	165
INDUSTRY	167
BUSINESS	186
OUR OPERATIONS IN OUR GEOGRAPHIC MARKETS	216
REGULATION	226
MANAGEMENT	255
PRINCIPAL SHAREHOLDERS	277
RELATED PARTY TRANSACTIONS	280
DESCRIPTION OF SHARE CAPITAL	287
DESCRIPTION OF AMERICAN DEPOSITARY SHARES	299
SHARES ELIGIBLE FOR FUTURE SALE	314
TAXATION	317
UNDERWRITING	323
EXPENSES RELATED TO THIS OFFERING	336
LEGAL MATTERS	337
EXPERTS	337
WHERE YOU CAN FIND MORE INFORMATION	337
APPENDIX I – ACTUARIAL CONSULTANT’S REPORT	A-1
APPENDIX II – ADDENDUM TO ACTUARIAL CONSULTANT’S REPORT	B-1
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

i

Until           , 2021 (the 25th day after the date of this prospectus), all dealers that buy, sell, or trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

No dealer, salesperson or other person is authorized to give any information or to represent as to anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell, and we are seeking offers to buy, only the ADSs offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or any sale of the ADSs.

Neither we nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where other action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any free writing prospectus filed with the SEC must inform themselves about, and observe any restrictions relating to, this offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States.

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GLOSSARY

This glossary contains explanations of certain terms used in this prospectus in connection with the Group and its business. The terminologies and their meanings may not correspond to standard industry meanings or usage of those terms.

“Actual Exchange Rate” or “AER”	actual exchange rates for the relevant periods used for the purpose of calculation of growth.
“Adjusted Net Worth” or “ANW”	the statutory net asset value, reflecting the excess of assets over policy reserves and other liabilities reported on a local regulatory basis plus/minus mark-to-market adjustments for assets that have not been held on a market value basis minus the value of intangible assets.
“Adjusted Net UFSG”	Net UFSG excluding one-off opening adjustments (including non-economic assumption change) and expense overruns.
“Annualized Premium Equivalent” or “APE”	the sum of 10% of single premiums and 100% of annualized first year premiums for all new policies, before reinsurance ceded. Consistent with customary industry practice, a factor of 10% is applied to single premiums because such weighting makes the value of a single premium sale broadly equivalent to the same dollar amount of first year premiums. APE provides an indicative volume measure of new policies issued in the relevant period. See note 6.4 to the audited consolidated financial statements included elsewhere in this prospectus for more information. For takaful business, APE refers to annualized contribution equivalent.
“as-converted basis”	assuming (i) that each outstanding preference share and convertible preference share in FL or FGL is converted into one ordinary share in FL or FGL, as the case may be, in connection with the Reorganization Conversion, and (ii) the completion of the Reorganization and taking account of the Share Split. This does not take into account any difference between the total number of ordinary shares of our company that will be issued to certain the holders of convertible preference shares in FL and FGL as a result of the Reorganization Conversion and those under the assumptions described above.
“bancassurance”	the distribution of insurance products through banks or other financial institutions.
“CAGR”	compound annual growth rate.
“cede”	the transfer of all or part of a risk written by an insurer to a reinsurer.
“Constant Exchange Rate” or “CER”	constant exchange rate used for the calculation of growth and is based on average exchange rates of relevant periods, other than for balance sheet items where growth as at the end of the current year over the end of the prior year is based on end of period exchange rates.
“claim”	an occurrence that is the basis for submission and/or payment of a benefit under an insurance policy. Depending on the terms of the insurance policy, a

iii

​	claim may be covered, limited or excluded from coverage.
“customer”	anyone who owns or receives value from insurance products and services. Customers are categorized as either individual customers or group scheme customers.
“COLI”	corporate-owned life insurance.
“commission”	a fee paid to a distribution partner by an insurance company for services rendered in connection with the sale or maintenance of an insurance product.
“conversion rate”	the percentage of quoted leads that convert into successful sales.
“D2C”	direct-to-customer.
“Embedded Value” or “EV”	an actuarial method of measuring the consolidated value of shareholders’ interests in the existing business of an insurance company. Represents an estimate of the economic value of its life insurance business based on a particular set of assumptions as to future experience, excluding any economic value attributable to any future new business.
“Embedded Value Equity”or“EV Equity”	the equity attributable to shareholders on an actuarial basis, reflecting the Group EV, adjusted to include goodwill and other intangible assets attributable to shareholders. It is presented on a net-of-financing basis. Financing for this purpose includes debt held by us and comprises borrowings and perpetual securities.
“Embedded value operating profit”or“EV Operating Profit”	the change in EV over the relevant period, adjusted for movements relating to acquisitions, partnerships and discontinued businesses, economic variance, economic assumption charge, non-operating variance, capital movements, corporate adjustments, financing and foreign exchange movement. It comprises expected returns on EV, VNB, operating variance, and the impact of operating assumption changes. The results have been presented before allowing for operating expense and commission variance as these are considered as short term variances as Business Units are still in their growth phase and have not achieved economies of scale.
“exclusive bancassurance partnerships”or“exclusive bancassurance arrangements”	our exclusive bancassurance partnerships in-market generally require bancassurance partners to distribute our products on either an exclusive or preferred basis to their customers across networks and jurisdictions specified under their contracts and subject to applicable laws and regulations. Exclusive bancassurance arrangements commonly include termination rights which may be triggered if specific, pre-defined conditions are met, for example upon material breaches by either party, in the event a party becomes a competitor, upon a change of control or in the event of force majeure; in addition, in limited cases exclusivity also applies to us over the partnership term.
“expense ratio”	operating expenses expressed as a percentage of TWPI for the relevant period.

iv

“financial investments”	equity and fixed income securities plus receivables and derivative financial instruments classified as assets, excluding cash and cash equivalents.
“first year premiums”	premiums received in the first year of a recurring premium policy. As such they provide an indication of the volume of new policies sold.
“Free Surplus”	excess of adjusted net worth, i.e. adjusted statutory net asset value attributable to shareholders, over the required capital.
“Group Embedded Value” or “Group EV”	the consolidated EV of our Group and is presented on a net-of-financing basis. Financing for this purpose includes debt held and comprises borrowings and perpetual securities.
“Group Office”	employees from FWD Group Financial Services Pte. Ltd, FWD Group Management and Valdimir Pte. Ltd.
“GWP”	gross written premiums calculated based on applicable guidelines promulgated by the relevant insurance authorities.
“GWS”	group-wide supervision framework introduced by the HKIA, which came into effect on March 29, 2021.
“high net worth”or“HNW”	individuals who have investable assets of US$1 million or more.
“HKEX”	The Stock Exchange of Hong Kong Limited.
“IFA”	independent financial adviser.
“IFRS”	International Financial Reporting Standards.
“in-force customers,” “in-force agents,” “in-force products” or “in-force policies”	customers, agents or products with respect to an insurance policy or contract reflected on records that has not expired, matured or otherwise been surrendered or terminated, or such policies or contracts themselves.
“investment experience”	realized gains and losses, impairments and unrealized gains and losses on investments held at fair value through profit or loss.
“LCSM”	local capital summation method.
“lifetime value”	policyholder lifetime value is calculated by discounting the aggregate VNB of a policyholder’s purchase over his or her life to today’s value.
“MCV”	mainland Chinese visitor.
“morbidity”or“morbidity rate”	Incidence rates and period of disability, varying by such parameters as age, gender and period since disability, used in pricing and computing liabilities for accident and health insurance.
“mortality”or“mortality rate”	rate of death, varying by such parameters as age, gender and health, used in pricing and computing liabilities for life and annuity products, which contain mortality risks.
“net premiums”	life insurance premiums net of reinsurance premiums ceded to reinsurers.
“net Underlying Free Surplus Generation”or“net UFSG”	underlying free surplus generation, allowing for the free surplus used to fund new business. It excludes investment return variances and other items such as the impact of acquisitions, new partnerships and discontinued businesses, capital movements and impact

v

​	of financing.
“O2O”	collectively, online-to-online, online-to-offline and offline-to-online.
“offshore”	(x) with respect to our Hong Kong business, an offshore policy is any policy where the policyholder does not have or disclose a Hong Kong identity card number and an offshore customer is any customer who does not have or disclose a Hong Kong identity card; and (y) with respect to our Macau business, an offshore policy is any policy where the policyholder is not a resident of Macau and an offshore customer is any customer who is not a resident of Macau.
“onshore”	(x) with respect to our Hong Kong business, an onshore policy is any policy where the policyholder has a Hong Kong identity card and an onshore customer is any customer who has a Hong Kong identity card, and (y) with respect to our Macau business, any policy where the policyholder is a resident of Macau and an onshore customer is any customer who is a resident of Macau.
“Operating Embedded Value”or“Operating EV”	consolidated EV of operating entities.
“Operating ROEV”	the ratio of EV Operating Profit to the opening Group EV (net of financing basis) for the relevant period.
“participating funds”	distinct portfolios where the policyholders have a contractual right to receive at the discretion of the insurer additional benefits based on factors such as the performance of the pool of assets held within the fund, as a supplement to any guaranteed benefits. The insurer may either have discretion as to the timing of the allocation of those benefits to participating policyholders or as to the timing and the amount of the additional benefits.
“participating products”or“participating business”	contracts of insurance where the policyholders have a contractual right to receive, at the discretion of the insurer, additional benefits based on factors such as investment performance, as a supplement to any guaranteed benefits.
“persistency”	the proportion of insurance policies remaining in force from month to month, as measured by the number of policies.
“protection ratio”	the protection ratio of each product is calculated by dividing the present value of mortality and morbidity benefits expected to be paid on account of the product by the present value of all customer benefits expected to be paid on account of the product.
“Protection VNB”	the aggregated protection VNB at product level, which is determined by protection ratio multiplied by VNB.
“RBC”or‘‘Risk-based capital”	a method of measuring the minimum amount of capital appropriate for an insurance entity to support its overall business operations in consideration of its size and risk profile.

vi

“reinsurance”	the practice whereby a reinsurer, in consideration of a premium paid to it, agrees to indemnify another party for part or all of the liabilities assumed by the reinsured party under an insurance contract, which the reinsured party has issued.
“renewal premiums”	premiums receivable in subsequent years of a multi-year insurance policy.
“Reorganization Conversion”	the conversion of ordinary shares, preference shares and convertible preference shares issued by FL and FGL into Class A ordinary shares in our company as part of Phase 2 of the Reorganization.
“reserves”	liability established to provide for future payments of claims and benefits to policyholders net of liability ceded to reinsurers.
“retrocession”	the reinsuring of reinsurance.
“riders”	a supplemental plan that can be attached to a base insurance policy, typically with payment of additional premium. Unless otherwise stated, riders include unit-deducting riders for which no premiums are received. The insurance coverage of unit-deducting riders is funded by deduction of units from account balances of underlying unit-linked and universal life contracts.
“SFO”	Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong).
“Share Split”	the share sub-division effected on August 20, 2021 whereby each of the then-authorized ordinary shares of our company, par value US$1.00 each, was divided into 100 ordinary shares, par value US$0.01 each. Following such share sub-division, PCGI Holdings Limited owned 2,162,950,800 ordinary shares in our company and surrendered for no consideration 1,514,065,560 ordinary shares to our company for cancellation, following which PCGI Holdings Limited owns 648,885,240 ordinary shares in our company.
“single premiums”	single premium policies of insurance are those that require only a single lump sum payment from the policyholder.
“SME”	small and medium enterprise.
“surrender”	the termination of a life insurance policy or annuity contract at the request of the policyholder after which the policyholder receives the cash surrender value, if any, of the contract.
“takaful”	insurance that is compliant with Islamic principles.
“tied agent”	a sales representative who sells the products of one company exclusively.
“TWPI”or“total weighted premium income”	total weighted premium income consists of 100% of renewal premiums, 100% of first year premiums and 10% of single premiums; it provides an indication of total premiums and the new business premiums that we have generated in the reporting period and that have the potential to generate profits for the Shareholders.

vii

“Underlying APE”	the APE for the relevant periods excluding, as applicable, (A) for 2018, 2019 and 2020, the impact of (i) our acquisition of SCB Life in Thailand, PT Commonwealth Life in Indonesia, VCLI in Vietnam, HSBC Amanah Takaful in Malaysia, and the associated bancassurance partnerships with SCB, PT Bank Commonwealth, VCB and HSBC Amanah Malaysia Berhad, (ii) the COLI business in Japan, the sales of which have declined on account of the taxation rule changes in 2019, (iii) the employee benefits business in Singapore, which we discontinued in 2019, (iv) the one-off retrocession reinsurance with Swiss Re and FWD Reinsurance for a block of in-force life and health business in Japan in 2020 and (v) our partnership with TMB, which ended on December 31, 2020, and (B) for six months ended June 30, 2020 and June 30, 2021, (i) our acquisition of Commonwealth Life in Indonesia, VCLI in Vietnam and the associated bancassurance partnerships with PT Bank Commonwealth, and VCB, (ii) the COLI business in Japan, the sales of which have declined on account of the taxation rule changes in 2019, and (iii) our partnership with TMB, which ended on December 31, 2020.
“Underlying VNB”	the VNB for the relevant periods excluding, as applicable, (A) for 2018, 2019 and 2020, the effects of (i) our acquisition of SCB Life in Thailand, PT Commonwealth Life in Indonesia, VCLI in Vietnam, HSBC Amanah Takaful in Malaysia, and the associated bancassurance partnerships with SCB, PT Bank Commonwealth, VCB and HSBC Amanah Malaysia Berhad, (ii) the COLI business in Japan, the sales of which have declined on account of the taxation rule changes in 2019, (iii) the employee benefits business in Singapore, which we discontinued in 2019, (iv) the one-off retrocession reinsurance with Swiss Re and FWD Reinsurance for a block of in-force life and health business in Japan in 2020 and (v) our partnership with TMB, which ended on December 31, 2020, and (B) for six months ended June 30, 2020 and June 30, 2021, (i) our acquisition of Commonwealth Life in Indonesia, VCLI in Vietnam and the associated bancassurance partnerships with PT Bank Commonwealth, and VCB, (ii) the COLI business in Japan, the sales of which have declined on account of the taxation rule changes in 2019, and (iii) our partnership with TMB, which ended on December 31, 2020.
“Underlying VNB Margin”	Underlying VNB expressed as a percentage of Underlying APE for the relevant period.
“underwriting”	the process of examining, accepting or rejecting insurance risks, and classifying those accepted, in order to charge an appropriate premium for each accepted risk.

viii

“Value of Business Acquired”or“VOBA”	VOBA in respect of a portfolio of long-term insurance and investment contracts acquired is recognized as an asset, calculated by discounting all future cash flows expected to be realized from the portfolio. VOBA is amortized over the estimated life of the contracts in the acquired portfolio on a systematic basis. The carrying value of VOBA is reviewed at least annually for impairment and any impairment is charged to the consolidated income statement.
“Value of New Business”or“VNB”	present value, measured at point of sale, of future net-of-tax profits on a local statutory basis less the corresponding cost of capital. VNB is calculated quarterly, based on assumptions applicable at the start of each quarter.
“VHIS”	Voluntary Health Insurance Scheme of Hong Kong.
“VNB Margin”	VNB expressed as a percentage of APE for the relevant period.

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PROSPECTUS SUMMARY

This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in the ADSs. You should carefully read the entire prospectus, including “Risk Factors” and the financial statements, before making an investment decision.

Overview

Our vision is changing the way people feel about insurance.

We are a fast-growing and leading Pan-Asian life insurer with a customer-led, legacy-light and digital-first model.

We were founded in 2013 by our founder, Mr. Li, with the ambition of forging our own path as a next-generation insurer in Asia. We set out to transform insurance with technology to disrupt the traditional mindset, behaviors and operations of the insurance industry. We developed our platform from the early days of our operation with minimal legacy. That advantage, combined with our speed of execution, has allowed us to quickly capture market opportunities and stay ahead of the industry average in terms of certain key performance indicators, such as Annualized Premium Equivalent (“APE”) growth rates in the markets in which we operate. We have built our leadership team and culture to align with this vision.

We have grown from three markets at inception to ten markets, including Hong Kong (and Macau), Thailand (and Cambodia), Japan, the Philippines, Indonesia, Singapore, Vietnam and Malaysia. This provides us access to some of the fastest growing insurance markets in the world with an expanding but underinsured population. Our Southeast Asia markets contributed over 40% of our Value of New Business (“VNB”) in 2020. We achieved 5.5 times growth of our APE in 2020 since our first full year of operations in 2014, growing from US$309 million in 2014 to US$1,692 million in 2020, and our VNB grew 5.0 times over the same period, increasing from US$123 million in 2014 to US$617 million in 2020. We also recorded total revenue of US$9,487 million and a net loss of US$252 million in 2020.

We are customer-led and we put customers at the heart of everything we do. Since our inception, we have set a clear path to disrupt the traditional insurance industry and transform distribution, instead of operating a traditional distribution-led insurance business. To maximize customer touch points and offer a desirable experience, we adopted a digital-driven, multi-channel distribution model to enhance, extend and empower our distribution, effectively serving diverse customer needs and meeting customers wherever and whenever they choose. We have built a leading Southeast Asia bancassurance franchise with eight exclusive partnerships and an elite agency force, which is ranked among the top ten multi-national insurers globally in terms of the number of Million Dollar Round Table (“MDRT”) registered members as of July 1, 2021, to serve sophisticated, affluent and mass affluent customers who value personalized interactions. We have also built a neo-insurance model to effectively reach digitally native, tech-savvy and young-at-heart customers through our D2C eCommerce platform, our bank partners’ digital channels and ecosystem partners’ platforms supported by application programming interface (“API”) integration and O2O referral programs. Together, our distribution channels grant us access to over 150 million of our bank partners’ existing customers and over 80 million of our ecosystem partners’ existing customers, according to NMG. We redefine distribution with a digital heart and human touch by digitally transforming traditional channels and building new ones.

We offer easy-to-understand and relevant propositions with a proven record of first-in-market and award-winning products. Through a continued focus on innovation, proprietary digital tools and data analytics, we have made our customers’ insurance journey simpler, faster and smoother, providing them with an experience that we believe is best-in-class. We are a leading, strong performer for life insurance customer experience in three markets, according to a CX Index™ study by Forrester Consulting in the fourth quarter of 2020 that we commissioned. We also recorded significant growth in our customers, which include both individual and group scheme policyholders and beneficiaries, who have entrusted us with their insurance needs, from approximately 1 million customers as of December 31, 2015 to 9.6 million customers as of December 31, 2020 and 9.9 million customers as of June 30, 2021.

Market Opportunities and Growth Drivers.   We have built a Pan-Asian presence with success driven by our execution efficiency and a digital-first approach that can be flexibly adapted to evolving market trends and customer needs. According to NMG, the aggregate life insurance GWP in our current markets is estimated

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to be US$425 billion in 2020, with the overall GWP in Asia forecasted to grow 1.9 times from 2020 to 2030, offering significant market opportunities ahead. We believe that structural demographic and macroeconomic factors, including middle-class expansion, ongoing wealth accumulation, a significant protection gap, which is the estimated additional life insurance premiums needed annually to fully meet mortality and health protection needs, as well as digital acceleration, are key drivers for the growth of the Pan-Asian insurance sector. We are present in seven of the top ten fastest growing markets in Asia according to NMG, including a strong focus on Southeast Asia.

Legacy-light Organization.   We believe that — being a relatively young insurer, founded in 2013 — our legacy-light organization differentiates us from our competitors. This is demonstrated by our ability to quickly identify market opportunities, balance strong organic growth and efficient execution of value-accretive acquisitions and activate new partnerships in a speedy manner. Our operations are supported by robust technology capabilities and digital infrastructure, which is increasingly cloud-based and integrated across business functions and with external partners. Our growth is underpinned by our culture of continuous innovation, our capacity for decision making without layers of bureaucracy, as well as modern, streamlined infrastructure and systems that were built with minimal legacy. Our multi-channel distribution strategy frees us from the constraints that many competitors, operating primarily on the basis of legacy agency franchises, may face.

We believe that all of these advantages allow us to adapt quickly to evolving market dynamics, capture growth opportunities, and forge new paths ahead of traditional, legacy-heavy life insurers. We recorded a CAGR of 26.6% for total APE from 2018 to 2020, which is higher than the corresponding growth during the same period of the five largest (by APE) Pan-Asian life insurers, as defined as life insurers competing in three or more of our markets, according to NMG.

Addressing Insurance Pain Points.   When we established FWD in 2013, we conducted customer behavior studies and identified multiple pain points in the insurance journey that created barriers to purchase. We have found that underserved customers were offered complex, standard and jargon-laced products through aggressive marketing. At the same time, distributors lacked timely access, natural touchpoints and insights into these prospective customers to serve them effectively. Customers were also faced with convoluted paper-based and time-consuming purchase and claims processes, coupled with limited post-sale engagement and unsatisfactory customer service. We believe that these customers are deterred from purchasing the protection they need because of this frictional customer journey. We decided to challenge the traditional business model and tap into this insurance “white space.”

Customer-led Strategy.   To address these challenges, we adopted a customer-led strategy designed to champion our customers’ needs and create a desirable customer journey. We aim to be the trusted partner of our customers by making insurance (1) easy to know with transparent and tailored propositions, (2) easy to buy with paperless applications, auto-underwriting and our D2C eCommerce platform, (3) easy to claim with a smart claims process and swift payment, (4) easy to engage with end-to-end lifetime interaction, and (5) easy to love with a distinctive experience and an innovative brand. We believe our multi-channel distribution strategy allows us to meet our customers wherever and whenever they choose, across tech-enabled touch points, with O2O and cross-channel referrals creating a seamless customer journey that presents cross-selling and up-selling opportunities.

We believe that our customers are drawn to these value propositions. Our total customers increased at a CAGR of 30.4% from December 31, 2018 to June 30, 2021. In terms of organic new individual customers, we recorded a CAGR of 25.8% from 2018 to 2020 and year-on-year growth of 26.6% for the six months ended June 30, 2021. Importantly, we have gained traction amongst the millennial (defined as those aged under 40) customer segment, which has high lifetime value, according to NMG.

Digitally Focused.   We are a digital-first next-generation insurer. Innovation, driven by data analytics, is at the core of everything we do and is foundational to each of our processes. Underpinned by our data and technology capabilities, we have constructed a digital architecture that is standardized across our Group. Our integrated, cloud-based Data Lake captures a holistic customer view and informs every customer interaction and decision across business divisions in real time. Our proprietary digital systems and toolkits across our prospecting, purchasing, underwriting, claims and servicing functions are built upon artificial intelligence (“AI”) and big data analytics. This has enabled us to understand our customers’ needs and how and when they would like to be engaged, deliver improved customer experiences and enhance our operational efficiency. To further our leadership and capabilities as a digital-first insurer, we have continued

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to invest in our research and development budget and technology headcount. We have been widely recognized both by our customers in industry branding surveys and by industry peers as a digital innovator in the life insurance sector. We believe our digital innovation reinforces our market leadership and our ability to continue growing at a faster pace than our peers while reducing our operating expense ratio.

Sustainable and Value-Focused Growth.   We have experienced substantial growth and demonstrated a strong track record of execution. Our Pan-Asian franchise combines our operations in the Philippines, Indonesia, Singapore, Vietnam and Malaysia, which are growing rapidly and efficiently, and our sizeable operations in Hong Kong (and Macau), Thailand (and Cambodia) and Japan. Our growth is defined by the following aspects:

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Value creation:   We recorded a total VNB of US$617 million and a protection ratio of approximately 55% in 2020. Our Underlying VNB increased at a 25.8% CAGR (24.8% on a constant exchange rate basis) since 2018 to US$358 million in 2020 and increased by 55.9% (53.2% on a constant exchange rate basis) on a year-on-year basis from US$207 million in the six months ended June 30, 2020 to US$323 million during the same period in 2021. Our EV Equity grew at a 29.0% CAGR from US$4.3 billion in 2018 to US$7.1 billion in 2020 and further grew to US$7.9 billion as of June 30, 2021.

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Scale:   Backed by both a rapidly growing new business and a significant book of in-force business, we achieved Total Weighted Premium Income (“TWPI”) of US$6.5 billion in 2020 growing at a 31.1% CAGR since 2018. Our TWPI grew 12.0% from US$3.3 billion in the six months ended June 30, 2020 to US$3.7 billion in the same period in 2021.

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Profitability:   As we are a growing company with an operating history of only eight years, we incurred a net losses of US$196 million, US$332 million and US$252 million for 2018, 2019 and 2020, respectively, primarily due to (i) increases in financing costs, which reflect additional bank borrowings in 2020 and the interest on bank borrowings, subordinated notes and guaranteed notes issued in mid- to late-2019, and (ii) one-off acquisition and related integration costs, costs in relation to this offering and IFRS and risk-based capital preparation costs, which were partially offset by gains in short-term fluctuations in investment returns. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Performance Indicators” for details. As such, in addition to net losses, we also look at adjusted operating profit before tax and EV Operating Profit, an actuarial performance measure, to assess the performance of our operations. Adjusted operating profit before tax expanded from US$44 million in 2018 to US$125 million in 2020 and our EV Operating Profit grew from US$822 million in 2018 to US$1,010 million in 2020. We recorded an adjusted operating profit before tax of US$106 million and an EV Operating Profit of US$513 million in the six months ended June 30, 2021, representing an increase of 55.9% and 15.8%, respectively, from the six months ended June 30, 2020.

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Capital management:   Our business is supported by a strong balance sheet to allow for future growth. As of June 30, 2021, the solvency ratios of our key operating companies in Hong Kong, Thailand and Japan were 291%, 310% and 1,211%, respectively, which are well above the minimum local regulatory requirements in these markets.

Our Competitive Strengths

We believe that the following competitive strengths have provided us with an ability to maintain our market-leading position:

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we are a fast growing Pan-Asian life insurer capturing growth opportunities in the most attractive markets in the region;

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we offer compelling customer propositions with a distinctive brand;

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we have elite, tailored and tech-enabled multi-channel distribution capabilities;

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we have purpose-built digital infrastructure and with data analytics at the core;

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we have gained advantaged access to millennials; and

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we are a legacy-light organization with agile execution by a highly experienced management team.

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Our Growth Strategies

To maintain our strong growth momentum, we plan to implement the following strategies:

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generate lifetime value by reinforcing leadership in customer acquisition and engagement;

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increase scale and productivity by digitalizing, expanding and activating new partnerships;

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enhance protection mix and achieve VNB Margin uplift through innovative propositions;

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optimize customer experience and boost operating leverage through continued investment in digitalization; and

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create additional value by pursuing selective value-enhancing expansion opportunities.

Recent Developments

Debt Restructuring and Repayment

To centralize the treasury functions of our Group, we plan to restructure the outstanding indebtedness of each of our subsidiaries, FGL and FL, such that all such indebtedness is either transferred to our company and/or redeemed or repaid and/or refinanced.

To this end, we solicited and obtained consents of the holders of all existing series of notes, subordinated notes and perpetual securities issued by FGL and FL, in each case to amend the terms of the relevant instrument to substitute the relevant issuer with our company, among other things. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations —  Indebtedness — Borrowings — Medium-term notes and subordinated notes” for a description of our existing series of notes and subordinated notes and note 28.3 to our audited consolidated financial statements as of and for the years ended December 31, 2018, 2019 and 2020 for details of the existing series of perpetual securities issued by FGL and FL.

In line with customary market practice, we expect to pay certain fees to the public holders of the notes, the subordinated notes and the perpetual securities who consented to the proposed amendments by the relevant deadlines.

The effectiveness of the consents of the holders of the notes, the subordinated notes and the perpetual securities is conditioned on, among other things, (a) all requisite regulatory approvals for the implementation of the relevant proposal(s) under the consent solicitation having been obtained by the Group and any notice periods imposed by any regulatory authority with respect to such proposal having lapsed or been waived, (b) the completion of any significant equity raising exercise by us, which may be by way of this offering or otherwise, (c) our being reasonably satisfied that, upon the implementation of the relevant proposal(s) under the consent solicitation, Fitch Ratings Limited will assign a long-term issuer default rating and Moody’s Investors Service Limited will assign a long-term issuer rating to our company equal to or higher than the long-term issuer rating of FL prevailing at such time, and (d) in respect of each of FGL’s existing loan agreements, either (x) lender consent in respect to such loan agreement having been obtained for the novation of such loan agreement from FGL to our company, or (y) such loan agreement having been (i) fully prepaid, (ii) fully repaid, or (iii) otherwise refinanced by new facilities borrowed by our company. We may waive condition (d) in our discretion.

The effectiveness of the consent in respect of any series is not conditional on the effectiveness of the consent in respect of any other series and we have the discretion to implement the relevant proposal(s) in respect of none, one, some or all of the series in respect of which consent is obtained. The proposals under the consent solicitation may therefore be implemented only with respect to some but not all of the series of notes, subordinated notes and perpetual securities. As a result, upon the effectiveness of the relevant proposal(s) under the consent solicitation, there may continue to be notes, subordinated notes and/or perpetual securities outstanding at the FGL and/or FL level.

We cannot assure that we will be able to effect the proposals with respect to any or all series, on the proposed timetable, on terms acceptable to us or at all. Please also see, “Risk Factors — Risks Relating to Credit, Counterparties and Investments — We may not be able to obtain financing from external sources on commercially acceptable terms.”

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On July 26, 2021, the Group repaid in full the US$275 million SCB Facility Agreement dated July 25, 2018 (as amended) (the “2018 SCB Facility Agreement”). An affiliate of HSBC, HSBC Bank Plc, was a lender under the US$175 million HSBC Facility Agreement dated February 4, 2019 (as amended) (the “2019 HSBC Facility Agreement”), which was voluntarily prepaid in full on August 10, 2021 before its scheduled maturity date. Subject to obtaining the requisite lender consent, we plan to effect the amendments of certain terms of the US$1,800 million SCB Facility Agreement dated September 10, 2019 (as amended) (the “2019 SCB Facility Agreement”), primarily in relation to substituting FGL with our company as the borrower under such facility. We currently expect such amendments to take effect following the completion of this offering. An affiliate of CMBI, CMB Wing Lung Bank Limited, is a lender under the 2019 SCB Facility Agreement.

COVID-19 Pandemic Update

Our business continues to be impacted by the COVID-19 pandemic. Significant COVID-19 related restrictions, including those in response to the outbreak of the Delta variant in the second and third quarters of 2021, have continued and in some instances, have been significantly tightened, in markets in which we operate, including Indonesia, Malaysia, the Philippines, Singapore and Vietnam, as well as Thailand (which has been affected more severely in the third quarter of 2021 than before). Border controls and travel restrictions, such as those imposed in Hong Kong, and the continuing uncertainty over the extent and timing of the re-opening of the border between Hong Kong and mainland China, have had and may continue to have an adverse effect on our sales to MCVs and other customers. The impact of the pandemic and the measures taken by the relevant governments to contain the disease on the global economy, the economies of the markets in which we operate and the movement of people have adversely affected, and we expect will continue to adversely affect, our new business sales and results of operations in the second half of 2021 and if the pandemic and restrictions persist, potentially into 2022. See “Risk Factors — Risks Relating to Our Business —  The COVID-19 pandemic has caused and may continue to cause disruption to our operations and negatively affect our business, financial condition, and results of operations.”

Summary of Risk Factors

An investment in our ADSs is subject to a number of risks, including risks relating to our business, risks relating to credit, counterparties and investments, risks relating to our products and product distribution channels, risks relating to the insurance industry, risks relating to legal and regulatory matters, risks relating to our technology, risks relating to our controlling shareholder and certain other shareholders, and risks relating to this offering. You should carefully consider all of the information in this prospectus before making an investment in the ADSs. The following list summarizes some, but not all, of these risks. Please see “Risk Factors” for a more thorough description of these and other risks.

Risks Relating to Our Business

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The COVID-19 pandemic has caused and may continue to cause disruption to our operations and negatively affect our business, financial condition, and results of operations.

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Our international operations subject us to additional risks which could have an adverse effect on us.

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Our business has evolved through a number of strategic transactions and the information presented in our financial statements may not be indicative of our future performance and prospects.

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Our success will depend on integrating and realizing synergies from our acquisitions and our ability to execute our strategic initiatives and manage our growth.

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Certain metrics and key performance indicators we present in this prospectus are based on a number of assumptions and may vary significantly as those assumptions change.

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Reinsurance may (i) be unavailable at current levels and prices, which may limit our ability to underwrite new business, and (ii) subject us to counterparty risk and may not be adequate to protect us against losses.

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As a holding company, we depend on the ability of our subsidiaries to transfer funds to us to meet our obligations and pay dividends, which depends on a variety of factors.

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We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements.

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Our risk management and internal control systems may be inadequate or ineffective in identifying or mitigating the various risks to which we are exposed.

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We have a history of net losses and may not achieve or maintain profitability in the future.

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Geopolitical and political instability, market fluctuations and general economic conditions globally and in the markets in which we operate may materially and adversely affect our business.

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Involvement of our management, directors, and their affiliated entities in disputes, criminal proceedings, litigation, or investigations or other actual or alleged misconduct may adversely impact our reputation and/or the price of our securities.

Risks Relating to Credit, Counterparties and Investments

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Compliance with existing and future solvency ratio and capital requirements may force us to raise additional capital, change our business strategy or reduce our growth, which could increase our financing costs.

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We may not be able to obtain financing from external sources on commercially acceptable terms.

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Our substantial indebtedness could materially and adversely affect us.

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A downgrade in our financial strength and claims-paying ratings could adversely affect us.

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Our investment portfolio is exposed to the risk of losses, volatility and illiquidity.

Risks Relating to Our Products and Product Distribution Channels

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We may be unable to expand our product offerings or our new business initiatives may not achieve the intended results.

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Changes in regulations, solvency standards, capital requirements or other requirements or the impact of adverse market conditions could result in changes to our product offerings that could materially and adversely affect us.

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Actual experience may differ from assumptions used in establishing reserves and in product pricing, which may adversely affect us.

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The termination of, or any adverse changes to, or any failure to renew, our arrangements with our bancassurance partners may have a material adverse effect on us.

Risks Relating to the Insurance Industry

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Intense competition in the segments of the insurance industry in which we operate in each of our markets could negatively affect our ability to attain or increase profitability.

Risks Relating to Legal and Regulatory Matters

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We are subject to extensive regulation as insurance companies, including monitoring of our financial soundness, which may restrict our activities and investments and increase our compliance costs.

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We may face challenges in adapting to group-wide supervision under the GWS framework.

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Changes in tax regulations have had, and may continue to have, an adverse effect on the demand for our insurance products.

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We face the risk of litigation, regulatory investigations and other proceedings in relation to our business which may result in financial losses and reputational harm.

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Our failure to comply with applicable data privacy laws and regulations could have a material adverse effect on our business, financial condition and results of operations.

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Our business, financial condition and results of operations, and/or the value of our ADSs or our ability to offer or continue to offer securities to investors may be materially and adversely affected by existing or future laws and regulations of the PRC which may become applicable to a company such as us.

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Our ADSs may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB were unable to fully inspect our auditor. The delisting of our ADSs, or the threat of their being

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delisted, may materially and adversely affect the value of your investment. Additionally, if the PCAOB were unable to conduct full inspections of our auditor, it would deprive our investors of the benefits of such inspections.

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The PRC government exerts substantial influence and discretion over the manner in which companies incorporated under the laws of PRC must conduct their business activities. We are a Hong Kong-based company with no substantive operations in mainland China. However, if we were to become subject to such direct influence or discretion, it may result in a material change in our operations and/or the value of your ADSs, which would materially affect the interests of investors.

Risks Relating to Our Technology

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Cyber-attacks or other security breaches of our computer systems or computer systems maintained by others could disrupt our business, cause financial losses, damage our reputation, lead to regulatory sanctions and legal claims, or a loss of customers and revenue.

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Our investment in digitalization and neo-insurance may not achieve the intended result.

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We depend on online sources to attract consumers to our websites and our online applications, which may be affected by third-party interference beyond our control, and as we grow our customer acquisition costs will continue to rise.

Risks Relating to Our Controlling Shareholder and Certain Other Shareholders

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Our controlling shareholder and certain other shareholders are currently involved in some aspects of our business, including investment management, telecommunication services and reinsurance, and we may be subject to risks associated with such transactions.

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Negative publicity about our controlling shareholder may adversely affect us.

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If our controlling shareholder sells all or a substantial portion of his ownership in us, we could be adversely affected.

Risks Relating to this Offering

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Because we do not expect to pay cash dividends in the foreseeable future after this offering, you may not receive any return on your investment unless you sell your Class A ordinary shares or ADSs for a price greater than that which you paid for them.

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The trading price of our ADSs is likely to be volatile, which could result in substantial losses to investors.

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Our weighted voting structure may limit your ability to influence corporate matters and could discourage others from pursuing any change of control that holders of our Class A ordinary shares and ADSs may view as beneficial.

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You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited.

Our History and Corporate Structure

Our company was incorporated in the Cayman Islands as an exempted company with limited liability on March 18, 2013 under the name “Power Shine Limited” and on November 12, 2015 was renamed “PCGI Intermediate Holdings Limited.” On August 20, 2021, our company was renamed “FWD Group Holdings Limited” and the Share Split was effected. We undertook the Reorganization primarily to facilitate our initial public offering in the United States. For a description of the Reorganization, see “Our History and Corporate Structure — Our Reorganization.”

In 2013, our controlling shareholder, Mr. Li, acquired life insurance companies in Hong Kong, Macau and Thailand, as well as certain other related businesses in Hong Kong, from the ING Group, which formed the foundation of our fast-growing Pan-Asian insurance platform. Since then, we have made a number of new market entries and expansions via a combination of organic entries and acquisitions, bringing the FWD brand to the Philippines, Indonesia, Singapore, Vietnam, Japan, Malaysia and Cambodia.

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Implications of Being a Controlled Company and a Foreign Private Issuer

Upon the completion of this offering, we will be a “controlled company,” as defined under the rules of the NYSE, because Mr. Li, our executive director and controlling shareholder, will be able to exercise    % of the aggregate voting power of our total issued and outstanding shares, assuming the underwriters do not exercise their option to purchase additional ADSs. Under the rules of the NYSE, a “controlled company” may elect not to comply with certain corporate governance requirements.

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934 (“Exchange Act”) and, as such, we are permitted to follow the corporate governance practices of our home country, the Cayman Islands, in lieu of the corporate governance standards of the NYSE applicable to U.S. domestic companies. For example, under the applicable NYSE rules, as a foreign private issuer, we are not required to have a majority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. As a result, you may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to the NYSE corporate governance requirements. As a foreign private issuer, we are also subject to reduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules.

Our Corporate Information

Our principal executive offices are located at 13/F, 14 Taikoo Wan Road, Taikoo Shing, Hong Kong. Our telephone number at this address is +852 2850 3823. Our registered office in the Cayman Islands is located at the offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands. Investors should submit any inquiries to the address and telephone number of our principal executive offices set forth above.

Our main website is www.fwd.com, and the information contained on this website is not, directly or indirectly, a part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.

This prospectus includes trademarks and service marks owned by us. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

Conventions That Apply to This Prospectus

Unless otherwise indicated or the context otherwise requires, references in this prospectus to:

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“ADSs” are to American depositary shares, each of which represents           Class A ordinary shares;

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“Bank BRI” are to PT Bank Rakyat Indonesia (Persero) Tbk, a publicly listed bank established and existing under the laws of Indonesia;

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“BRI Life” are to PT Asuransi BRI Life, a company in which we own an equity interest of 29.9%;

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“Business Units” are to our operations across Hong Kong (and Macau), Thailand (and Cambodia), Japan and Emerging Markets;

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“China,” “mainland China” or “PRC” are to the People’s Republic of China, excluding Hong Kong, Macau and Taiwan. The term “Chinese” has a correlative meaning;

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“Emerging Markets” are to our operations in the Philippines, Indonesia, Singapore, Vietnam and Malaysia;

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“FL” are to FWD Limited, a company incorporated under the laws of the Cayman Islands and registered as a non-Hong Kong company in Hong Kong under Part 16 of the Companies Ordinance (Cap. 622 of the laws of Hong Kong) and our subsidiary;

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“FGL” are to FWD Group Limited, a company incorporated under the laws of the Cayman Islands and registered as a non-Hong Kong company in Hong Kong under Part 16 of the Companies Ordinance (Cap. 622 of the laws of Hong Kong) and our subsidiary;

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“FWD Assurance (Vietnam)” are to FWD Assurance VietNam Company Limited, a company incorporated under the laws of Vietnam and our subsidiary;

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“FWD Cambodia” are to FWD Life Insurance (Cambodia) Plc., a company incorporated under the laws of Cambodia and our subsidiary;

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“FWD Financial Planning” are to FWD Financial Planning Limited, a company incorporated under the laws of Hong Kong and our subsidiary;

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“FWD Fuji Life” are to FWD Fuji Life Insurance Company, Limited, a company incorporated under the laws of Japan and our subsidiary;

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“FWD Group Management” are to FWD Group Management Holdings Limited, a company incorporated under the laws of Hong Kong and our subsidiary;

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“FWD Indonesia” are to PT FWD Insurance Indonesia, a company established and existing under the laws of Indonesia and our subsidiary; PT Finansial Wiramitra Danadyaksa (which was subsequently rebranded as PT FWD Life Indonesia) merged with PT Commonwealth Life to form PT FWD Insurance Indonesia;

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“FWD Life Assurance (Hong Kong)” are to FWD Life Assurance Company (Hong Kong) Limited, a company incorporated under the laws of Hong Kong and our subsidiary;

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“FWD Life (Bermuda)” are to FWD Life Insurance Company (Bermuda) Limited, a company incorporated under the laws of Bermuda and registered as a non-Hong Kong company in Hong Kong under Part 16 of the Companies Ordinance (Cap. 622 of the laws of Hong Kong) and our subsidiary;

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“FWD Life (Hong Kong)” are to FWD Life (Hong Kong) Limited, a company incorporated under the laws of Hong Kong and our subsidiary;

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“FWD Life (Macau)” are to FWD Life Insurance Company (Macau) Limited, a company incorporated under the laws of Macau and our subsidiary;

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“FWD Management Holdings” are to FWD Management Holdings Limited, a company incorporated under the laws of Hong Kong and our subsidiary;

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“FWD Philippines” are to FWD Life Insurance Corporation, a company incorporated under the laws of the Philippines and our subsidiary;

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“FWD Reinsurance” are to FWD Reinsurance SPC, Ltd., a company incorporated under the laws of the Cayman Islands and our subsidiary;

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“FWD Singapore” are to FWD Singapore Pte. Ltd., a company incorporated under the laws of Singapore and our subsidiary;

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“FWD Takaful” are to FWD Takaful Berhad, a company incorporated under the laws of Malaysia and our subsidiary;

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“FWD Thailand” are to FWD Life Insurance Public Company Limited, a company incorporated under the laws of Thailand and our subsidiary;

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“FWD Vietnam” are to FWD Vietnam Life Insurance Company Limited, a company incorporated under the laws of Vietnam and our subsidiary;

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“GI Disposal Group” are to certain subsidiaries of our general insurance business. Please see note 5.2 of our audited consolidated financial statements included elsewhere in this prospectus;

•

“GWS” are to the group-wide supervision framework introduced by the HKIA, which came into effect on March 29, 2021;

9

•

“Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China;

•

‘‘HK$’’ or ‘‘Hong Kong dollars’’ or ‘‘HK dollars’’ are to Hong Kong dollars, the lawful currency of Hong Kong;

•

“HKIA” are to the Hong Kong Insurance Authority;

•

“HSBC Amanah Takaful” are to HSBC Amanah Takaful (Malaysia) Berhad, a company incorporated under the laws of Malaysia and our subsidiary, now rebranded as FWD Takaful;

•

“Li Ka Shing Foundation” are to Li Ka Shing Foundation 2020, a company limited by guarantee and incorporated under the laws of the Cayman Islands.

•

“Macau” are to the Macao Special Administrative Region of the People’s Republic of China;

•

“Milliman” are to Milliman Limited, an independent actuarial consultant;

•

“Mr. Li” are to our controlling shareholder, Mr. Li Tzar Kai, Richard;

•

“NMG” are to N.M.G. Financial Services Consulting Limited, an independent industry consultant;

•

“ordinary shares” are to our Class A ordinary shares, US$0.01 par value per share, and Class B ordinary shares, US$0.01 par value per share; each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to 10 votes, except for resolutions with respect to a number of matters in relation to which each Class B ordinary share is entitled to one vote, as specified in our amended and restated memorandum and articles of association, which will become effective immediately prior to the completion of this offering;

•

“OGS” are to One George Street LLP, a joint venture in which we hold a 50.0% interest;

•

“PCG” are to Pacific Century Group, an Asia-based private investment group founded and controlled by Mr. Li;

•

“PineBridge” are to PineBridge Investments L.P., an exempted Cayman Islands limited partnership majority owned and controlled by Mr. Li;

•

“PT Commonwealth Life” are to PT Commonwealth Life, a company established and existing under the laws of Indonesia (subsequently renamed as PT FWD Insurance Indonesia prior to its merger with PT FWD Life Indonesia);

•

“Reorganization” are to the series of transactions we undertook prior to the completion of this offering as described in more detail in “Our History and Corporate Structure — Our Reorganization;”

•

“SCB” are to Siam Commercial Bank Public Company Limited;

•

“SCB Life” are to SCB Life Assurance Public Company Limited, a company incorporated under the laws of Thailand, now amalgamated with FWD Thailand;

•

“Security Bank” are to Security Bank Corporation, a universal bank incorporated in the Philippines;

•

“Swiss Re” are to Swiss Reinsurance Company Ltd, an intermediate parent company of Swiss Re Asia;

•

“Swiss Re Asia” are to Swiss Re Principal Investments Company Asia Pte. Ltd.;

•

“TMB” are to TMB Bank Public Company Limited (now amalgamated with Thanachart Bank Public Company Limited and known as TMB Thanachart Bank Public Company Limited);

•

“US$,” “US dollars” or “dollars” are to the legal currency of the United States;

•

“VCB” are to Joint Stock Commercial Bank for Foreign Trade of Vietnam;

•

“VCLI” are to Vietcombank-Cardif Life Insurance Limited Company, now rebranded as FWD Assurance (Vietnam);

•

“white space” are to the segment of the Asian life insurance market representing emerging affluent consumers who intend to purchase insurance products but suffer from low penetration of insurance services due to purchase barriers; and

10

•

“we,” “us,” “our company,” “our,” “Group,” “FWD” and “FWD Group” are to FWD Group Holdings Limited (formerly known as PCGI Intermediate Holdings Limited) and its subsidiaries, as the context requires.

Unless indicated otherwise, all information in this prospectus assumes no exercise of the underwriters’ option to purchase up to           additional ADSs. For explanations of certain terms used in this prospectus in connection with us and our business, please see “Glossary.”

Certain numerical figures set out in this prospectus, including financial and other data presented in billions, millions or thousands, have been subject to rounding adjustments and, as a result, the totals, percentages and amounts reflecting changes over time periods of the data in this prospectus may vary slightly from the actual arithmetic calculations of such information. Unless otherwise stated, all growth rates in this prospectus are calculated on an actual exchange rate basis.

11

The Offering

Price per ADS

We currently estimate that the initial public offering price will be between US$      and US$      per ADS.

ADSs Offered by Us

           ADSs (or          ADSs if the underwriters exercise in full the option to purchase additional ADSs).

ADSs Outstanding Immediately After This Offering

           ADSs (or          ADSs if the underwriters exercise in full the option to purchase additional ADSs).

Ordinary Shares Outstanding Immediately After This Offering

We have adopted a dual-class voting structure that will become effective upon the completion of this offering.            Class A ordinary shares and          Class B ordinary shares (or          Class A ordinary shares and          Class B ordinary shares if the underwriters exercise in full the option to purchase         additional ADSs) will be issued and outstanding immediately after the completion of this offering and the concurrent private placement. Class B ordinary shares issued and outstanding immediately after the completion of this offering will represent    % of our total issued and outstanding shares and    % of the then total voting power (or    % of our total issued and outstanding shares and    % of the then total voting power if the underwriters exercise in full their option to purchase the additional ADSs).

The ADSs

Each ADS represents          Class A ordinary shares.

The depositary will be the holder of the Class A ordinary shares underlying the ADSs and you will have the rights of an ADS holder as provided in the deposit agreement among us, the depositary and all holders and beneficial owners of ADSs thereunder.

We do not expect to pay dividends in the foreseeable future. If, however, we declare dividends on our ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our Class A ordinary shares, after deducting its fees and expenses.

You may surrender your ADSs to the depositary to withdraw the Class A ordinary shares underlying your ADSs. The depositary will charge you a fee for such an exchange.

We and the depositary may amend or terminate the deposit agreement for any reason without your consent. Any amendment that imposes or increases fees or charges or which materially prejudices any substantial existing right you have as an ADS holder will not become effective as to outstanding ADSs until 30 days after notice of the amendment is given to ADS holders. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs.

To better understand the terms of the ADSs, you should carefully read “Description of American Depositary Shares.” We also encourage you to read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.

Ordinary Shares

Pursuant to our memorandum and articles of association to be effective upon the completion of this offering, our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. In respect of all matters subject to a shareholder’s vote, each

12

Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to 10 votes, except for resolutions with respect to a number of matters in relation to which each Class B ordinary share is entitled to one vote, as specified in our amended and restated memorandum and articles of association, which will become effective immediately prior to the completion of this offering. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Class B ordinary shares can be transferred by a holder to its affiliates (including family members), trustees, partnerships, corporations and other entities owned or controlled by such holder or its affiliates (collectively, “Permitted Transferees”) without triggering automatic conversion into Class A ordinary shares, which may include any transfer to Permitted Transferees occurring within one year after the death of the holder of the Class B ordinary shares. Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares, upon the earlier of the following: (i) any transfer of Class B ordinary shares to any person that is not a Permitted Transferee; (ii) the seventh anniversary of the consummation day of this offering, which may be extended by an additional five years and then another three years, in each case with the approval of a majority of our independent directors; (iii) the holder and the Permitted Transferees’ underlying economic interest in our company, in the aggregate, falling below 30%; or (iv) the date falling 12 months after the death of the holder, unless his equity interests have been transferred to any Permitted Transferees as specified in our amended and restated memorandum and articles of association, which will become effective immediately prior to the completion of this offering. For a description of Class A ordinary shares and Class B ordinary shares, see “Description of Share Capital.”

Indication of Interest

A number of investors have indicated their interest in subscribing for an aggregate of up to US$500 million of the ADSs being offered in this offering, including (i) up to US$300 million from Li Ka Shing Foundation (by itself or through a subsidiary), of which our ultimate controlling shareholder is a director on the board and a member and which was established by Mr. Li Ka Shing to support charitable purposes, (ii) up to US$100 million from PCCW Limited, of which our ultimate controlling shareholder is the chairman and an executive director and is deemed to have interest, and (iii) up to US$100 million from PCGI Holdings Limited (by itself or through a designated entity), our controlling shareholder. The subscriptions for ADSs are at the initial public offering price and on the same terms as the other ADSs being offered in this offering. Assuming an initial public offering price of US$    per ADS, the midpoint of the estimated initial public offering price range, the number of ADSs to be purchased by these investors would be up to     ADSs, representing approximately     % of the ADSs being offered in this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. However, because the indications of interest are not binding agreements or commitments to purchase, such investors may determine to purchase more, fewer or no ADSs in this offering, and we and the underwriters are under no obligation

13

to sell ADSs to them. The underwriters will not receive any underwriting discounts and commissions on any ADSs purchased by such investors.

Option to purchase additional ADSs

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of        additional ADSs at the public offering price, less underwriting discounts and commissions.

Concurrent Private Placement

On September 23, 2021, we entered into a subscription agreement with Athene, a Bermuda-based reinsurance company and subsidiary of Athene Holding Ltd., a leading retirement services company substantially all of the net invested assets of which are managed by affiliates of Apollo, a leading global investment manager. Pursuant to the subscription agreement, substantially concurrently with and subject to the completion of this offering, Athene has agreed to purchase Class A ordinary shares from us for an aggregate purchase price of US$400 million in a private placement. The Class A ordinary shares issued to Athene in the concurrent private placement will be issued at a price per Class A ordinary share equal to the initial public offering price per ADS adjusted to reflect the ADS-to-Class A ordinary share ratio. The private placement is being made pursuant to an exemption from registration with the SEC, under Regulation S of the Securities Act. Under the subscription agreement, Athene may assign all or any part of its rights and obligations thereunder to one or more of its affiliates or funds, accounts, clients or other entities owned, controlled, advised or managed by affiliates of Apollo or Athene Holding Ltd. (“Affiliate Assignees”). Athene has agreed not to, directly or indirectly, sell, transfer, or dispose of any of the Class A ordinary shares acquired in the concurrent private placements for a period of 12 months with respect to Class A ordinary shares representing US$50 million of investment amount, or the Tranche B Purchased Shares, and 24 months with respect to Class A ordinary shares representing US$350 million of the investment amount, or the Tranche A Purchased Shares, after the date of this prospectus, subject to certain exceptions, including for transfers to Affiliate Assignees. In connection with its investment in our company, Athene is entitled to appoint a non-voting observer to the board of directors of our company so long as it and/or its Affiliate Assignees hold at least 75% of the Tranche A Purchased Shares purchased by Athene at the closing of the private placement, subject to certain exceptions.

On September 23, 2021, we also entered into an investment management framework agreement with Apollo Management Holdings, L.P. and Athene and a master investment management implementation agreement with certain affiliates of Apollo, which together set out the framework for a strategic collaboration between certain affiliates of Apollo, Athene and our company following the completion of this offering in asset management, product distribution and reinsurance. Pursuant to these agreements, one or more Apollo affiliates will, following the completion of this offering, manage part of our company’s investment portfolio, across multi-credit and alternative asset classes. The initial term with respect to the multi-credit asset classes will be 5 years from the date of each deposit of assets in connection with the investment management mandate, with automatic annual renewals thereafter up to year 10,

14

subject to performance, fees and compliance with law and regulations. Each of the investment management framework agreement and the master investment management implementation agreement may be terminated by us at any time if Athene and/or its Affiliate Assignees cease to hold at least 75% of Tranche A Purchased Shares purchased by Athene at the closing of the private placement. The effectiveness of the master investment management implementation agreement will be subject to certain conditions, including applicable regulatory approvals. Furthermore, pursuant to these agreements, if our company fails to obtain the applicable regulatory approval within nine calendar months following the completion of this offering, as a result of which, our company is unable to perform its obligations under the master investment management framework agreement, or if our company fails to make the requisite initial deposits on time and such failure is not remedied within a specified period of time, our company shall waive the 24-month/12-month transfer restrictions to which the Tranche A Purchased Shares and the Tranche B Purchased Shares are subject, respectively.

Use of Proceeds

We estimate that we will receive net proceeds from this offering and the concurrent private placement of approximately US$       (or US$      if the underwriters exercise their option to purchase additional ADSs in full), after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We plan to use the net proceeds of this offering and the concurrent private placement primarily for enhancement of our capital position under the GWS regime and provision of growth capital for our operating entities, repayment of outstanding indebtedness and/or exercise of calls on perpetual securities, completion and ongoing support of our announced acquisitions, investments and partnership transactions, enhancement of our digital capabilities and strategy and for working capital and other general corporate purposes.

See “Use of Proceeds” for more information.

Lock-up

In connection with this offering, we, our officers and directors and our pre-IPO shareholders have agreed not to sell, transfer or dispose of any ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus, subject to certain exceptions. See “Shares Eligible for Future Sale” and “Underwriting.”

Risk Factors

See “Risk Factors” and other information included in this prospectus for a discussion of the risks relating to investing in the ADSs. You should carefully consider these risks before deciding to invest in the ADSs.

Listing

We intend to apply to list our ADSs on the NYSE under the symbol “FWD.” Our ADSs and ordinary shares will not be listed on any other exchange or quoted for trading on any over-the-counter trading system.

Payment and settlement

The underwriters expect to deliver the ADSs against payment on          , 2021, through the facilities of the Depositary Trust Company (the “DTC”).

Depositary

JPMorgan Chase Bank, N.A.

The total number of ordinary shares that will be outstanding after this offering and the concurrent private placement will be        Class A ordinary shares and                 Class B ordinary shares,

15

based upon the assumption that, immediately upon the completion of this offering and the concurrent private placement: (1) 890,310 ordinary shares, 4,003,330 preference shares and 6,536,127 convertible preference shares outstanding of FL and 890,310 ordinary shares, 4,003,330 preference shares and 6,536,127 convertible preference shares outstanding of FGL shall be acquired by us in consideration for issuance of            of our Class A ordinary shares and, subsequent to such acquisition, our company will surrender its preference shares and convertible preference shares in FL and FGL for cancellation and will only hold ordinary shares in FL and FGL, (2) 648,885,240 ordinary shares in our company held by PCGI Holdings Limited will be re-designated and reclassified into Class B ordinary shares on a one-for-one basis, and (3) the Class A ordinary shares in the form of ADSs will be offered hereby, but excludes:

•

Class A ordinary shares issuable upon the settlement of outstanding restricted share units, or RSUs and share options, under our equity incentive plans; and

•

additional Class A ordinary shares reserved for future grants under our equity incentive plans.

16

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following summary consolidated statements of comprehensive income data and summary consolidated statements of cash flows data for the years ended December 31, 2018, 2019 and 2020 and summary consolidated balance sheet data as of December 31, 2018, 2019 and 2020 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The following summary consolidated statements of comprehensive income data and summary consolidated statements of cash flows data for the six months ended June 30, 2020 and 2021 and summary consolidated balance sheet data as of June 30, 2021 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments, that we consider necessary for a fair statement of our financial position and operating results for the periods presented.

Our consolidated financial statements are prepared and presented in accordance with the International Financial Reporting Standards (“IFRS”). Our historical results are not necessarily indicative of results to be expected for any future period. The following summary consolidated financial and other data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, our consolidated financial statements and related notes and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” both of which are included elsewhere in this prospectus.

Summary Consolidated Statements of Comprehensive Income Data

​	Year Ended December 31,						Six Months Ended June 30,
​	2018		2019		2020		2020		2021
​	(audited)						(unaudited)
​	(US$ millions)
REVENUE	​	​	​	​	​	​	​		​
Net premiums and fee income	​	4,155	​	5,127	​	7,682	​	3,564	​	4,849
Investment return	​	429	​	955	​	1,581	​	260	​	1,038
Other operating revenue	​	104	​	150	​	224	​	117	​	134
Total revenue	​	4,688	​	6,232	​	9,487	​	3,941	​	6,021
EXPENSE	​	​	​	​	​	​	​		​
Insurance and investment contract benefits	​	4,402	​	5,362	​	7,941	​	3,507	​	4,895
Insurance and investment contract benefits ceded	​	(639)	​	(477)	​	(646)	​	(348)	​	(413)
Net insurance and investment contract benefits	​	3,763	​	4,885	​	7,295	​	3,159	​	4,482
Commission and commission related expenses	​	299	​	416	​	832	​	380	​	597
General expenses	​	740	​	1,010	​	1,212	​	562	​	564
Finance costs	​	31	​	109	​	209	​	106	​	79
Other expenses	​	104	​	155	​	157	​	55	​	91
Total expenses	​	4,937	​	6,575	​	9,705	​	4,262	​	5,813
Share of profit/(loss) from associates and joint venture	​	18	​	7	​	(1)	​	3	​	(2)
Profit/(loss) before tax from continuing operations	​	(231)	​	(336)	​	(219)	​	(318)	​	206
Tax benefit/(expense) from continuing operations	​	33	​	20	​	(53)	​	1	​	(50)
Profit/(loss) from continuing operations	​	(198)	​	(316)	​	(272)	​	(317)	​	156
Profit/(loss) from discontinued operations, net of tax	​	2	​	(16)	​	20	​	(1)	​	49
Net profit/(loss)	​	(196)	​	(332)	​	(252)	​	(318)	​	205
Other comprehensive income/(loss)	​	(286)	​	1,121	​	512	​	89	​	(1,471)
Total comprehensive income/(loss)	​	(482)	​	789	​	260	​	(229)	​	(1,266)

17

Summary Consolidated Balance Sheet Data

​	As of December 31,						As of June 30,
​	2018		2019		2020		2021
​	(audited)						(unaudited)
​	(US$ millions)
ASSETS	​	​	​	​	​	​	​
Intangible assets	​	1,671	​	3,487	​	3,531	​	3,383
Assets other than financial investments(1)	​	8,194	​	10,867	​	13,377	​	13,672
Financial investments	​	​	​	​	​	​	​
Loans and deposits	​	782	​	1,701	​	1,754	​	1,686
Available for sale debt securities	​	16,709	​	30,837	​	37,839	​	36,283
At fair value through profit or loss:	​	​	​	​	​	​	​
Debt securities	​	60	​	109	​	129	​	100
Equity securities	​	2,634	​	4,111	​	5,740	​	7,276
Derivative financial instruments	​	30	​	193	​	180	​	148
Total financial investments	​	20,215	​	36,951	​	45,642	​	45,493
Total assets	​	30,080	​	51,305	​	62,550	​	62,548
LIABILITIES	​	​	​	​	​	​	​
Insurance and investment contract liabilities	​	23,047	​	37,656	​	45,481	​	46,656
Deferred commission income	​	538	​	724	​	990	​	997
Financial liabilities(2)	​	614	​	4,113	​	3,671	​	3,613
Liabilities – other than above(3)	​	1,858	​	3,282	​	4,183	​	3,338
Total liabilities	​	26,057	​	45,775	​	54,325	​	54,604
Total equity(4)	​	4,023	​	5,530	​	8,225	​	7,944

(1)

Primarily consist of property, plant and equipment, reinsurance assets, deferred acquisition costs, cash and cash equivalents other assets, and assets classified as held-for-sale.

(2)

Includes bank borrowings and derivative financial instruments.

(3)

Consists of provisions, deferred tax liabilities, current tax liabilities, other liabilities and liabilities classified as held-for-sale.

(4)

Includes equity attributable to shareholders of our company, perpetual securities and non-controlling interests.

Summary Consolidated Statements of Cash Flows Data

​	Year Ended December 31,						Six Months Ended June 30,
​	2018		2019		2020		2020		2021
​	(audited)						(unaudited)
​	(US$ millions)
Net cash provided/(used in) by operating activities	​	161	​	(32)	​	(2)	​	428	​	(132)
Net cash used in investing activities	​	(393)	​	(3,351)	​	(533)	​	(543)	​	(274)
Net cash provided by financing activities	​	325	​	3,774	​	1,353	​	629	​	276
Net increase/(decrease) in cash and cash equivalents	​	93	​	391	​	818	​	514	​	(130)
Cash and cash equivalents at beginning of year/period	​	1,395	​	1,493	​	1,911	​	1,911	​	2,730
Effect of exchange rate changes on cash and cash equivalents	​	5	​	27	​	11	​	(21)	​	(57)
Cash and cash equivalents at end of year/period	​	1,493	​	1,911	​	2,740	​	2,404	​	2,543

18

Key performance indicators

​

For the Year Ended December 31/ As of December 31,

For the Six Months Ended June 30/ As of June 30,

2018-2020 CAGR

1H20-1H21 YoY

​

2018

2019

2020

2020

2021

​

(US$ millions, except for percentages)

Growth & Value Creation

​

​

​

​

​

​

​

​

​

Annualized Premium Equivalent (APE)(1)

​

1,055

​

1,125

​

1,692

​

751

​

751

​

26.6%

​

0.0%

Value of New Business (VNB)(2)

​

648

​

498

​

617

​

235

​

346

​

(2.4)%

​

47.5%

Operating Embedded Value (Operating EV)(2)

​

4,251

​

7,048

​

8,479

​

N/A

​

8,669

​

41.2%

​

N/A

Group Embedded Value (Group EV)(2)(3)

​

2,666

​

1,463

​

3,761

​

N/A

​

4,526

​

18.8%

​

N/A

Embedded Value Equity (EV Equity)(2)(3)

​

4,275

​

4,845

​

7,110

​

N/A

​

7,902

​

29.0%

​

N/A

Profitability & Scale

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Weighted Premium Income (TWPI)(4)

​

3,810

​

4,655

​

6,546

​

3,266

​

3,657

​

31.1%

​

12.0%

Adjusted Operating Profit Before Tax

​

44

​

47

​

125

​

68

​

106

​

68.5%

​

55.9%

Net Profit / (Loss)(5)

​

(196)

​

(332)

​

(252)

​

(318)

​

205

​

N/A

​

N/A

Adjusted Net Profit / (Loss)(4)(5)

​

(196)

​

(330)

​

(216)

​

(303)

​

205

​

N/A

​

N/A

Embedded Value (EV) Operating Profit(2)(6)

​

822

​

772

​

1,010

​

443

​

513

​

10.8%

​

15.8%

Capital

​

​

​

​

​

​

​

​

​

​

​

​

​

Net Underlying Free Surplus Generation (Net UFSG)(2)

​

(92)

​

182

​

248

​

19

​

(26)

​

N/A

​

N/A

Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

Growth & Value Creation

​

​

​

​

​

​

​

​

​

​

​

​

​

VNB Margin(2)(7)

​

61.4%

​

44.2%

​

36.5%

​

31.2%

​

46.1%

​

N/A

​

N/A

Profitability & Scale

​

​

​

​

​

​

​

​

​

​

​

​

​

Expense Ratio(8)

​

16.8%

​

17.8%

​

14.7%

​

13.9%

​

12.9%

​

N/A

​

N/A

Operating ROEV(9)

​

45.6%

​

29.0%

​

69.0%

​

69.8%

​

29.2%

​

N/A

​

N/A

Pro forma Operating ROEV(9)(10)

​

N/A

​

N/A

​

%

​

N/A

​

%

​

N/A

​

N/A

Except for TWPI, Adjusted Operating Profit Before Tax, Net Profit / (Loss), Adjusted Net Profit / (Loss) and Expense Ratio for 2018, 2019 and 2020, all other numbers in the table above are unaudited.

(1)

Operational performance measure. See the Actuarial Consultant’s Report set forth in Appendix I.

(2)

Actuarial performance measures. See the Actuarial Consultant’s Report set forth in Appendix I.

(3)

Presented on a net of financing basis. Financing for this purpose includes debt held and comprises borrowings and perpetual securities.

(4)

Non-IFRS measures. See note 6.3 and note 6.4 to the audited consolidated financial statements included elsewhere in this prospectus for more details.

(5)

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations —  Discussion of Key Performance Indicators  — Profitability and Scale —  Net Profit / (Loss) and Adjusted Net Profit / (Loss).”

(6)

Presented before allowing for operating expense and commission variance.

(7)

VNB Margin is defined as VNB expressed as a percentage of APE for the relevant period.

(8)

Expense ratio is defined as operating expenses expressed as a percentage of TWPI for the relevant period.

(9)

Actuarial performance measure. Operating ROEV is defined as the ratio of EV Operating Profit to the Opening Group EV for the relevant period. The results have been presented before allowing for operating expense and commission variance as these are considered as short term variances as business units are still in their growth phase and have not achieved economies of scale. Figures for the six months ended June 30, 2020 and June 30, 2021 are calculated on a compounded interest basis. See the Actuarial Consultant’s Report set forth in Appendix I and the Addendum thereto set forth in Apppendix II for details of EV Operating Profit and Group EV.

(10)

Pro forma shown for net proceeds from this offering of US$   – US$     , which impacts the Group EV by the same amount. Pro forma Operating ROEV is the ratio of EV Operating Profit to the sum of reported Group EV and net proceeds from this offering. For the year ended December 31, 2020, pro forma Operating ROEV, in addition to net proceeds from this offering, also gives effect to the increase in equity due to transactions in May 2021. See “Our History and Corporate Structure — Pre-IPO Investments in our company” for details.

Our key performance indicators measure the scale, growth, profitability and capital of our business. Operating EV, Group EV, EV Equity, VNB, VNB Margin, EV Operating Profit, Operating ROEV and Net UFSG are actuarially determined estimates that rely upon certain assumptions and estimates made by management. See the Actuarial Consultant’s Report set forth in Appendix I and the Addendum thereto set

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forth in Appendix II for details of actuarial estimates and assumptions. These indicators may not be comparable to other similarly titled measures of other life insurers or companies, since they are not uniformly defined or calculated and have limitations as analytical tools. Accordingly, you should exercise caution in comparing these measures as reported by us to those of other life insurance companies. Additionally, because of the technical complexity involved in these calculations and the fact that these estimates vary materially with any change in key assumptions, you should read this prospectus in its entirety, including the Actuarial Consultant’s Report set forth in Appendix I and the Addendum thereto set forth in Appendix II and the assumptions and limitations described therein, interpret the embedded value results with special care and not place undue reliance on the embedded value results. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Performance Indicators” for more information about and a more detailed discussion of our key performance indicators and “Embedded Value” for more information regarding the Actuarial Consultant’s Report.

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RISK FACTORS

An investment in the ADSs involves significant risks. You should carefully consider all the information in this prospectus, including the risks and uncertainties described below, before making an investment in the ADSs. Any of the following risks could have a material adverse effect on our business, financial condition and results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends. In any such case, the market price of the ADSs could decline, and you may lose all or part of your investment.

RISKS RELATING TO OUR BUSINESS

The COVID-19 pandemic has caused and may continue to cause disruption to our operations and negatively affect our business, financial condition, and results of operations.

Our business has been and may continue to be affected by the COVID-19 pandemic. The pandemic and related measures taken to contain the spread of the virus, such as government-mandated business closures and travel restrictions, have negatively affected the global economy, including the economies of the markets in which we operate. Significant COVID-19 related restrictions, including those in response to the outbreak of the Delta variant in the second and third quarters of 2021, have continued and in some instances, have been significantly tightened, in markets in which we operate, including Indonesia, Malaysia, the Philippines, Singapore, and Vietnam, as well as Thailand (which has been affected more severely in the third quarter of 2021 than before). While there has been a simultaneous increase in customer demand for health insurance and a shift towards contactless selling and services, border controls and travel restrictions, such as those imposed in Hong Kong, and the continuing uncertainty over the extent and timing of the re-opening of the border between Hong Kong and mainland China, have had and may continue to have an adverse effect on our sales to MCVs and other customers. Additionally, our distributors have similarly adjusted their operations in light of the COVID-19 pandemic. The intra-country travel restrictions have affected our distributors’ ability to interact with customers through face-to-face meetings, which has affected and may continue to affect our revenue. If our distributors or other business partners experience shutdowns or continued business disruptions, our ability to conduct our business operations as planned could be materially and negatively affected.

Furthermore, the COVID-19 pandemic has created significant economic uncertainty globally and has negatively affected global economic growth, the proper functioning of financial and capital markets, interest rates, currency exchange rates, capital flows, credit spreads and market liquidity, and may cause a continuing economic downturn. This may result in an increase in costs associated with claims under our policies, as well as an increase in the number of customers experiencing difficulty paying premiums, which could negatively affect our ability to adequately cover our losses. Volatility in the financial markets and interest rates may also affect our returns from investments in equities and alternative asset classes, as well as our solvency ratios. Any of the above factors could have a material adverse effect on our business, financial condition and results of operations.

We continue to monitor the development of the COVID-19 pandemic closely. However, there are no comparable recent events that provide guidance as to the effect of the spread of COVID-19 and a global pandemic, and, as a result, the ultimate impact of the COVID-19 outbreak or a similar health epidemic is highly uncertain and subject to change. In addition, due to the rapidly evolving global situation, the risk of further waves of infections, the range of national responses, including border closures, the pace at which vaccination programs are being rolled out and the uncertainty of the efficacy of vaccines, we cannot predict the duration or the ultimate impact of the COVID-19 pandemic. Any additional impact of the COVID-19 pandemic may have a material adverse effect on our business, financial condition, and results of operations.

Our international operations subject us to additional risks which could have an adverse effect on our business, financial condition, and results of operations.

We operate across different geographic markets and political systems, and are required to comply with a wide variety of tax regimes, laws and regulatory requirements. In connection with our growth plans, we

21

may also expand our geographic footprint and enter into new markets, through organic growth or acquisitions. We need to manage our extensive and growing operations in the markets and regions in which we operate across Asia, which exposes us to complexities in staffing and personnel management, currency exchange movements and controls, and the burden of complying with a wide variety of tax regimes, legal systems and regulatory requirements, which may be in conflict with each other. We may face, and have to manage, risks in relation to volatile macroeconomic trends, capital controls and other restrictions on the movement of currency into and out of countries and markets, and therefore between different Business Units.

For example, we continue to explore expansion opportunities into mainland China, including into the Greater Bay Area region, which may subject us to risks relating to different legal, political, social and regulatory requirements and economic conditions. If we expand our operations into mainland China, our exposure to these risks would increase.

Furthermore, certain markets in which we operate, including some of our Emerging Markets, are rapidly developing economies and differ from the economies of most developed countries in material respects, including the macroeconomic challenges they face, the rapidly evolving nature of their financial and legal systems and the extent of government involvement. Operating in these markets presents certain risks, including political and economic instability, the inability to protect contractual or legal rights, market volatility and liquidity, rapid demographic and market changes, evolving laws and regulations in respect of insurance, potential expropriation or nationalization of property or assets, and comparatively underdeveloped legal, financial and enforcement systems. In some of our markets, there is also more limited reliable statistical data on which to base pricing or underwriting decisions for certain insurance products. These risks may increase our costs of doing business in these markets.

We cannot assure you that we will be able to execute our growth strategy successfully and manage all of the risks associated with operating and scaling up an extensive multi-country business with operations in many developing and rapidly growing countries and markets, and any failure to do so may affect our ability to obtain dividends from our Business Units which may have a material adverse effect on our business, financial condition, results of operations and prospects.

Risks associated with multi-jurisdictional operations also include those arising from geopolitical uncertainties. For example, the United States has imposed sanctions on certain Chinese and Hong Kong individuals and companies, including prohibitions on investment by US persons in such companies. Further sanctions or other actions may be imposed or taken, and we cannot assure you that our customers, distributors, or partners will not be specifically impacted by such sanctions or actions. As of the date of this prospectus, we are unable to predict the impact of these events on our business.

Our business has evolved through a number of strategic transactions and the information presented in our financial statements may not be indicative of our future performance and prospects.

During the years ended December 31, 2018, 2019 and 2020, we made several strategic acquisitions that have contributed significantly to our business growth and our geographic expansion. Additionally, in advance of this offering, we have undertaken the Reorganization. To enable prospective investors to evaluate our results and performance as a combined group, we have prepared and presented in this prospectus consolidated financial statements as of and for the years ended December 31, 2018, 2019 and 2020 and for the six months ended June 30, 2020 and 2021. Our consolidated financial statements for the years ended December 31, 2018, 2019 and 2020 and for the six months ended June 30, 2020 and 2021 have been prepared on the basis that, during this period, our Group was under the common control of Mr. Li, our ultimate controlling shareholder.

Our financial statements do not necessarily reflect what our financial condition, results of operations and cash flows would have been had we been operated as a consolidated group during the periods presented. Actual costs that may have been incurred if we had been a consolidated group would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure.

In addition, our financial statements may not be indicative of what our results of operations, financial condition and cash flows will be in the future. For example, following finalization of the Reorganization

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and completion of this offering, changes will occur in our cost structure, financial liabilities and interest expense, funding and operations, including changes in our tax structure, increased costs and enhanced regulatory standards associated with operating as a public company. These changes may be material, further reducing the meaningfulness of our historical consolidated financial statements in evaluating our future financial condition and results of operations. Please also see “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Basis of Presentation” and “— Factors Affecting Comparability.”

Our success will depend on integrating and realizing synergies from our acquisitions and our ability to execute our strategic initiatives.

As part of our business strategy, we may acquire additional businesses, assets and technologies, enter into new markets, undertake new key projects or develop new distribution channels that are complementary to our business. During the years ended December 31, 2018, 2019 and 2020, we made several acquisitions and investments, principally for geographical or distribution expansion, including the acquisition of a 49.0% interest in HSBC Amanah Takaful in Malaysia, the acquisition of a 99.2% interest in SCB Life in Thailand, the acquisition of VCLI in Vietnam, the acquisition of PT Commonwealth Life in Indonesia and the acquisition of MetLife Limited and Metropolitan Life Insurance Company of Hong Kong Limited in Hong Kong. We also completed the acquisition of Bangkok Life Assurance (Cambodia) Plc. in December 2020 and expect to commence operations in Cambodia in the second half of 2021. We also made a 29.9% investment in BRI Life in Indonesia, which we completed in March 2021, and have also committed to providing an additional capital contribution to BRI Life, which is expected to bring our shareholding in BRI Life to approximately 44% across a three-year period.

In connection with acquisitions, we may face difficulties in conducting sufficient and effective due diligence on potential targets, and we may have to incur costs to remediate or address predecessor liabilities and incidences of contractual or regulatory non-compliance, as well as other operating losses, costs and expenses that may adversely affect us following our acquisitions or investments or other strategic transactions. In addition, we may not be able to complete any subsequent acquisitions or investments due to a failure to obtain the required regulatory approvals or other reasons, and we may experience unexpected delays in completing such acquisitions and investments, which may divert management time and resources for a prolonged period of time. If we are unable to complete the key projects we undertake in accordance with planned schedules, and to capture projected benefits, there could be a material adverse effect on our business and financial condition.

We may also experience difficulties integrating, or incur higher than expected costs in relation to, our acquisitions, investments, distribution arrangements and partnerships into our business and operations. Compared to our existing Business Units, the new businesses we acquire may be at different stages of development. This may make it difficult for our group-wide strategies and initiatives, such as our centralized approach to our vision, mission and digital initiatives, to be implemented at the newly acquired businesses. If we acquire businesses in new markets, we face the additional difficulty of adapting to local practices and competing with local and multinational insurers with market knowledge, and our experience of operating in our existing markets may not provide an advantage in those new markets.

In addition, we may experience difficulties in retaining employees and management teams of newly-acquired businesses following a strategic transaction. The culture, working practices and management styles at newly acquired businesses may be different to that of our existing Business Units and management teams. As a result, we may experience significant challenges in workforce integration, which may adversely affect the performance of our existing employees and management personnel. Integration of acquisitions, including consolidation of assets, services and infrastructure between our existing business and the acquired business, requires a substantial amount of management time, cost and other resources that may have to be diverted from our existing operations. We may also have to adapt our operating, governance and internal controls frameworks effectively to accommodate the transition and the new acquisitions, as well as to achieve integration goals that may be identified by regulators. Failure to integrate our acquisitions effectively may divert management time and resources for a prolonged period of time and have a material adverse effect on our business, financial condition and results of operations.

23

In addition, in connection with any disposal of assets or businesses we may undertake from time to time, we may contractually agree or be otherwise legally required to indemnify the purchaser of such assets or businesses we dispose of, including in respect of liabilities that are unknown or contingent at the time of such disposals or which may materialize much later than the time of completion of the relevant disposal. Accordingly, under these indemnities we may be exposed to potential significant liability, including in connection with or as a result of any claims or proceedings brought against us. Any actual liability incurred by us in connection with any such disposals may have a material adverse effect on our business, financial condition and results of operations. For more on the risks connected to litigation, see “— Risks Relating to Legal and Regulatory Matters — We face the risk of litigation, regulatory investigations and other proceedings in relation to our business which may result in financial losses and reputational harm” in this section.

Our financial condition and results of operations could be adversely affected if we are unable to successfully manage our growth.

Our future growth may place significant demands on our managerial, operational and capital resources. The expansion of our business activities exposes us to various challenges, including:

•

continuing to expand, train and retain our agency force, while maintaining costs and productivity at optimal levels;

•

continuing to expand our bancassurance, brokerage and other networks and upgrade the underlying technology and front and back-end support to meet expanding distribution needs;

•

continuing to develop adequate underwriting and claims settlement capabilities and skills;

•

recruiting, training and retaining management personnel with proper experience and knowledge; and

•

strengthening and expanding our risk management and information technology systems to effectively manage the risks associated with existing and new lines of insurance products and services and increased marketing and sales activities.

We cannot assure you that we will manage our growth successfully. In particular, we may not be able to recruit, train and retain a sufficient number of qualified personnel to keep pace with the growth of our business.

The implementation of large-scale strategic initiatives, such as acquisitions, gives rise to significant design and execution risks, may affect our operational capability and capacity, and may adversely impact our businesses and the delivery of our strategies if these initiatives fail to meet their objectives.

In order to implement our business strategies for growth, improve customer experiences, improve operational excellence, meet regulatory and industry requirements and maintain market competitiveness, we undertake large-scale strategic initiatives, such as group restructuring, acquisitions and disposals. Many of these initiatives are complex, interconnected and/or of large scale. There may be a material adverse effect to our businesses, customer satisfaction, financial condition, results of operations and prospects if these initiatives incur unplanned costs, are subject to implementation delays, or fail to fully meet their objectives. Additionally, there may be adverse non-financial (including operational, regulatory, conduct and reputational) implications for us. These initiatives inherently give rise to design and execution risks and may increase our business risks, such as placing additional strain on the operational capacity, or weakening the control environment.

Certain metrics and key performance indicators we present in this prospectus are based on a number of assumptions and may vary significantly as those assumptions change.

We have included in this prospectus estimates of Operating EV, Group EV, EV Equity, VNB, EV Operating Profit and VNB Margin, which are also included in the Actuarial Consultant’s Report set forth in Appendix I and/or the Addendum thereto set forth in Appendix II to this prospectus. The calculation of these values necessarily includes numerous assumptions and estimates with respect to, among other things, industry performance, general business and economic conditions, investment returns, reserving standards, regulatory requirements relating to solvency ratios and policyholder values, taxation, life expectancy and

24

other matters, many of which are beyond our control. Specifically, we make certain assumptions and estimates regarding, among other things, risk discount rates, investment yields, mortality rates, morbidity rates, lapse rates, expense assumptions, commissions, policy dividends, crediting rates and tax rates. Moreover, the values shown in the Actuarial Consultant’s Report and in this prospectus do not encompass the full range of potential outcomes. The embedded value results are not intended to represent an opinion of market value and should not be interpreted in that manner. Actual market value is determined based on many factors. In particular, embedded value does not include the potential contribution arising from future new business which will depend on, among other things, the prospects of the Pan-Asian life insurance market, our future position in this market and the profitability of future new business. Further, the embedded value results are presented as at the valuation dates referenced in the Actuarial Consultant’s Report. Except where otherwise stated in the Actuarial Consultant’s Report, the figures stated therein and in this prospectus as at any valuation date do not make allowance for any developments after such date. It should be recognized that assumptions and estimates involve judgement and are forward-looking, actual future results may vary from those shown, on account of changes in the operating and economic environments and natural variations in experience and such differences may be material. We cannot assure you that the future experience will be in line with the assumptions made.

Reinsurance may (i) be unavailable at current levels and prices, which may limit our ability to underwrite new business, and (ii) subjects us to counterparty risk and may not be adequate to protect us against losses, which could have a material effect on our business, financial condition and results of operations.

We reinsure a portion of the risks that we assume under our insurance products to multiple international and local reinsurers to manage our insurance risk, maintain our capital position within our risk appetite limits and leverage the reinsurers’ knowledge for our product development. We also obtain reinsurance for capital management purposes. To reduce our reinsurance concentration risk, we use various leading international and local reinsurers. We select our reinsurers based on their financial strength, services and terms of coverage, claims settlement efficiency and price. In addition to using external reinsurers, we have also established FWD Reinsurance, a Cayman incorporated captive reinsurance company, for capital optimization and margin enhancement. We also use Swiss Re, one of our shareholders, to reinsure certain products. For further details, see “Related Party Transactions — Transactions with Swiss Re and its subsidiaries.”

Our ability to obtain reinsurance on a timely basis and at a reasonable cost is subject to a number of factors, many of which are beyond our control. In particular, certain risks that we are subject to, such as epidemics, are difficult to reinsure. If we are unable to renew any expiring external reinsurance coverage or to obtain acceptable new external reinsurance coverage, our net risk exposure could increase or, if we are unwilling to bear an increase in net risk exposure, the amount of risk we are able to underwrite and the breadth of our product offerings could decrease. To the extent that we are unable to utilize external or captive reinsurance effectively, for example because of changes in tax treatment or due to changes in regulatory views on acceptability of reinsurance arrangements, our business, financial condition and results of operations may be materially and adversely affected. Alternatively, we could elect to pay higher than reasonable rates for reinsurance coverage, which could have a material adverse effect upon our profitability until policy premium rates could be raised, in most cases subject to approval by our regulators, to offset this additional cost. We also cannot guarantee that we would be able to obtain these required approvals to raise our policy premium rates.

Additionally, we are also exposed to credit risk with respect to reinsurers in all lines of our insurance business. Although our reinsurance counterparties are liable to us according to the terms of the reinsurance arrangements, we remain primarily liable to our policyholders as the direct insurers on all risks reinsured. As a result, reinsurance does not eliminate our obligation to pay all claims, and we are subject to the risk that one or more of our reinsurers will be unable or unwilling to honor its obligations, that the reinsurers will not pay in a timely fashion, or that our losses are so large that they exceed the limits inherent in our reinsurance contracts, limiting recovery. Reinsurers may also become financially unsound by the time that they are called upon to pay amounts due, which may not occur for many years, in which case we may have no legal ability to recover what is due to us under our agreement with such reinsurer. Any disputes with reinsurers regarding coverage under reinsurance contracts could be time consuming, costly, and uncertain of success. If

25

our reinsurers fail to pay us on a timely basis, or at all, our business, financial condition and results of operations may be materially and adversely affected.

Concentrated surrenders may materially and adversely affect our business, financial condition and results of operations.

Under normal circumstances, it is generally possible for insurance companies to estimate the overall amount of surrenders in a given period. However, the occurrence of emergency or macroeconomic events that have significant impact, such as sharp declines in customer income due to a severe deterioration in economic conditions, changes in relevant government and regulatory policies, loss of customer confidence in the insurance industry due to the weakening of the financial strength of one or more insurance companies, or the severe weakening of our financial strength, may trigger massive surrenders of insurance policies. For example, in 2019, the Food and Health Bureau launched the Voluntary Health Insurance Scheme (“VHIS”) in Hong Kong with the goal of creating minimum standards for certified individual medical insurance plans and giving consumers greater transparency and tax benefits. We are one of the registered providers under VHIS. Since VHIS offers an alternative to existing medical insurance products, it has resulted in a decrease in persistency of our existing products and we expect it to continue to have an impact on our operations in Hong Kong as customers may surrender or not renew existing medical products to buy products under VHIS either from us or another provider of such products. If significant and concentrated surrenders were to occur, the value that we expect to generate from our in-force policies would be adversely impacted and we would have to dispose certain of our investment assets, possibly at unfavorable prices, in order to make the significant amount of surrender payments. This could materially and adversely affect our business, financial condition and results of operations.

As a holding company, we depend on the ability of our subsidiaries to transfer funds to us to meet our obligations and pay dividends. Our subsidiaries’ remittance of capital depends on their earnings, regulatory requirements and restrictions and macroeconomic conditions.

Our company is a holding company and does not conduct any significant business operations of its own. Our company depends on dividends, other distributions and payments from our operating subsidiaries, and its ability to pay dividends and other obligations is dependent on the flow of funds from and among our operating subsidiaries.

Our operating subsidiaries are subject to a variety of insurance and other laws and regulations that vary by jurisdiction and are intended to protect policyholders and beneficiaries in that jurisdiction first and foremost, rather than investors. We are a regulated insurer in Hong Kong, Macau, Thailand, Cambodia, Japan, the Philippines, Indonesia, Singapore, Vietnam, Malaysia, Bermuda and Cayman Islands and may only pay dividends if we are able to meet the applicable legal requirements and requirements of the relevant regulators and supervisors in these jurisdictions. Our regulated subsidiaries are generally required to maintain solvency and capital standards as set by their local regulators and may also be subject to other legal and regulatory restrictions, including having adequate retained earnings, all of which may limit their ability to pay dividends or make distributions to us. In particular, we are required to obtain the HKIA’s prior written consent before declaring or paying dividends. For details, see “Dividend Policy” and “Regulation.” In addition, the ability of our operating subsidiaries to pay us dividends in the future will also depend on their earnings, their ability to generate surplus capital, as well as macroeconomic conditions and other local regulatory requirements and restrictions, including exchange controls and economic or trade sanctions. We cannot assure you that our operating subsidiaries will be able to make dividend payments, other distributions and payments in amounts sufficient to meet our cash requirements or to enable us to pay any dividends.

We do not wholly or directly own our businesses in some jurisdictions, which entails certain risks.

We do not wholly own our businesses in Malaysia and Indonesia. In Malaysia, we own an equity interest of 49.0% in FWD Takaful, a family takaful operator offering family takaful products. While we are the largest shareholder in FWD Takaful, the minority shareholders have certain protective rights, whether contractually or pursuant to applicable local laws and regulations, or may have economic or business interests or goals that are not consistent with ours, or may, as a result of financial or other difficulties, be unable or unwilling to fulfill their obligations as minority shareholders. For example, a minority shareholder could

26

decide to sell its shares in the business in breach of any applicable pre-emptive rights, prevent us from acquiring full control of the business or oppose our proposals and other actions relating to strategic transactions and other matters, such as mergers, acquisitions, disposals, financings and commercial partnerships. Additionally, any disagreements or disputes between us and the minority shareholders in any of these businesses may lead to litigation, harm our reputation or prevent us from exercising control over or achieving our strategic or financial goals for such business. Any of these events could adversely affect the operation, performance and growth prospects of, or dilute the value of and return on our investment in, these business. Additionally, if the minority shareholders fail to make their share of capital contributions to support the growth strategy in relation to these businesses, the growth of these businesses might be adversely affected, or we may have to make additional capital contributions that exceed our equity interests in these businesses. In addition, the presence of minority shareholders may limit our ability to pay dividends and meet other obligations. Thus, our ability to control the operations and to pay dividends and meet other obligations in relation to these businesses are subject to contractual and other obligations. For details, see “Dividend Policy” and “Regulation.”

In Indonesia, we own an equity interest of 29.9% in BRI Life and have committed to providing an additional capital contribution which is expected to bring our shareholding in BRI Life to approximately 44% across a three-year period post the completion of the initial subscription. Presently, Bank BRI is the largest shareholder in BRI Life. As we own a minority interest in BRI Life, we cannot assure you that the majority shareholder’s strategies or goals in relation to BRI Life will be consistent with ours, or that the majority shareholder will not exercise its votes in relation to its majority stake to make decisions that do not align with our business or economic interests in BRI Life.

Furthermore, in compliance with local laws and regulations in certain markets in which we operate, we have entered into contractual arrangements which enable us to exercise effective control over, and be the primary beneficiary of, our local subsidiaries in such markets. Relevant laws, regulations or policies may change in such markets, including a change in their application or interpretation, which may result in a change to the existing structure of our existing or future local subsidiaries and associates in these matters and our ability to exercise effective control over them.

Our success depends on retaining our existing customers and expanding our customer base.

We define our customers as anyone who owns or receives value from our products and services, and we categorize them as either individual customers or group scheme customers. Our individual customers include policy owners, the insured under life insurance policies, beneficiaries of the policies and active FWD MAX members, whom we define as persons who have maintained an active membership on our FWD MAX platform during the preceding 90 days for the use of our products, services or discounts. Our group scheme customers include master policyholders, group scheme members and beneficiaries. We have experienced significant customer growth since 2018. From December 31, 2018 to June 30, 2021, the number of our total customers (including policyholders and beneficiaries) increased by a CAGR of 30.4%. While we strive to build life-long partnerships with our customers by making the customer journey easy and seamless, we cannot assure you that we will be able to maintain the rate of growth we have experienced in recent years, successfully retain our existing customers, attract new customers or capture long-term value from our customers.

There are many factors that could negatively affect our ability to grow our customer base, business or scale, including, but not limited to:

•

there is a prolonged impact of the COVID-19 pandemic or any other pandemic on our persistency ratio and claims;

•

we fail to offer new or competitive products;

•

our distribution partners fail to grow their customer base or achieve sale targets;

•

we experience a deterioration of our financial strength including any change in our credit ratings;

•

our digital platform experiences disruptions, including as a result of hacking, malware or other unauthorized or malevolent activity;

27

•

we are unable to address customer concerns regarding the content, privacy, and security of our digital platform;

•

technical or other problems frustrating the customer experience, particularly if those problems prevent us from generating quotes or paying claims in a fast and reliable manner;

•

we suffer reputational harm to our brand resulting from negative publicity, whether accurate or inaccurate;

•

customers have difficulty installing, updating or otherwise accessing our digital apps or eCommerce platform on mobile devices or web browsers as a result of actions by us or third parties;

•

our competitors successfully implement their own digital platform or mimic ours, causing current and potential customers to purchase their insurance products instead of our products;

•

we fail to effectively use search engines, social media platforms, digital app stores, content-based online advertising, and other online sources for generating traffic to our eCommerce platform and our digital apps;

•

potential customers in a particular marketplace or generally, do not meet our underwriting policies; or

•

we fail to expand geographically.

Our inability to overcome these challenges could impair our ability to attract new customers and retain existing customers, which in turn could have a material adverse effect on our business, operating results and financial condition. In addition, the needs and preferences of our customers are constantly evolving. As a result, we must continuously respond to changes in customer demand and preferences to remain competitive, grow our business and maintain our market position. Any inability to adapt to these changes may result in a failure to capture new customers or retain existing customers, the occurrence of which would materially and adversely affect our business, financial condition and results of operations. Further, any new products and services we launch may involve risks and challenges we do not currently face, may require us to devote significant financial and management resources and may not perform as well as expected. We may also have difficulty in anticipating customer demand and preferences, and our products may not be accepted in the market. Our success will depend, in part, on our ability to identify, develop and adapt to new trends and respond to technological advances and emerging industry standards and practices. We cannot assure you that we will be successful in these efforts.

Additionally, expanding our customer base in the millennial customer segment and developing our engagement with our target customers are key elements of our growth strategy. We intend to attract a new generation of digitally focused customers by implementing a number of strategies including a digital-first distribution strategy and diverse ecosystem partnerships. In 2020, millennials represented 62.8%, 60.8%, and 53.9% of our new individual policyholders in our bancassurance, agency, and other distribution channels (including brokerage/IFAs and neo-insurance), respectively, and this further grew to 63.3%, 61.3% and 55.3% of our new individual policyholders in our bancassurance, agency, and other distribution channels (including brokerage/IFA and neo-insurance), respectively, in the six months ended June 30, 2021. While the percentage of millennials within our total organic new individual policyholders grew from 57.2% in 2020 to 59.3% in the first half of 2021, we cannot assure you that these initiatives and measures will be effective in continuing our growth in this segment, retaining our existing millennial customers or capturing greater value from our customers.

We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Should we fail to maintain the effectiveness of controls designed to remediate material weakness, we may not be able to report our financial results accurately or prevent fraudulent financial reporting.

Prior to this offering, we operated as a private company that was not required to comply with the obligations of a public company with respect to internal control over financial reporting and we did not maintain the internal accounting and financial reporting resources necessary to comply with the obligations

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of a public reporting company in the United States, including maintaining effective internal control over financial reporting. While we have established initiatives to get ourselves ready for the transition from a private company to a public company, these initiatives were not, until recently, specific to the requirements of becoming a public company in the United States and, in particular, did not look to prepare us to comply with the requirements of the Sarbanes-Oxley Act of 2002.

Upon completion of this offering, we will become a public company in the United States subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 and the rules and regulations of the New York Stock Exchange. Section 404 of the Sarbanes-Oxley Act of 2002, will require us to include a full report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2022. In addition, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting for the fiscal year ending December 31, 2022. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a qualified or adverse report if it is not satisfied with our internal control or the level at which our control is documented, designed, operated, or reviewed, or if it interprets relevant requirements differently from us.

To date, we have not been required to assess, and our management has not completed an assessment of, the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting, as will be required when we file our second annual report using Form 20-F after we become a public company. In connection with the audits of our financial statements in preparation for this offering, we and our independent registered public accounting firm identified three material weaknesses in our internal control over financial reporting as of December 31, 2020. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. The matters identified in relation to these historical audits were primarily attributable to (i) insufficient financial reporting, actuarial and accounting personnel with the appropriate level of technical experience/​training to address complex technical accounting and financial reporting issues, related to IFRS and SEC reporting, (ii) insufficient dedicated resources and experienced personnel involved in designing and reviewing internal controls over financial reporting related to Sarbanes-Oxley requirements, and (iii) inconsistent application and documentation of processes and procedures related to Sarbanes-Oxley requirements in the areas of actuarial valuation, tax accounting, accounting for business combinations and related party transaction disclosures related to IFRS and SEC reporting.

We have implemented and will continue to implement initiatives and measures to address the material weaknesses that have been identified. This has involved and continues to involve adopting measures to improve our internal control over financial reporting, including, among others: (i) strengthening our finance and actuarial capabilities, including strengthening our financial oversight functions, through a combination of external consultants and new hires, (ii) establishing Sarbanes-Oxley internal controls capability to design, review and monitor internal control over financial reporting, (iii) organizing regular training for our accounting and actuarial staff, especially training related to IFRS and SEC reporting and Sarbanes-Oxley requirements, (iv) implementing enhanced new financial reporting systems, (v) enhancing historical and contemporaneous documentation in relation to judgements made in relation to actuarial valuation, accounting for business combinations and tax accounting, and (vi) enhancing procedures and controls relating to actuarial valuation, tax accounting, accounting for business combinations and related party transactions. However, we cannot assure you that these measures will fully address the material weaknesses in our internal control over financial reporting we have identified or that we will not identify additional material weaknesses or significant deficiencies in the future. See “— Our risk management and internal control systems may be inadequate or ineffective in identifying or mitigating the various risks to which we are exposed.”

Our risk management and internal control systems may be inadequate or ineffective in identifying or mitigating the various risks to which we are exposed.

We have established risk management and internal control systems consisting of organizational frameworks, policies, procedures and risk management methods that we believe are appropriate for our

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business operations, and we seek to continue to improve these systems. However, due to the inherent limitations in the design and implementation of risk management and internal control systems, including identification and evaluation of risks, internal control variables and the communication of information, we cannot assure you that such systems will be able to identify, mitigate and manage all exposures to risks.

Our risk management methods have inherent limitations, as they are generally based on statistical analysis of historical data as well as the assumption that future risks will share similar characteristics with past risks. We cannot assure you that such assumptions are an accurate prediction of future events. We have identified material weaknesses in our internal control over financial reporting. For details, see “— We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Should we fail to maintain the effectiveness of controls designed to remediate material weakness, we may not be able to report our financial results accurately or prevent fraudulent financial reporting.” In addition, during the course of documenting and testing our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (with which we are required to comply beginning in the year ending December 31, 2022), we may identify other weaknesses and deficiencies in our internal control over financial reporting. If we fail to maintain proper and effective internal controls over financial reporting, as these standards are modified, supplemented, or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ADSs. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations, and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

In addition, our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, we cannot assure you that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected. Furthermore, our financial systems are not fully automated and some of our financial controls still require manual intervention and are therefore susceptible to human error. To the extent we use information technology systems to support our financial controls, these systems need regular maintenance and upgrades to handle the expansion in information as we expand our existing operations and acquire new businesses. Our historical data may also need to be updated to unwind errors identified from time to time. If we fail to carry out these maintenance or upgrades, our risk management methods and techniques may not be effective in alerting us to take timely and appropriate measures to manage our risks.

Our risk management and internal controls also depend on the proficiency of and implementation by our employees. We cannot assure you that such implementation will not involve any human error or mistakes, which may materially and adversely affect our business, financial condition and results of operations.

We have a history of net losses and may not achieve or maintain profitability in the future.

For the years ended December 31, 2018, 2019 and 2020, we recorded net losses of US$196 million, US$332 million and US$252 million, respectively. For the six months ended June 30, 2021, we recorded a net profit of US$205 million compared to a net loss of US$318 million during the same period in 2020. Our net losses resulted primarily from our operating expenses and the investments made to grow our business during these periods as well as financing costs. Although we recorded a net profit for the six months ended June 30, 2021, this was the result of gains in short-term fluctuations in investment returns related to equities and property investment during the period and net profit from discontinued operations, and we expect that we may return to recording net losses in the coming future periods if the gains in short-term fluctuations in investment return related to equities and property investments do not recur as we continue to grow our

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business scale and presence and incur related costs. In line with our business strategy, we expect to continue making investments to further develop and expand our business, such as by investing in further digitalization across all our distribution channels. We will also have to upgrade our finance, investment and corporate governance functions in preparation for complying with public company reporting requirements as well as the implementation of the GWS framework and IFRS 17. We intend to invest substantially in our Emerging Markets to grow our business scale and presence in those markets. We made a strategic investment for a minority interest in BRI Life in Indonesia, which we completed in March 2021, and have also committed to providing an additional capital contribution to BRI Life, which is expected to bring our shareholding in BRI Life to approximately 44% across a three-year period. These efforts and investments may be more costly than we expect and our revenue may not increase sufficiently to offset the expenses, which may result in continued or increased net losses. Accordingly, we may not achieve or maintain profitability and we may continue to incur net losses in the future.

Geopolitical and political instability, market fluctuations and general economic conditions globally and in the markets in which we operate may materially and adversely affect our business.

Our business is subject to geopolitical and political instability, market fluctuations and general economic conditions globally and in the markets in which we operate. Such risks may result from the application of protectionist or restrictive economic and trade policies with specific markets, regulations and executive powers which increase trade barriers with specific markets or restrict trade, financial transactions, transfer of capital and/or investment with specific territories, companies or individuals which could impact on the macroeconomic outlook and the environment for global financial markets; international trade disputes such as the implementation of trade tariffs; the withdrawal from existing trading blocs or agreements; and measures favoring local enterprises, such as changes to the maximum level of non-domestic ownership by foreign companies or differing treatment of foreign-owned businesses under regulations and tax rules. Many governments are implementing COVID-19 vaccination programs, and differences in accessibility to supplies of vaccines that are effective against current and emerging variants of the coronavirus have the potential to contribute to an increase in geopolitical tensions.

The global economy has experienced, and continues to experience, uncertainty brought on by geopolitical events such as the change in administration in the United States, trade negotiations between China and the United States, as well as political instability in the Middle East and various parts of the Asia-Pacific region. Increased geopolitical tensions may also increase cross-border cyber activity and therefore increase cyber security risks, and may lead to civil unrest and/or acts of civil disobedience. These events, together with the global impact of the outbreak of the COVID-19 pandemic, have affected the monetary and fiscal policies of governments globally, prompting substantial volatility of equity markets, interest rates, currency exchange rates, capital flows and credit spreads as well as reducing market liquidity and global economic activity.

These factors could lead to a prolonged downturn in the global economy, resulting in higher unemployment rates, lower income and reduced consumer spending, which could in turn negatively impact the insurance sector as a whole, including our business. For example, we may experience a decline in demand for certain types of products and services, increased claims, lapses or surrenders of policies, and defaults in the payment of insurance premiums. Difficult macroeconomic conditions may also lead to decreased corporate earnings, default of issuers whose bonds we hold or reductions in the values of these bonds due to increased perceived risk of default and declines in the value of the equity securities in our investment portfolio, which may negatively impact our investment returns and asset valuations. In addition, our counterparties may fail to discharge their obligations to us if they face economic difficulties, and we may not be able to recover the losses resulting from such failure if the obligations of our counterparties are not fully secured. Any of the above factors could have a material adverse effect on our business, financial condition and results of operations.

Our business is also subject to the general political and economic conditions in our key markets, in addition to the specific factors set forth below:

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in Hong Kong, social and political factors, the COVID-19 pandemic and related government measures such as the border controls imposed since 2020, as well as the resurgence of COVID-19 infections in 2021, have led to a significant decline in the number of visitors travelling to Hong Kong,

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which has consequently led to a decline in our sales to offshore customers, and payment of renewal premiums by policyholders in general. Given the uncertainty of the duration and impact of the COVID-19 pandemic, we cannot predict when or if revenue generated from offshore customers will be restored to pre-pandemic levels. While we have taken steps to change our product offering and marketing strategies in Hong Kong in response, including switching our focus to onshore customers and offering remote sales and customer services, we cannot assure you that these measures will continue to be effective. Responses by the U.S., U.K. and other governments to constitutional or legislative changes in Hong Kong, which continue to develop, may adversely impact Hong Kong’s economy with potential adverse sales, operational and product distribution impacts to our company;

•

in Thailand, in addition to the impact of the COVID-19 pandemic on the general economy, political events and policy changes, such as the social instability and protests since the 2019 general election, have continued to impact our business operations and financial condition;

•

in Japan, the COVID-19 pandemic and the corresponding government measures, such as the declaration of a state of emergency in certain regions, negatively impacted our sales since the second quarter of 2020. Furthermore, the changes announced by the tax authorities in 2019 with respect to the tax deductibility of insurance premiums paid on COLI products (which were previously fully deductible) have resulted in a material and adverse impact on our sales of those products in Japan. While we have taken steps to significantly adjust our product offering in Japan in response, we cannot assure you that these adjustments will be effective; and

•

in Macau, Cambodia, the Philippines, Indonesia, Singapore, Vietnam and Malaysia, the impact of the COVID-19 pandemic and changes in the political and regulatory environment in these jurisdictions could have an adverse effect on our business and results of operations.

A failure to understand, manage and provide greater transparency of our exposure to environmental, social and governance (ESG) related risks may have increasingly adverse implications for us and our stakeholders.

ESG-related risks may directly or indirectly impact our business and the achievement of our strategy and consequently those of our key stakeholders, which range from customers, institutional investors, employees and suppliers, to policymakers, regulators, industry organisations and local communities. A failure to transparently and consistently implement our ESG strategy across operational, underwriting and investment activities may adversely impact our financial condition and reputation and may negatively impact our stakeholders, who all have expectations, concerns and aims related to ESG matters, which may differ, both within and across the markets in which we operate. In our investment activities, our stakeholders increasingly have expectations of, and place reliance on, an approach to responsible investment that demonstrates how ESG considerations are effectively integrated into investment decisions and the performance of fiduciary and stewardship duties. These duties include effective implementation of exclusions, voting and active engagement decisions with respect to investee companies, as both an asset owner and an asset manager, in line with internally defined procedures and external commitments. For more information on our group-wide ESG strategy see, “Business — Environmental, Social And Governance Matters.”

Market conditions, failure to meet our financial and operating targets, including growth of our customer base, and other factors could materially and adversely affect our intangible assets, including in respect of the goodwill and distribution rights recorded in our balance sheet, which in turn could materially and adversely affect our business, results of operations or financial condition.

Business and market conditions may impact the amount of intangible assets, including in respect of our distribution rights and goodwill, such as our goodwill arising in respect of our insurance businesses, as well as distribution rights in respect of our exclusive bancassurance and distribution arrangements, which we carry in our consolidated balance sheet in relation to our business. To the extent that market and economic conditions deteriorate, the fair value of such intangible assets will be adversely affected and reaching the conclusion that fair value exceeds carrying value will, over time, become more difficult. As a result, subsequent impairment tests may occur more frequently and be based on more negative assumptions and future cash flow projections, and may result in an impairment of intangible assets, including in respect of the goodwill and distribution rights recorded in our balance sheet. An impairment may result in a material charge to our earnings, which would materially and adversely affect our business, results of operations or

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financial condition. Because the value of our intangible assets may be significantly impacted by such factors as the state of the financial markets and ongoing operating performance, significant deterioration or prolonged weakness in the financial markets or economy generally, or our failure to meet financial and operating targets, or our distribution partners failing to grow their customer base, could adversely impact impairment testing and also may require more frequent testing for impairment. Any impairment would reduce the amount of intangible assets recorded, with a corresponding charge to earnings, which could be material.

We rely on the experience and expertise of our senior management team, key technical and operations employees and other highly skilled personnel and sales force, and a lack of ability to attract, motivate and retain talented professionals may adversely affect our business, financial condition and results of operations.

The success of our business is dependent in part on our ability to attract and retain key personnel, including management personnel, technical operations personnel, agents and distribution partners, who have in-depth knowledge and understanding of the insurance markets in which we operate. In a few of the insurance markets in which we operate, we are also required by law to hire a minimum percentage of domestic talent or recruit local personnel for certain key roles. We cannot assure you that we will be able to attract and retain qualified personnel or that our senior management or other key personnel will not retire or otherwise leave us at any time.

We face competition to attract and retain agency leaders, individual agents, as well as sales representatives in our bancassurance and brokerage distribution channels. We compete with other companies for the services of agents on the basis of our reputation, product range, compensation, training, support services and financial position. Further, access to the bancassurance and brokerage distribution channels is subject to similar competition. Our arrangements with such distribution partners may not be on an exclusive basis, with our products and services being distributed along with those of our competitors. Even for partnerships with exclusivity, our partners would still have ways to terminate their contracts with us if we fail to provide competitive products. Any adverse movement in any of these factors could inhibit our ability to attract and retain adequate numbers of qualified agents and adversely affect our ability to maintain the effectiveness of such distribution channels and develop relationships with other distribution partners.

Increasing competition for experienced individual insurance agents from insurance companies and other business institutions may also force us to increase the compensation of our agents, which would increase operating costs and reduce our profitability. Furthermore, we cannot assure you that we will be able to maintain these relationships at an acceptable cost or at all. To the extent we are unable to maintain our existing distribution relationships or secure new distribution relationships, we may not be able to maintain or increase our new business premiums, which may materially and adversely affect our business, financial condition and results of operations.

We also depend on the sound underwriting, product development, risk control, business development and actuarial expertise of our senior management, investment managers and other key employees. The competition for qualified technical, sales and managerial personnel in the insurance sector in the markets in which we operate is challenging. To attract top talent, we have to offer, and believe we will need to continue to offer, competitive compensation and benefits packages. We may also need to increase our employee compensation levels in response to competitor actions. If we are unable to hire new employees quickly enough to meet our needs, or otherwise fail to effectively manage our hiring needs or successfully integrate new hires, our efficiency, ability to meet forecasts, productivity and retention could suffer, which in turn could have an adverse effect on our business, results of operations and financial condition.

Our business depends on a strong brand, and any failure to maintain and enhance our brand would hurt our ability to grow our business, particularly in new markets where we have limited brand recognition.

We have developed a strong brand that we believe has contributed significantly to the success of our business. Maintaining and enhancing the “FWD” brand and our other brands is critical to growing our business, particularly in new markets where we have limited brand recognition. If we do not successfully build and maintain a strong brand, our business could be materially harmed. Maintaining and enhancing the quality of our brand may require us to make substantial investments in areas such as marketing, community relations and employee training. We actively engage in advertisements, targeted promotional mailings and

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email communications, and engage on a regular basis in public relations and sponsorship activities. These investments may be substantial and may fail to encompass the optimal range of traditional, online and social advertising media to achieve maximum exposure and benefit to the brand. If we fail to maintain or, in newer markets, establish, a positive reputation concerning our brand, we may not be able to attract or retain customers as well as agents and distribution partners, and, as a result, our business, financial condition or results of operations may be adversely affected.

Our brand names and intellectual property are valuable to us and we may not be successful in protecting them.

We have invested and expect to continue investing significant resources in establishing our brand names, brand visual identities and our marketing and technology intellectual property. Our success is dependent in part on protecting our intellectual property rights and technology (such as source code, information, data, processes and other forms of information, know-how and technology). We rely on a combination of copyrights, trademarks and contractual restrictions to establish and protect our intellectual property. While we take precautions designed to protect our intellectual property, including through contracts with third parties to protect our intellectual property rights, we cannot assure you that these contracts will fully safeguard our intellectual property rights or that our competitors and other unauthorized third parties will not copy our technology and use our proprietary brand, content and information to create or enhance competing solutions and services. In addition, we may not be able to protect the “FWD” and other brand names, which could reduce the value associated with them, erode any competitive advantage and materially harm our business and our prospects of profitability. The validity, enforceability and scope of protection of intellectual property rights may vary across the jurisdictions in which we operate, and we may not be successful in enforcing these rights. Accordingly, we may not be able to adequately protect our intellectual property rights. If we are unable to protect our brand names and other intellectual property rights from infringement, our competitive position may also be undermined, and we may suffer material losses and harm to our reputation.

We currently hold various domain names relating to our brand in all the markets in which we operate, including fwd.com. Failure to protect our domain names could adversely affect our reputation and brand and make it more difficult for users to find our eCommerce platform and our online applications. We may be unable, without significant cost or at all, to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights.

In addition, while we take care to ensure that we do not infringe on third parties’ intellectual property rights or breach the terms of any license of intellectual property granted by third parties, we cannot assure you that we will not face infringement claims brought by third parties, which may have a material adverse effect on our business and financial condition.

We may be required to spend significant resources in order to monitor and protect our intellectual property rights, and some violations may be difficult or impossible to detect. Litigation to protect and enforce our intellectual property rights could be costly and time-consuming to management and could result in the impairment or loss of portions of our intellectual property. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use could impair the functionality of our platform, delay introductions of enhancements to our platform, result in our substituting inferior or more costly technologies into our platform or harm our reputation or brand. We may be required to license additional technology from third parties to develop and market new offerings or platform features, which may not be on commercially reasonable terms or at all and could adversely affect our ability to compete.

Catastrophic events could materially and adversely affect our business, financial condition and results of operations.

The threat of epidemics, including the ongoing COVID-19 pandemic and policies implemented by governments to deter the spread of the disease, has had and may continue to have an adverse effect on consumer confidence and the general economic conditions to which we or the third parties upon whom we rely to service our customers are subject. International tensions in many parts of the world, terrorism, ongoing and future military and other actions, heightened security measures in response to these threats, natural

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disasters (including tsunamis and earthquakes), climate change or other catastrophes may cause disruptions to commerce, reduced economic activity and high market volatility. Our insurance businesses expose us to claims arising out of such events, in particular to the risk of catastrophic mortality or morbidity, such as an epidemic or other events that cause a large number of claims or increase in reserves and capital requirements.

In accordance with IFRS, we do not establish reserves for catastrophes in advance of their occurrence, and the loss or losses from a single catastrophe or multiple catastrophes could materially and adversely affect our business, financial condition and results of operations. Although we carry reinsurance to reduce our catastrophe loss exposures, due to limitations in the relevant terms of our reinsurance contracts and the underwriting capacity limits in the reinsurance market, as well as difficulties in assessing our exposures to catastrophes, this reinsurance may not be sufficient to protect us adequately against loss.

Our failure to understand and respond effectively to the risks associated with corporate governance could adversely affect us.

A failure to maintain high standards of corporate governance may adversely impact us and our customers, staff and employees, through poor decision-making and a lack of oversight of our key risks. Poor governance may arise where key governance committees have insufficient independence, a lack of diversity, skills or experience in their members, or unclear (or insufficient) oversight responsibilities and mandates. Inadequate oversight increases the risk of poor senior management behaviors. In particular, as a foreign private issuer and a controlled company, under the NYSE listing rules, we are not required to comply with many of the NYSE’s corporate governance protections. We operate across multiple jurisdictions and have a group and subsidiary governance structure which may add further complexity to these considerations. Participation in joint ventures or partnerships where we do not have direct overall control and the use of third party distributors and agents increases the potential for reputational risks.

The failure to understand and respond effectively to certain social changes could adversely affect our achievement of our strategies.

Social risks that could impact our results of operations, financial condition and prospects may arise from a failure to consider the rights, diversity, well-being, and interests of people and communities in which we or the third parties that we cooperate with, operate. These risks are increased as we operate in multiple jurisdictions with distinct local cultures and considerations. As an employer, we are also exposed to the risk of being unable to attract, retain and develop highly skilled employees, which may increase if we do not have in place responsible working practices or fail to recognize the benefits of diversity or promote a culture of inclusion. The potential for reputational risk extends to our supply chains, which may be exposed to factors such as poor labor standards and abuses or allegations of abuses of human rights. Emerging population risks associated with public health trends (such as an increase in obesity) and demographic changes (such as population urbanization and ageing) may affect customer lifestyles and therefore may impact claims against our insurance product offerings. As a provider of insurance, we are increasingly focused on digital innovation, technologies and distribution channels for a broadening range of products and services. As a result, we have access to extensive amounts of customer personal data, including data related to personal health, and an increasing ability to analyze and interpret this data through the use of complex tools, machine learning and AI technologies. Therefore, we are exposed to the regulatory, ethical and reputational risks associated with customer data misuse or security breaches. These risks are explained elsewhere in this section. The increasing digitalization of products, services and processes may also result in new and unforeseen regulatory requirements and customer expectations, including those related to how we support our customers through this transformation.

If our employees were to engage in a strike or other work stoppage or interruption, our business, results of operations, financial condition and liquidity could be materially adversely affected.

Although we believe that our relations with our employees are good, if disputes with our employees arise, or if our workers engage in a strike or other work stoppage or interruption, we could experience a significant disruption of, or inefficiencies in, our operations or incur higher labor costs, which could have a

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material adverse effect on our business, results of operations, financial condition and liquidity. In addition, our employees in Japan are represented by a labor union.

Involvement of members of our management, our directors, and entities with which they are affiliated in civil disputes, criminal proceedings, litigation, government or other investigations or other actual or alleged misconduct, whether related or unrelated to our business affairs, may be detrimental to our reputation and/or have an adverse effect on the price of our securities.

Members of our management team, our directors, and entities with which they are affiliated have been, and in the future may be, involved in a wide variety of businesses and other activities. As a result of such involvement, members of our management, our directors, and entities with which they are affiliated may become involved in civil disputes, criminal proceedings, litigation, governmental or other investigations or other actual or alleged misconduct relating to their affairs, whether related or unrelated to our company. Any such development, including any negative publicity related thereto, may be detrimental to our reputation and/or have an adverse effect on the price of our securities.

RISKS RELATING TO CREDIT, COUNTERPARTIES AND INVESTMENTS

New solvency standards may affect our capital position.

The International Association of Insurance Supervisors (the “IAIS”) is in the process of developing a risk-based capital framework that takes into account different risk factors in the assessment of the capital adequacy of Internationally Active Insurance Groups (“IAIGs”). All member supervisors around the world are obliged to observe the new Insurance Core Principles. Additional requirements that may be proposed in the future, such as the Insurance Capital Standard (the “ICS”), currently developed by the IAIS as part of its Common Framework for the Supervision of IAIGs, could result in significant changes to the required capital regulations applicable to IAIGs. If we are designated as an IAIG in the future, these changes could negatively affect our business and investment activities. On July 31, 2018, the IAIS issued the Risk-based Global Insurance Capital Standard Version 2.0 (“ICS 2.0”), a public consultation document to solicit feedback from stakeholders on the ICS. The ICS 2.0 was adopted in 2019, and a five-year monitoring period began in 2020.

In addition, we anticipate significant developments in solvency standards in our three largest geographic markets. These developments will impact our capital positions and, as a result, could materially impact the nature of the products we offer and the investment strategies we adopt:

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Hong Kong is in the process of moving to a Risk Based Capital (“RBC”) regime from the current rules-based regime. The new regime will comprise three pillars (Pillar 1: quantitative requirements; Pillar 2: qualitative requirements; and Pillar 3: disclosure and transparency requirements). Pillar 2 was introduced via the HKIA’s Guideline on Enterprise Risk Management (GL21) and was effective from January 1, 2020. The remaining Pillar 1 and Pillar 3 requirements are expected to be introduced in 2024, subject to final approval and legislative adoption. These areas are the subject of ongoing consultation and field testing. Quantitative Impact Studies (“QIS”) were conducted in 2017, 2018, 2019 and 2020 with further expected consultation related to details of participating fund management over the course of 2021. The HKIA is also currently developing plans to enable early adoption of the Pillar 1 regime. As of the date hereof, no final proposal for quantitative capital requirements has been put forward; accordingly, uncertainty remains over their final form and their potential impact on us.

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Thailand implemented Risk Based Capital 2 (“RBC 2”), which became effective on December 31, 2019, and is actively considering further changes to risk-based capital standards that would increase the sufficiency level from 95% to 99.5% and would also change risk charge levels and components. It is contemplated that changes would be implemented gradually over time.

•

In Japan, in connection with the development and possible introduction of new standards for solvency assessment by the IAIS, the Financial Services Agency of Japan is considering the adoption of an economic value-based solvency regime and use of internal models in the course of medium-term reviews of solvency margin regulations. The new regulations are expected to be significantly different from the current regulations.

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We are also subject to the regulatory requirements and solvency standards in other markets in which we operate, which may evolve and are subject to change. For example:

•

In Malaysia, Bank Negara Malaysia (“BNM”), the central bank of Malaysia, has initiated a multiphase review of its current RBC frameworks for insurers and takaful operators which has been conducted since 2019. The review aims to ensure that the frameworks remain effective under changing market conditions, facilitate consistent and comparable capital adequacy measurement across the insurance and takaful industry, where appropriate, and achieve greater alignment with key elements of the global capital standards such as ICS, where appropriate. A discussion paper on proposals was issued on June 30, 2021 with responses due by September 30, 2021. The timing of the effective date of the updated rules currently remains uncertain.

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The Financial Services Authority of Indonesia (the Otoritas Jasa Keuangan or “OJK”) has been revising investment linked products (“ILP”) regulations with the aim of increasing insurance penetration and better protecting customer interests and improving market conduct. The final regulations are expected to be issued in Q3 2021 and this will have implications for the product strategies and insurance and compliance risks for insurers.

We have not yet determined the impact of new regulations, if any, on our business as a whole in the long term, although it is possible that they could affect the profitability of our products or amount of capital required. These regulations are subject to changes and different interpretations. In order to comply with applicable capital requirements, or future changes to these requirements, we may need to raise or inject additional capital, which may affect the return on investment of our shareholders. We may also need to change our business strategy, including the types of products we sell and how we manage our capital. Furthermore, compliance with capital requirements may either require us to slow the growth of our business or affect our ability to pay shareholder dividends. In addition, failure to make such adjustments to comply with capital requirements may affect our reputation or financial strength, which could in turn have a material adverse effect on our business, results of operations and financial condition. For details, see “Regulation.”

Compliance with solvency ratio and capital requirements may force us to raise additional capital, change our business strategy or reduce our growth.

We and our Business Units are required to maintain solvency ratios at a level in excess of minimum regulatory requirements. The solvency ratio of our Group and each of our Business Units is affected primarily by the volumes and types of new insurance policies sold, by the composition of the in-force insurance policies and investments and by the regulatory capital requirements in each jurisdiction. The solvency ratio is also affected by a number of other factors, including the profit margin of our products, returns on our assets and investments, interest rates, underwriting and acquisition costs, and policyholder and shareholder dividends. For details, see “Regulation.”

In order to comply with applicable solvency and capital requirements in each jurisdiction, we may need to raise or inject additional capital in our Group or Business Units. As a result of group-wide supervision under the GWS framework, we will be subject to additional oversight by the HKIA, which we expect will require additional changes to our approach to Group capital adequacy and funding sources over time. For more details, see “Regulation —  Laws and Regulations Relating to the Group's Business and Operations in Hong Kong — Framework for group-wide supervision of certain insurance groups”. We may also need to change our business strategy, including the types of products we sell and our capital management. Finally, compliance with solvency and capital requirements may require us to slow the growth of our business in some jurisdictions or affect our ability to pay shareholder dividends, which could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to obtain financing from external sources on commercially acceptable terms.

We do not currently generate sufficient cash flows or surplus from operations to service our ongoing debt obligations. Furthermore, we may need to obtain additional debt or equity financing to implement acquisitions or other market entry opportunities.

We have been historically reliant on other sources of capital, including predominantly shareholder equity, to fund our operations. Shareholder funding may not be a consistently viable source of liquidity

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after we become a public company, and we cannot assure you that the cash flows generated by our operations will continue to grow and therefore be sufficient to service our debt obligations, inject additional capital into our Business Units or fund our acquisitions. To the extent our existing sources of capital are not sufficient to satisfy our needs, we may have to seek external sources. In particular, US$2.8 billion of our indebtedness will mature or become redeemable in 2022. Although we intend to use part of our proceeds from this offering to refinance such indebtedness when it matures or becomes redeemable, our ability to obtain additional capital or favorable refinancing terms from external sources in the future is subject to a variety of uncertainties, including our future financial condition, results of operations and cash flows, regulatory considerations, general market conditions for capital raising activities and economic, political and other conditions in the markets in which we operate and obtain funding, and elsewhere. In connection with and following this offering, we intend to centralize the treasury functions of the Group with the goal of enhancing our ability to obtain financing, including through the proposed restructuring of the outstanding indebtedness of each of FGL and FL as described in more detail in “Prospectus Summary — Recent Developments.” However, we cannot assure you that we will be successful in achieving such goals.

In addition, the capital and credit markets may experience, and have experienced, varying degrees of volatility and disruption. In some cases, the markets have exerted downward pressure on availability of liquidity and credit capacity for certain issuers. We need liquidity to pay our operating expenses, interest expenses and to capitalize our insurance subsidiaries. Liquidity may also be consumed by any increase in required contributions to our captive reinsurance. Without sufficient liquidity, we could be required to curtail our operations and our business would suffer. In addition, following this offering, we expect we will need to rely in part on the capital markets and third-party lenders for future funding. While we expect that our future liquidity needs will be satisfied primarily through the net proceeds of this offering, cash generated by our operations, borrowings from third parties and dividends and distributions from our subsidiaries, it is possible that the level of cash and securities we maintain when combined with expected cash inflows from investments and operations will not be adequate to meet our anticipated short-term and long-term benefit and expense payment obligations. If current resources are insufficient to satisfy our needs, we may need to access financing sources such as bank debt or the capital markets. The availability of additional capital or financing would depend on a variety of factors, such as market conditions, the general availability of credit, the volume of trading activities, the overall availability of credit to the financial services industry, interest rates, credit spreads, our credit ratings and credit capacity, as well as the possibility that our shareholders, customers or lenders could develop a negative perception of our long- or short-term financial prospects if we incur large investment losses or if the level of our business activity decreases due to a market downturn. Similarly, our access to funds may be rendered more costly or impaired if rating agencies downgrade our ratings or if regulatory authorities take certain actions against us. If we are unable to access capital markets to issue new debt, refinance existing debt or sell additional shares as needed, or if we are unable to obtain such financing on acceptable terms, our business could be adversely impacted.

Volatile market conditions may in the future limit our ability to raise additional capital to support business growth, or to counter-balance the consequences of losses or increased regulatory reserves and rating agency capital requirements. In addition, a significant rise in benchmark interest rates, including LIBOR or equivalent rates, would lead to higher financing costs for additional debt or refinancing existing debt. This could force us to (i) delay raising capital, (ii) miss payments on our debt or reduce or eliminate dividends paid on our capital stock, (iii) issue capital of different types or under different terms than we would otherwise or (iv) incur a higher cost of capital than would prevail in a more stable market environment. This would have the potential to decrease both our profitability and our financial flexibility.

We cannot assure you that we will be able to obtain financing in the future on commercially acceptable terms, or at all. In particular, future financing, if obtained, could include terms that restrict our financial flexibility or restrict our ability to manage our business freely, which may adversely affect our business and results of operations. Any debt financing secured by us in the future could require that a substantial portion of our operating cash flow be devoted to the payment of interest and principal on such indebtedness, which may decrease available funds for other business activities, and could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities.

If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth, maintain minimum amounts of risk-based capital

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and to respond to business challenges could be significantly limited, and our business, results of operations and financial condition could be adversely affected.

Our substantial indebtedness could materially and adversely affect our business, results of operations or financial condition.

Historically, we have relied on indebtedness to fund working capital, to finance acquisitions and for our other funding requirements. As of June 30, 2021, we had approximately US$3.5 billion of indebtedness (including US$2.2 billion of indebtedness from bank borrowings, US$324 million from the issuance of medium term notes and US$900 million from the issuance of subordinated notes). In addition, as of June 30, 2021, we had outstanding perpetual securities in a nominal amount of US$1.8 billion. While we have repaid US$450 million of bank borrowings since June 30, 2021 and intend to use a certain amount of the net proceeds received from this offering to pay down a portion of our indebtedness, which may include the perpetual securities, we may incur more indebtedness in the future, subject to the terms of our debt agreements. For details, see “Use of Proceeds” and “Capitalization.” Any such incurrence of additional indebtedness may increase the risks created by our level of indebtedness.

Our level of indebtedness could have important consequences for you and significant effects on our business and future operations. If we fail to meet our payment obligations or otherwise default under the agreements governing our existing indebtedness, the applicable lenders or note holders under our indebtedness will have the right to accelerate such indebtedness and exercise other rights and remedies against us. Additionally, we may be limited in our ability to obtain additional financing, if needed, to fund our working capital requirements, capital expenditures, debt service, general corporate or other obligations, including our obligations with respect to existing indebtedness. If we are unable to comply with our existing and/or future indebtedness obligations and other agreements, there could be a default under those agreements. If that occurs, lenders could terminate their respective commitments to lend to us or terminate their respective agreements, and holders of our debt securities could accelerate repayment of debt and declare all outstanding amounts due and payable, as the case may be. If any of these events occurs, our assets and cash flows may not be sufficient to repay in full all of our indebtedness and we may not be able to find alternative financing. Even if we are able to obtain alternative financing, it may not be on terms that are acceptable to us.

Changes in the method pursuant to which the London Interbank Offered Rate (“LIBOR”) is determined and the transition to other benchmarks may adversely affect our results of operations.

LIBOR and certain other “benchmarks” have been the subject of continuing national, international, and other regulatory guidance and proposals for reform. These reforms may cause such benchmarks to perform differently than in the past or have other consequences which cannot be predicted. In July 2017, the United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates LIBOR, publicly announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. In March 2021, the FCA confirmed that all of the LIBOR settings for Euro and Swiss Franc and some of the LIBOR settings for Japanese Yen, Sterling and US dollars will cease in December 2021 and the remainder of the LIBOR settings for US dollars will cease in June 2023. To identify a successor rate for LIBOR, financial regulators in various countries, including the United States, the United Kingdom, the European Union and Switzerland, have formed working groups with the aim of recommending alternatives to LIBOR denominated in their local currencies. Some of the financial regulators have identified the Secured Overnight Financing Rate (“SOFR”) as their preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. Although certain financial regulators have indicated their preference for SOFR as the preferred replacement rate for LIBOR, it is unclear if other benchmarks may emerge or if other rates will be adopted.

Some of our indebtedness has interest rate payments determined directly or indirectly based on LIBOR. Uncertainty regarding the continued use and reliability of LIBOR as a benchmark interest rate could adversely affect the performance of LIBOR relative to its historic values. These contain benchmark replacement provisions in the event that LIBOR is permanently or indefinitely discontinued. However, even if the financial instruments transition to using alternative benchmarks like SOFR successfully, the new benchmarks are likely to differ from LIBOR, as the alternative benchmark rate may be calculated differently

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than LIBOR. This may increase the interest expense associated with our outstanding indebtedness or any future indebtedness we may incur. Further, transitioning to an alternative benchmark rate, such as SOFR, may result in us incurring significant expense and legal risks, as renegotiation and changes to documentation may be required in effecting the transition. Any of these occurrences could materially and adversely affect our borrowing costs, financial condition, and results of operations.

A downgrade in our financial strength and claims-paying ratings or any actual or perceived reduction in our financial strength could adversely affect our business, results of operations or financial condition.

Claims-paying and financial strength ratings are important factors in establishing the competitive position of insurance companies. They indicate the rating agencies’ opinions regarding an insurance company’s ability to meet policyholder obligations and are important to maintaining public confidence in our products and our competitive position. A downgrade in our ratings could adversely affect our business, results of operations or financial condition by, among other things, reducing new sales of our products, increasing surrenders and withdrawals from our existing contracts, possibly requiring us to reduce prices or take other actions for many of our products and services to remain competitive, or adversely affecting our ability to obtain reinsurance or obtain reasonable pricing on reinsurance. Our business, results of operations, financial condition, liquidity, statutory capital or rating agency capital position could be materially and adversely affected by disruptions in the financial markets. Any downgrade to our ratings is likely to increase our borrowing costs and limit our access to the capital markets and could be detrimental to our business relationships with distribution partners. A downgrade in our ratings may also adversely affect our cost of raising capital or limit our access to sources of capital. In addition, in the case of a downgrade in our credit ratings, our customers may not be able to obtain premium financing to purchase certain of our products. We may face additional downgrades as a result of this offering or future sales of our shares by our controlling shareholder. As rating agencies continue to evaluate the financial services industry, it is possible that rating agencies will heighten the level of scrutiny that they apply to financial institutions, increase the frequency and scope of their credit reviews, request additional information from the companies that they rate and potentially adjust upward the capital and other requirements employed in the rating agency models for maintenance of certain ratings levels. It is possible that the outcome of any such review of us would have additional adverse ratings consequences, which could have a material adverse effect on our business, results of operations or financial condition. We may need to take actions in response to changing standards or capital requirements set by any of the rating agencies which could cause our business and operations to suffer. We cannot predict what additional actions rating agencies may take, or what actions we may take in response to the actions of rating agencies.

Policyholders’ and other counterparties’ confidence in the financial strength of an insurance company, as well as in the financial services industry generally, is an important factor affecting our business. Any actual or perceived reduction in our financial strength, a significant reduction in the solvency ratio of one or more of our Business Units or a downgrade in our credit ratings could have a material adverse effect on our business, financial condition and results of operations. These effects could include, among others, increased policy surrenders, an adverse effect on new sales, increased pricing pressure on our products and services, increased borrowing costs, loss of support from distributors and counterparties such as reinsurers and an adverse impact on our ability to generate new business. The occurrence of any of these events may materially and adversely affect our business, financial condition and results of operations.

We are subject to the credit risk of our counterparties, including the issuers or borrowers whose securities or loans we hold and our trade debtors.

We have monetary and securities claims under transactions against reinsurers, brokers, other debtors and third parties. These parties include the issuers whose securities are held by us, borrowers whose loans we hold, customers, trading counterparties, counterparties under credit default swaps and other derivative contracts, clearing agents, exchanges, clearing houses and other financial intermediaries. Issuers or borrowers whose securities are held by or who have entered into loans with us may not fulfil their obligations to pay scheduled interest or principal payments on such securities or loans, while third-party trade debtors may not pay amounts outstanding in respect of our accounts receivable. In addition, our reinsurance providers may be unable or unwilling to fulfill their contractual obligations related to the liabilities we cede to them which

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could lead to an increase in policy liabilities. Failure to recover such amounts or governmental action involving these obligations may have a material adverse effect on our business, financial condition and results of operations.

Our investment portfolio is exposed to the risk of losses, volatility and illiquidity.

Our investment portfolio is comprised primarily of debt securities. Events or developments that have a negative effect on any particular industry, asset class, group of related industries, country or geographic region may have a greater negative effect on our investment portfolio to the extent our portfolio is concentrated in such industry, asset class, group of related industries, country or geographic region. These types of concentrations in our investment portfolio increase the risk that, in the event we experience a significant loss in any of these investments, our business, financial condition and results of operations would be materially and adversely affected.

Our exposure to credit risk arises mainly from our investment in fixed income or debt securities and the amounts payable by our reinsurance partners. The value of our fixed income securities portfolio could be affected by changes in the credit rating of the issuers of the fixed income securities we hold and by changes in credit spreads in the bond markets. In addition, issuers or our reinsurance partners may default on principal, reinsurance payable or interest payments to us and our rights against them may not be enforceable in all circumstances. Changes in our exposure to credit risk will also affect our solvency levels, capital position, reserving level and therefore our ability to comply with the supervisory capital level and our individual target capital level. Further, we may not be able to identify and mitigate credit risks successfully.

Equity and other alternative investments, including private equity fund investments, are subject to volatility in prices based on market movements, which can affect returns. Any decline in equity markets could adversely affect the value of our equity investments and, in turn, the value of our investment portfolio. In particular, given the tenor of our investment portfolio, the return on our long-term equity investments, which we consider an important profitability driver, is more susceptible to long-term volatility in the equity markets. Difficult economic conditions could also prevent companies in which we have made private equity investments from achieving their business plans and could cause the value of these investments to fall, or even cause the companies to fail. The timing and amount of investment income from private equity investments is difficult to predict, and investment income from these investments can vary from quarter to quarter. If our investment-linked funds underperform their respective benchmarks, report negative performance or the value of the underlying investments falls as a result of a decline in equity markets or otherwise, we may experience a decrease in new business and an increase in surrenders and be placed in a disadvantageous position as compared to our competitors. If our investment strategies are ineffective in the future and we fail to achieve our target investment return, our VNB, EV and earnings may be adversely impacted. Aside from concentration in certain assets possibly affecting our investment returns, we may experience significant losses from the performance of our investment portfolio due to events at the macro-economic level, including as a result of the ongoing COVID-19 pandemic. Adverse market conditions can also lead to a reduction of the distributable surplus relating to our participating products, which may result in some payments to policyholders, such as bonuses or dividends, being decreased or not paid. Furthermore, a decrease in investment income may reduce the value of our assets under management, leading to a reduction in the fees we receive from our investment-linked business. This could in turn reduce our profits and cash flows and have an adverse effect on our business, financial condition and results of operations.

In addition, there may not be a liquid trading market for some of our investments. For instance, our alternative investments include private equity fund investments which are inherently long-term and illiquid. Liquidity may be affected by numerous factors, including the existence of suitable buyers and market makers, market sentiment and volatility, the availability and cost of credit and general economic, political and social conditions. Our ability to dispose of certain securities without significantly depressing market prices, or at all, may be limited. If we are required to dispose of investment assets on short notice, whether as a result of cash outflows due to policyholder withdrawals or for other reasons, we may suffer investment losses. See “— We could be forced to sell investments to meet our liquidity requirements.”

Our reputation could suffer if we are unable to maintain and grow our investment portfolio. Any damage to our reputation, resulting from poor or inconsistent investment performance can impair our

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ability to maintain or grow our business. Any of the above factors, alone or in combination, may materially and adversely affect our business, financial condition and results of operations.

We are subject to the risk of potential sovereign debt credit deterioration owing to the amounts of sovereign debt obligations held in our investment portfolio.

We hold significant amounts of local currency and foreign currency denominated sovereign debt obligations in our investment portfolio and consequently are exposed to the direct or indirect consequences of political, social or economic changes (including changes in governments, heads of state or monarchs) in the countries in which the issuers of such debt are located and to the creditworthiness of the sovereign. Within our policyholder and shareholder investments, we held government bonds, primarily issued by governments in Asia, with a carrying value of US$16,423 million as of June 30, 2021, representing 37.7% of the carrying value of our total policyholder and shareholder investments. In particular, we held Thai government bonds issued in Thai Baht with a carrying value of US$11,543 million as of June 30, 2021.

Investment in sovereign debt obligations involves risks not present in debt obligations of corporate issuers and in particular creates exposure to the consequences of political, governmental, social or economic changes in the countries in which the issuers are located and the creditworthiness of the sovereigns. In addition, the issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or pay interest when due in accordance with the terms of such debt, and we may have limited recourse to compel payment in the event of a default. A sovereign debtor’s willingness or ability to repay principal and to pay interest in a timely manner may be affected by, among other factors, its cash flow situation, its relations with its central bank, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward local and international lenders, and the political constraints to which the sovereign debtor may be subject.

Moreover, governments may use a variety of techniques, such as intervention by their central banks or imposition of regulatory controls or taxes, to devalue their currencies’ exchange rates, or may adopt monetary and other policies (including to manage their debt burdens) that have a similar effect, all of which could adversely impact the value of an investment in sovereign debt even in the absence of a technical default. Periods of economic uncertainty may affect the volatility of market prices of sovereign debt to a greater extent than the volatility inherent in debt obligations of other types of issuers.

In addition, if a sovereign default or other such events described above were to occur as has happened on occasion in the past, other financial institutions may also suffer losses or experience solvency or other concerns, which may result in our facing additional risks relating to investments in such financial institutions that are held in our investment portfolio. There is also risk that public perceptions about the stability and creditworthiness of financial institutions and the financial sector generally might be adversely affected as might counterparty relationships between financial institutions.

If a sovereign were to default on its obligations, or adopt policies that devalued or otherwise altered the currencies in which its obligations were denominated, this could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our investment portfolio is exposed to the risk of the potential long-term impact of climate change.

Environmental concerns, notably those associated with climate change, pose significant risks to us and our customers. Our investment horizons are long term and we are therefore exposed to the potential long-term impact of climate change risks, which include the financial and non-financial impact of transition and physical risks.

The global transition to a lower carbon economy may have an adverse impact on investment valuations as the financial assets of carbon intensive companies re-price, and this could result in some asset sectors facing significantly higher costs and a reduction in demand for their products and services. The speed of this transition, and the extent to which it is orderly and managed, will be influenced by factors such as public policy, technology and changes in market or investor sentiment. This climate-related transition risk may adversely impact the valuation of investments held by us, and the potential broader economic impact may

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adversely affect customer demand for our products. Our stakeholders increasingly expect and/or rely on us to support an orderly, inclusive and sustainable transition based on an understanding of relevant country and company-level transition plans and which takes into consideration the impact on the economies, businesses and customers in the markets in which we operate and invest. The pace and volume of new climate-related regulation emerging across the markets in which we operate and the demand for externally assured reporting may give rise to compliance, operational and disclosure risks and costs which may be increased by the multi-jurisdictional coordination required in adopting a consistent risk management approach.

Our ability to sufficiently understand and appropriately react to transition risk and our ability to deliver on any future external carbon reduction commitments may be limited by insufficient or unreliable data on carbon exposure and transition plans for the assets in which we invest. The direct physical impacts of climate change, driven by both specific short-term climate-related events such as natural disasters and longer-term changes to climate and the natural environment, will increasingly influence the longevity, mortality and morbidity risk assessments for our life insurance product underwriting and offerings and their associated claims profiles. Climate-driven events in countries in which we operate could impact our operational resilience and our customers. A failure to understand, manage and provide greater transparency of our exposure to these climate related risks may have increasingly adverse implications for us and our stakeholders.

We could be forced to sell investments to meet our liquidity requirements.

We invest the premiums we receive from our customers until they are needed to pay policyholder claims. Additionally, some of our products allow policyholders to withdraw their funds or cash values under defined circumstances. Consequently, we seek to manage the duration of our investment portfolio based on the duration of any losses and loss adjustment expenses reserves to ensure sufficient liquidity and avoid having to liquidate investments to fund claims or withdrawals. Risks such as inadequate losses and loss adjustment expenses reserves, unfavorable trends in litigation, the outcome of regulatory investigations or unexpected withdrawal activity could potentially result in the need to sell investments to fund these liabilities. We may not be able to sell our investments at favorable prices or at all. Sales could result in significant realized losses depending on the conditions of the general market, interest rates and credit issues with individual securities.

Increases in the amount of allowances and impairments taken on our investments could have a material adverse effect on our financial condition and results of operations.

We determine the amount of allowances and impairments taken in respect of our investments in accordance with IAS 39. See note 2 to our audited consolidated financial statements included elsewhere in this prospectus. Such determination varies by investment type and is based upon our periodic evaluation and assessment of known and inherent risks associated with the respective asset classes. These evaluations and assessments are revised as conditions change and new information becomes available. The determination of the amount of allowances and impairments to be taken on our investment assets may require complex and subjective judgements. These judgements may not reflect the actual losses that we will ultimately incur on these investments. Historical trends may not be indicative of future impairments or allowances and we may not be required under future accounting standards to change the amounts of allowances and impairments of our investments. We recognized impairment losses of approximately US$7 million on our available for sale financial assets during the year ended December 31, 2020 and none during the six months ended June 30, 2021.

IFRS 9 replaced IAS 39 and became effective on January 1, 2018. Pursuant to a temporary exemption, we have decided to defer adopting IFRS 9 until January 1, 2023. The main change of IFRS 9 compared to IAS 39 is that IFRS 9 brings together all three aspects of the accounting for financial instruments, including classification and measurement, impairment and hedge accounting. We are assessing the implications of IFRS 9, and we cannot assure you that the adoption of IFRS 9 will not have a material adverse effect on our business, financial condition and results of operations.

Changes in interest rates may materially and adversely affect our profitability and regulatory solvency ratios.

Our investment portfolio primarily consists of fixed income investments to match the duration of our liabilities. As a result, our profitability is affected by changes in market interest rates that impact the level

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and timing of gains and losses that we make on our fixed income investments. Hong Kong, Thailand and Japan, the jurisdictions to which we have the most interest rate exposure through our fixed income investments, continue to experience low interest rates. If market interest rates remain low or decline, we may generate less income from our future fixed income investments. In addition, as instruments in our investment portfolio mature, we may have to reinvest the proceeds from such maturing investments, which were generally purchased in environments when interest rates were higher than current levels, in new investments that bear lower yields. This could materially reduce our liquidity, cash flows and profitability. Furthermore, some of our insurance obligations have a longer duration than certain assets in our investment portfolio, and some of the premiums we charge are calculated based on an assumed investment yield. Lower interest rates reduce our average investment yield while our premiums from certain outstanding products remain unchanged, thereby reducing our profitability.

If the current low interest rate environment continues, the negative effects on our capital and profitability could persist or increase. In this regard, the persistent low interest rate environment in Japan is a particular concern. The Bank of Japan introduced a negative interest rate policy in 2016, applying a rate of negative 0.1% to certain excess reserves held by financial institutions at the Bank of Japan, which has suppressed interest rates since its implementation. If this policy is maintained over the foreseeable future and results in continued lower interest rates on our investments, our average yield on investments could be adversely affected. The United States Federal Reserve has also maintained a low federal funds rate, setting the target range between 0% and 0.25% throughout 2020 and maintaining the same target for the first quarter of 2021. The United States Federal Reserve’s interest rate decisions have a significant influence on central banks globally, including the Bank of Japan and central banks in other jurisdictions in which we operate. If the United States Federal Reserve continues to pursue a long-term low interest rate policy — as they have indicated is likely due to the prolonged COVID-19 crisis and its impact on the economy — our average yield on future investments, particularly in interest-bearing assets, could be materially and adversely affected.

Conversely, if interest rates increase in the future, surrenders and withdrawals of insurance policies and contracts may increase as policyholders seek other investments with higher perceived returns. This process may result in cash outflows and may require us to sell investment assets at a time when the prices of those assets are adversely affected by the increase in market interest rates, which may result in realized capital losses. Furthermore, any material fluctuations in interest rates may also increase our interest burden on our future indebtedness and could have an adverse effect on our ability to service our debt obligations. Additionally, for some of our long-term life insurance policies, we are obligated to pay a guaranteed return, minimum interest or crediting rate to our policyholders, which is established when the product is priced. The guaranteed return, minimum interest or crediting rate is partially or fully based on assumptions about interest rates. These products expose us to the risk that changes in interest rates may reduce our spread, or the difference between the rates we are required to pay under the policies and the rate of return we are able to earn on our investments supporting our insurance obligations. If the rates of return on our investments fall below the minimum rates we guarantee either explicitly or implicitly under those insurance products, our business, financial condition and results of operations could be materially and adversely affected.

We may be unable to closely match the duration of our assets and liabilities, which could potentially increase our exposure to interest rate risk.

In order to reduce our exposure to changes in interest rates, we seek to match, to the extent possible and appropriate, the duration of our assets and related liabilities. However, the availability of assets of suitable duration or alternatives in the form of derivative instruments may be restricted by applicable insurance laws, rules and regulations or other market factors. If we are unable to match the duration of our liabilities with the duration of the underlying assets, we will be exposed to interest rate changes, which may materially and adversely affect our business, financial condition and results of operations.

Fluctuations in currency exchange rates may adversely affect our financial condition and results of operations.

While the currency of our assets and liabilities are generally matched, we are still exposed to foreign currency exchange risk arising from fluctuations of exchange rates of the currencies in the jurisdictions where we operate, primarily because some of our investments in equity, fixed income securities and collective investment schemes and property are denominated in currencies that are different from the currencies of

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the underlying liabilities. Our most significant foreign currency exposure is to the Thai Baht and the Japanese Yen. We do not currently target to hedge either our revenues or our net equity position in any of our operating subsidiaries. We review our hedging strategy from time to time and may change our hedging policy in the future. The effect of exchange rate fluctuations on local operating results could lead to significant fluctuations in our financial statements upon translation of the results into US dollars. In particular, fluctuations in the value of the US dollar will affect the value of our investment assets which are denominated in US dollars and may affect our ability to service debts. In addition, Hong Kong has maintained a pegged exchange rate system between the Hong Kong dollar and the US dollar since 1983. If this system is ever discontinued, our assets and operating results denominated in Hong Kong dollars could face significant fluctuations.

RISKS RELATING TO OUR PRODUCTS AND PRODUCT DISTRIBUTION CHANNELS

If we are unable to expand our product offerings or our new business initiatives do not achieve the intended results, our business, financial condition and results of operations may be adversely affected.

The insurance and investment product markets are constantly evolving in response to shifts in the preferences of customers. Our future success will depend on our ability to adapt to changing customer preferences and industry standards, and on our ability to respond with new product offerings and services. In furtherance of this objective, we are focused on delivering products that are designed to address the increasing awareness of our customers for their protection needs, particularly under the context of rising demand for life and health coverage post-COVID-19 pandemic and we expect our historical trend of increasing protection mix to persist in the near term.

We face certain risks when introducing new business initiatives, including, initiatives implemented as part of our “customer-led” strategy. We may not be able to implement these initiatives consistently across our Business Units and, if implemented, they may not achieve customer acceptance. We may incur significant costs in connection with introducing new business initiatives, and we cannot assure you that we will be able to realize the intended benefits within the expected timeframes. In addition to significant costs incurred, insurance regulation could limit our ability to introduce new product offerings and require us to incur additional costs or devote additional resources. In addition, some of the new products we introduce into the market may carry additional underwriting risks. Any proposed new insurance products could take longer than anticipated to be approved by regulatory authorities, or may not be approved at all. If we fail to implement new business initiatives successfully, our business, financial condition and results of operations could be adversely affected.

Changes in regulations, solvency standards, capital requirements or other requirements or the impact of adverse market conditions could result in changes to our product offerings that could materially and adversely impact our business, results of operations or financial condition.

The insurance industry is highly regulated, and we are required to revise our product offerings and business practices from time to time due to changes in regulation. Our future success will depend on our ability to adapt to changing regulations (including the implementation of GWS and the RBC regime in Hong Kong) in a timely manner. For example, in Japan we reduced our COLI product offering in favor of new individual life insurance products as a result of changes in tax regulations in 2019. We cannot assure you that our efforts to introduce new product offerings or reposition our existing product offerings will be successful. Unsuccessful alterations in our product offering, or failure to adequately react to new regulations or trends in a timely manner, could have a material and adverse effect on our business, financial condition and results of operations.

In addition, more stringent solvency standards, capital requirements or regulatory restrictions on investment could limit the type of assets we can invest in, which may have an adverse impact on the performance of our investment portfolio and sales of our unit-linked products. Changing legal requirements, increased costs of hedging, other risk mitigation techniques, cost of financing and other adverse market conditions could also result in certain products becoming less profitable or unprofitable. These circumstances may cause us to modify or eliminate certain features of various products or cause us to suspend or cease the sales of some of our products in the future. Any modifications to products that we may make could result

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in these products being less attractive or competitive which could adversely impact our sales and profitability. We also cannot assure you that modifications to our products would result in these products being in compliance with any applicable solvency standards or capital requirements. Any of these events may materially and adversely impact our business, results of operations or financial condition.

Actual experience may differ from assumptions used in establishing reserves and in product pricing, which may adversely affect our business, financial condition and results of operations.

We establish balance sheet liabilities and set aside reserves to reflect future expected policyholder benefits and claims. We establish these reserves and prices of our products based on many assumptions and estimates, including mortality and morbidity rates, longevity, reinvestment rates, policyholder behavior, expected premiums and investment returns, policy persistency, benefits to be paid, expenses to be incurred, as well as macroeconomic factors such as interest rates and inflation.

Due to the nature of the underlying risks and uncertainty associated with the determination of the liabilities for unpaid benefits and claims, these amounts may vary from the estimated amounts. We cannot, however, determine with precision the amounts that we will need to pay for, or the timing of payment of, actual claims or whether the assets supporting the policy liabilities will grow to the level assumed prior to payment of claims. If significant deviations in actual experience from the assumptions occur, we may be forced to incur additional expenses in the form of claims and payments, to the extent the actual amounts exceed the estimated amounts, or we may be required to increase our reserves for future policy benefits, resulting in additional expenses in the period during which the reserves are established or re-estimated, which could materially and adversely affect our business, financial condition and results of operations.

The pricing of our products is also based in part upon expected persistency of these products, which is the probability that a policy or contract will remain in force from one period to the next. Persistency within our products may be significantly impacted by, among other things, conditions in the capital markets, the changing needs of our policyholders, the manner in which a product is marketed or illustrated and competition, including the availability of new products and policyholder perception of us, which may be negatively impacted by adverse publicity. In addition, any repricing of our products may impact the perceived competitiveness and affordability of our products.

We have experienced consecutive negative persistency variances and consecutive positive mortality variances in recent periods, including in the six months ended June 30, 2021. Significant deviations in actual experience from our pricing assumptions could have an adverse effect on the profitability of our products. For example, if policyholder elections differ from the assumptions we use in our pricing, our profitability may decline. Actual persistency that is lower than our persistency assumptions could have an adverse effect on profitability, especially in the early years of a policy, primarily because we would be required to accelerate the amortization of expenses we defer in connection with the acquisition of the policy. Actual persistency that is higher than our persistency assumptions could have an adverse effect on profitability in the later years of a block of business because the anticipated claims experience is higher in these later years. If actual persistency is significantly different from that assumed in our current reserving assumptions, our reserves for future policy benefits may prove to be inadequate.

We periodically update the assumptions and estimates used to calculate our reserves. A liability adequacy test is performed at least annually. If the net reserves initially established for future policy benefits prove to be insufficient, we must increase our net reserves, which may have a material adverse effect on our business, financial condition and results of operations.

The termination of, or any adverse changes to, or any failure to renew, our arrangements with our bancassurance partners may have a material adverse effect on our business, financial condition and results of operations.

In addition to our agency channel, we rely on distribution arrangements with banks in Southeast Asia and Hong Kong for sales of our bancassurance products through their respective networks. For example, our exclusive bancassurance partnership with SCB is the largest contributor to our APE and VNB in Thailand.

While these arrangements typically have multi-year terms, there is a risk our bancassurance partnerships might terminate before their contractually agreed termination dates or might not be renewed. For example,

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we transferred by novation our exclusive distribution agreement with TMB in Thailand to Prudential Life Assurance (Thailand) Public Company Limited in 2020 prior to its stated termination date. In addition, from time to time, our bancassurance partners may attempt to renegotiate the commercial terms of the arrangements, may be unable to fulfill their obligations, may have disputes with us as to the scope or performance of our and/or their obligations, or may be dissatisfied with other terms and seek changes to, or early termination of, the arrangements. Changes to these arrangements could increase our costs in connection with the sale of our products and adversely affect the profitability of our products, or impact our ability to sell products through our bancassurance partners.

Additionally, some banks may consolidate, downsize their physical branch networks or change their business lines, and more non-traditional market participants, such as virtual banks and other financial technology companies, may enter the market. These developments could limit or constrain the ability of our partnering banks and us to sell insurance products through bank branches.

Regulatory changes with respect to the bancassurance business and distribution of bancassurance products through any of the banks’ business lines, such as restrictions on banks to partner exclusively with one insurance company or changes in the sales practices of the bank branches, could also materially and adversely affect our relationships and arrangements with these banks or restrict our ability to further expand our bancassurance arrangements with such banks.

Most of our distribution arrangements with the banks are due to be renewed within a similar timeframe. If we are unable to renew our arrangements with a significant number of our partners or unable to find replacement partners, our business could be significantly impacted.

The termination of, disruption to, or any other adverse change to, our relationships with the banks with which we have distribution arrangements (including as a result of changes in ownership or strategy at such relationship banks), any adverse change to these banks’ businesses or the formation of any exclusive partnerships between these banks and any of our competitors could significantly reduce sales of our products and our growth opportunities. Our inability to address these risks or satisfactorily resolve any disputes or disagreements with our partners or other problems encountered in connection with our existing or future bancassurance arrangements could prevent us from fully realizing the anticipated benefits of such partnerships or impede or delay our operations or growth in the affected markets. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.

Consolidation of third-party distributors of insurance products may adversely affect the insurance industry and the profitability of our business.

The insurance industry distributes many of its products through other financial institutions such as banks and broker-dealers. An increase in the consolidation activity of such institutions and other financial services companies may create firms with even stronger competitive positions, negatively impact the industry’s sales, increase competition for access to third-party distributors, result in greater distribution expenses and impair our ability to market certain of our products to our current customer base or expand our customer base. For instance, on April 1, 2020, we novated our exclusive distribution agreement with TMB, following its consolidation with a different bank. We cannot assure you that, in the event of another consolidation in relation to any of our exclusive distributors in the future, we will be able to successfully novate our distribution agreements or receive adequate or any consideration.

Consolidation of third-party distributors or other industry changes, such as increased competition from new market entrants or non-traditional or online competitors, may also increase the likelihood that third-party distributors will try to renegotiate the terms of any existing selling agreements to terms less favorable to us.

If our customers were to claim that the policies they purchased failed to provide adequate or appropriate coverage, we could face claims that could harm our reputation, business, results of operations and financial condition.

Although we aim to provide adequate and appropriate coverage under each of our policies, customers could purchase policies that prove to be inadequate or inappropriate. If such customers were to bring a claim

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or claims alleging that we failed in our responsibilities to provide them with the type or amount of coverage that they sought to purchase, we could be found liable, resulting in an adverse effect on our reputation, business, results of operations and financial condition.

Denial of claims or our failure to accurately and timely pay claims could materially and adversely affect our business, financial condition, results of operations, and prospects.

We must accurately and timely evaluate and pay claims that are made under our policies. Many factors affect our ability to pay claims accurately and timely, including the efficacy of our AI claims processing, the training and experience of our employees and our ability to develop or select and implement appropriate procedures and systems to support our claims functions.

The increased adoption of automation and AI has led to higher customer expectations for experience and productivity. The speed and accuracy by which our AI technology allows us to process and pay claims is a differentiating factor for our business, and an increase in the average time to process claims or a decrease in the accuracy of claim processing could undermine our reputation and position in the insurance marketplace. Any failure to pay claims accurately or timely could also lead to regulatory and administrative actions or material litigation, or result in damage to our reputation, any one of which could materially and adversely affect our business, financial condition, results of operations, and prospects. Additionally, if our employees are unable to effectively process our volume of non-automated claims, our ability to grow our business while maintaining high levels of customer satisfaction could be compromised, which in turn, could adversely affect our operating margins.

We rely on third-party service providers in certain areas of our operations and therefore do not have full control over the services provided to us or our customers.

We rely on third parties for certain investment management, information technology and other services, including:

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managing certain assets in our investment portfolio;

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conducting information technology security assessments and developing certain digital tools;

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talent acquisition, employee training and development;

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conducting customer and brand surveys;

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performing certain governance and risk management functions;

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providing payroll services; and

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handling claims for medical products.

If any of these third parties fail to provide these services and we are unable to secure an adequate alternative in time, our business, financial condition and results of operations could be materially affected.

Agent, broker, employee, distribution partner or other parties’ misconduct, underperformance or negative media coverage could harm our reputation or lead to regulatory sanctions or litigation against us.

Misconduct or underperformance on the part of, attrition in relation to, or negative media coverage about, any of our agents, associates, employees, distribution partners or other counterparties could result in violations of law, regulatory sanctions, litigation or serious reputational or financial harm. Such misconduct could include misrepresenting the features or limits of our products, recommending products not suitable for particular consumers, misappropriation of client funds and other fraudulent behavior in violation of applicable laws and regulations.

We have limited control over our agents, associates, brokers, employees and distribution partners, but we may suffer negative consequences as a result of their actions. The measures that we take to detect and deter misconduct by our agents, associates, brokers, employees and distribution partners may not be effective in all circumstances. Past or future misconduct by our agents, associates, brokers, employees and distribution partners could result in investigations, violations of law, regulatory sanctions, and litigation. We may have

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to implement more extensive or different risk management policies and procedures due to legal and regulatory requirements as a result. Any such misconduct may have a material adverse effect on our business, financial condition and results of operations.

RISKS RELATING TO THE INSURANCE INDUSTRY

Intense competition in the segments of the insurance industry in which we operate in each of our markets could negatively affect our ability to attain or increase profitability.

Our competitors include established regional players, including domestic insurance companies and local operating entities of large insurance groups as well as new entrants, such as digital insurers. The large insurance groups may have greater financial and other resources than we do, in addition to their large market shares and economies of scale. We also face competition from large domestic financial service providers in some of our markets that either have their own insurance subsidiaries or enter into co-operative arrangements with major insurance companies.

In addition, Southeast Asian life insurance markets are dominated by a relatively small number of large insurers. The market share of the five largest insurance companies operating in the Southeast Asian life insurance markets typically exceeds 60%. Further concentration of the markets in which we operate may adversely affect our business, financial condition and results of operations.

In the future, we may face competition from technology companies in the markets in which we operate. There are various technology companies that have recently started operating in adjacent insurance categories that offer life and health insurance products. Technology companies may in the future begin operating and offering products that are better or more competitively priced than ours, which could cause us to lose market share and have a material adverse effect on our results of operations and financial condition. In addition, traditional insurance companies may seek to adapt their businesses to sell insurance and process claims using technology similar to ours. Given their size, resources, and other competitive advantages, they may be able to erode any market advantage we may currently have over them.

We also face competition from banks and other financial institutions that directly own insurance companies, and from smaller insurance companies that may develop strong positions in various market segments in which we operate. Our ability to compete is driven by a number of factors, including premiums charged and other terms and conditions of coverage, product features, investment performance, services provided, distribution capabilities, scale, experience, commission structure, brand strength and name recognition, information technology and actual or perceived financial strength. Such competition could have a material adverse effect on our business, financial condition and results of operations.

IFRS 17 could have a material adverse effect on the reporting of our financial results.

The International Accounting Standards Board (the “IASB”), which develops IFRS, issued IFRS 17 in May 2017, which will replace the current IFRS 4. In June 2020, the IASB issued amendments to IFRS 17 and deferred the effective date of IFRS 17 to annual reporting periods beginning on or after January 1, 2023, with retrospective application and comparative figures required. IFRS 17 will significantly change the recognition and measurement of insurance contracts and the corresponding presentation and disclosure in our consolidated financial statements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — IFRS 17 Insurance Contracts” for more information.

We are assessing the implications of IFRS 17 and are implementing a group-wide project to collect policy-level data, liabilities enhancing our actuarial models, developing a new sub-ledger to calculate the contractual service margin and enhancing our group ledger as well as consolidation system. We expect that IFRS 17 will have a significant impact on our consolidated financial statements and result in important changes to the accounting policies for our insurance contract liabilities. It is also likely to have a significant impact on our profit or loss, total equity, financial statement presentation and disclosures. For example, profit will be recognized differently and insurance revenue will no longer be measured by premium, but by provision of insurance services to policyholders throughout the term of the insurance contract. In addition, IFRS 17 introduces a new presentation format for the statement of comprehensive income and requires more extensive

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disclosure. These changes could have a material adverse effect on our financial performance and condition. The IASB may also make further amendments to IFRS 17 which could have a material adverse effect on our financial performance and condition. These changes may also adversely impact our credit rating.

The rate of growth of the insurance industry in Asia may not be as high or as sustainable as we anticipate.

We estimate the rate of growth of the insurance industry in Asia based on the number of underserved potential customers. The high number of underserved individuals in this region may not translate to high growth potential, or we may not succeed in capitalizing on any such growth potential. In addition, certain of the regional markets in which we operate may already be or become saturated and experience low or no growth in the future. Demographic growth and other economic indicators, such as an increase in standards of living, which are usually the traditionally beneficial drivers of growth in these markets, may not be sustainable or continue developing as expected. The growth and development of the insurance industry in Asia is subject to a number of industry trends and uncertainties that are beyond our control.

The failure of other insurance companies could require our operating entities to increase their contributions to industry-wide policyholder protection funds and could undermine consumer confidence.

In Hong Kong, a policyholder protection fund has not yet been established, although the Financial Services and the Treasury Bureau of the Hong Kong government undertook a consultation in 2012 with regard to the establishment of such a proposed policyholders’ protection fund. Establishing the Policy Holders’ Protection Scheme continues to be a stated objective, and together with the HKIA, additional preparatory work is being undertaken, including conducting a consultancy study to update the key parameters of the scheme. In Japan, FWD Fuji Life, along with other life insurers, is required to support policyholders of failed life insurance companies through payments to the Life Insurance Policyholders Protection Corporation of Japan (the “LIPPC”). The LIPPC provides funds upon acceptance and assumption by a successor life insurance company of the insurance policies of a failed life insurance company and also performs certain other specified functions. The proportion of required contributions allocated to FWD Fuji Life could increase if its income from insurance premiums and policy reserves increases relative to other life insurance companies in Japan. In the event of future failures of Japanese life insurance companies or if the legal requirements for contributing to the LIPPC change, FWD Fuji Life may be required to make additional contributions to the LIPPC and its financial condition and results of operations could be adversely affected. In Singapore, all direct insurers licensed by the Monetary Authority of Singapore (“MAS”) to carry on life or general business, including FWD Singapore, are members of the Policy Owners’ Protection (“PPF”) Scheme and must make payments towards certain PPF Funds. In the event that a PPF Scheme member is wound up, insolvent, or otherwise fails, the MAS may decide to activate the PPF Fund to compensate policy owners, fund the transfer of the insurance company to another insurer, or to continue to provide coverage for affected policies until all policies have matured or expired. As the MAS determines the levy rates payable by PPF Scheme members every year, any change to how levy rates are calculated by MAS, whether not due to the potential future failures of other Singapore insurance companies, could adversely affect FWD Singapore’s financial condition and results of its operations. In Thailand, life insurance companies are required to contribute to a life insurance statutory fund intended to compensate policyholders in the event that an insurer is declared bankrupt or has its insurance license revoked. In principle, life insurance companies are required to contribute not more than 0.5% of insurance premiums received by the company during the past six months to the statutory fund and the contribution shall be in accordance with the rules announced by the Office of Insurance Commission of Thailand (“OIC”). According to the current rules announced by the OIC, life insurance companies are required to contribute to the statutory fund every six months. Additionally, although Indonesia has not established a policyholder protection fund, the Non-bank Financial Institutions Supervisory Division of the Indonesian Financial Services Authority (the Otoritas Jasa Keuangan or “OJK”) has produced a draft paper on the establishment of such a fund and is currently in discussion with the industry on this topic. In the Philippines, all insurance companies must contribute an amount (calculated as a ratio of the company’s net worth in proportion to the aggregate net worth of all insurance companies in the country) to the security fund which may be used to compensate policy owners in the event that an insurance company becomes insolvent. Similarly, in Vietnam, insurance companies (except for reinsurance companies) must contribute not more than 0.3% of the total revenue from insurance premium of original insurance contracts in the previous fiscal year of an insurance company to the insurant protection fund, which is set up to protect the rights and interests of the insured in

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case an insurance company falls bankrupt or becomes insolvent. The contribution amount shall be announced by the Ministry of Finance before April 30 each year. In Malaysia, all licensed takaful operators are members of the Malaysia Deposit Insurance Corporation (“MDIC”) and must make annual levies (in the case of a family takaful operator such as FWD Takaful, calculated based on the actuarial valuation liabilities in respect of its business) from their shareholders' funds to the relevant fund maintained by MDIC. In the event of a takaful operator failure, MDIC will utilize the relevant fund to, among other things, make payments to the certificate owners of such takaful operator. In some of these markets, therefore, any widespread failure by insurance companies would increase the amount our businesses either must contribute to designated funds or the reserves they must establish and maintain, thus possibly affecting our results of operations and financial condition.

The failure of other life insurance companies could also damage the reputation of the life insurance industry and undermine consumer confidence in life insurers in general, which could lead to a decrease in the relevant Group operating subsidiaries’ sales of new policies or an increase in lapses or surrenders of existing policies.

The adoption of OECD’s Common Reporting Standard, as well as changes it has proposed on global corporate minimum tax, could have an impact on our businesses, including our reinsurance company, financial condition, results of operations and growth prospects.

The Organisation for Economic Co-operation and Development (“OECD”) has adopted a common reporting standard (“CRS”) and model competent authority agreement to enable the multilateral, automatic exchange of financial account information. The CRS does not include a potential withholding element. Under the CRS, financial institutions (including certain specified insurance companies) are required to identify and report the tax residence status of customers in more than 110 countries that have endorsed the plans. It is expected that CRS will be adopted in Thailand by 2023. Financial institutions in Hong Kong, Macau, Japan, Indonesia, Singapore, Malaysia and the Cayman Islands have begun collecting tax residency information from their account holders as early as January 1, 2017 and have submitted information on reportable account holders for the applicable reporting years. The increased due diligence of customer information and the reporting of information to the tax authorities may increase operational and compliance costs for us, depending on its scope of application. At this time, it is not possible to quantify the full costs of complying with the new legislation as some aspects are still to be determined.

In addition, as a company with international operations, we are subject to taxation in each of the markets in which we operate. Our future effective tax rates could be affected by numerous factors, including changes in applicable tax laws. Changes currently proposed by the OECD and its action plan on Base Erosion and Profit Shifting, including, without limitation, its proposal to introduce a global corporate minimum tax (and the possibility of implementation of higher tax rates in the markets in which we operate or a unified approach not being agreed upon while a significant number of countries enact new unilateral tax measures without mechanisms to avoid double taxation), could have a material impact on our financial condition and results of operations.

RISKS RELATING TO LEGAL AND REGULATORY MATTERS

We and our Business Units are subject to extensive regulation as insurance companies, including monitoring and inspection of our financial soundness, which may restrict our business activities and investments and increase our cost of complying with such regulations.

We are subject to laws, rules and regulations across all aspects of our business. The primary purpose of insurance laws and related regulations is to protect policyholders, not debt holders, shareholders or insurers. Insurance laws and regulations place restrictions on the types of businesses that we and our Business Units may engage in, impose limits on the types of investments that we may make and require us to maintain specified reserves and minimum solvency margin ratios. Furthermore, we and our Business Units are subject to extensive oversight and comprehensive regulation by the relevant regulators in each market where we operate. Collectively, these regulators oversee our relevant operations in each of the insurance markets in which we operate and, as a result of such broad oversight, we are occasionally subject to overlapping, conflicting or expanding regulation across jurisdictions.

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For instance, each country’s insurance laws and regulations typically give the relevant regulator broad regulatory powers over us and our Business Units’ business, including the authority to investigate regulatory breaches, reprimand regulated entities publicly for compliance failures, impose fines, revoke operating licenses, suspend operations, request information and conduct rigorous on-site inspections of books and records. In addition, we and our Business Units need to receive prior authorization from our respective regulators for the sale of new insurance products or key changes in the terms of our products. Reorganization of our corporate structure or a change in control is also subject to regulatory approvals.

We and the businesses we have acquired or may acquire from time to time, are also subject to a wide range of anti-bribery, anti-money laundering and sanctions laws and regulations as well as business conduct rules, in each of the jurisdictions in which we or such other businesses operate. Such laws and regulations may vary significantly from jurisdiction to jurisdiction, and may either impose obligations on our Group to act in a certain manner or restrict the way that we can act in respect of specified individuals, organizations, businesses and/or governments. Our geographical diversification, including in some emerging markets, development of joint venture and partnering relationships and our employment of local agents in the markets in which we operate may increase our exposure to the risk of violations of anti-corruption laws or similar laws. We operate in some markets where, for example, large-scale agency networks may be in operation where sales are incentivized by commission and fees, where there is a higher concentration of exposure to politically-exposed persons, or which otherwise have higher geopolitical risk exposure. While we seek to apply a culture of compliance and control, our policies and procedures may not be followed at all times or effectively detect and prevent violations of the applicable laws by one or more of our employees, consultants, agents or partners across our operations in multiple jurisdictions. Similarly, with respect to the businesses we have acquired or may acquire from time to time we may be exposed to the adverse consequences of instances of non-compliance that occurred prior to our acquisition of such businesses.

In addition, some of the laws, rules and regulations are subject to changes. For example, in Vietnam, a new draft insurance law was released and circulated for industry comments on July 18, 2021 and is currently expected to take effect on January 1, 2023, subject to the public comment process and, eventually, approval by the National Assembly of Vietnam. The final version of such new insurance law, when and if enacted, may differ significantly from the current draft. Furthermore, some of the laws, rules and regulations to which we are subject are relatively new (including laws and regulations relating to data privacy), and their interpretation and application remain uncertain. See “Regulation.” Changes to existing regulations, their interpretation or implementation, or new regulations may also impede or otherwise impact our use or development of AI technologies, which could impair our competitive position and result in a material adverse effect on our business, results of operations, and financial condition. Failure to comply with any applicable laws, rules and regulations and international prudential frameworks, including as a result of changes to rules and regulations or the changing interpretation thereof by relevant regulators, could result in fines, suspension of our business licenses or, in extreme cases, business license revocation, each of which would have a material adverse effect on our business, financial condition and results of operations.

We may face challenges in adapting to group-wide supervision under the GWS framework.

Until recently, we have been supervised by the HKIA through an indirect approach, including by way of written undertakings provided by our Group and our controlling shareholder. On March 29, 2021, the Insurance (Amendment) (No. 2) Ordinance 2020 (Ord. No. 18 of 2020) and the Insurance (Group Capital) Rules, which introduced the GWS framework, came into operation, enabling the HKIA to directly conduct group-wide regulation and supervision of insurance groups through the designation of a company within the relevant group as a “designated insurance holding company.” The Hong Kong government also published subsidiary legislation relating to the GWS framework on December 31, 2020. The GWS framework provides, among other requirements, group-wide capital, risk management, governance and disclosure related requirements for insurance groups through the designated holding companies of such insurance groups.

Because of the requirement for a designated insurance holding company to be incorporated in Hong Kong, the HKIA designated FWD Management Holdings as the designated insurance holding company of the Group on May 14, 2021, following which the Group became subject to additional capital, solvency, regulatory reporting, public disclosure and intervention measures under the GWS framework. This is the

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first time we have been subject to comprehensive regulation on a group-wide basis, and this will require a number of changes to our internal controls, risk management systems and reporting obligations. The GWS framework will also impact our businesses in jurisdictions other than Hong Kong, for example by impacting group-wide decisions and implementing group-wide requirements, which will affect all our Business Units. For example, the HKIA has identified certain priority areas for us to address, including improvement in the profitability and sustainability of our existing Business Units, further integration across our Business Units and enhancement of our corporate structure. For further details on the GWS framework and group-wide regulation and supervision, see “Regulation — Laws and Regulations Relating to the Group's Business and Operations in Hong Kong — Framework for group-wide supervision of certain insurance groups”.

Because the GWS framework is new and given the untested nature of the regime, interpretations of the applicable rules and guidelines may evolve over time. If we are unable to adapt to group-wide supervision under the GWS framework on a timely and cost-efficient basis or if our interpretations of the regulatory requirements differ in some aspects from the interpretations made by the HKIA, we could face penalties and public or private reprimand and our business, financial condition, capital position, results of operations and regulatory position could be materially and adversely affected.

Changes in tax regulations have had, and may continue to have, an adverse effect on the demand for our insurance products.

There are specific rules governing the taxation of policyholders and the tax treatment of insurance premiums paid by policyholders in each jurisdiction in which we operate. These rules affect the structuring of, and demand for, the insurance products that we offer in those jurisdictions. In addition, as we expand our business into new jurisdictions, we may be subject to new tax laws or additional tax liabilities. We are unable to predict accurately the impact of future changes in tax laws on the taxation of life insurance proceeds in the hands of beneficiaries and the tax treatment of insurance premiums paid by policyholders. Amendments to existing legislation, particularly if there is a withdrawal of any tax relief, or an increase in tax rates, or an introduction of new rules, may affect the purchase decisions of our potential customers and the investment decisions of our policyholders. The impact of such change on us would depend on the mix of business in force at the time of such change.

In particular, recent changes announced by the National Tax Agency of Japan in 2019 with respect to the tax deductibility of insurance premiums paid on COLI products (which were previously fully deductible) have had, and may continue to have, a significant impact on the sales of such products in Japan. Although we have taken a number of measures to mitigate the effects of these changes, such as shifting our focus to other product types, their near-term impact may be difficult to quantify, and we cannot assure you that such measures will be effective or sufficient in mitigating any adverse effects to our business, financial condition and results of operations.

The Indonesia Law No. 11 on Job Creation, which became effective in November 2020, changed the definition of non-taxable income, which may result in investment gains on unit-linked products being taxable for Indonesian citizens. Direct investments in mutual funds remain exempted from taxation. Therefore, customers may choose to invest directly into mutual funds rather than unit-linked products, which may have a material adverse effect on sales of our unit-linked investment products in Indonesia. The local life insurance association is lobbying with the Indonesian government to clarify the implementation of the new regulation. We are closely monitoring these developments and will take appropriate measures to mitigate the effects on our business, but we cannot assure you that these measures will be effective.

We face the risk of litigation, regulatory investigations and other proceedings in relation to our business which may result in financial losses and reputational harm.

Legal or regulatory actions, inquiries or investigations, whether ongoing or yet to come, could harm our reputation, ability to attract or retain customers or employees, business, financial condition, or results of operations, even if we ultimately prevail. Litigation and regulatory investigations are increasingly common in our business as a result of increased regulatory and prudential oversight. Regulators or private parties may bring investigations, class actions or individual suits seeking large recoveries alleging wrongs relating to sales or underwriting practices, claims payments and procedures, product design, disclosure, administration, controls, investments, denial or delay of benefits and breaches of fiduciary or other duties, among other

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things. We may be unable to anticipate the outcome of a litigation or investigation and the amount or range of loss because we do not know how adversaries, fact finders, courts, regulators, or others will evaluate evidence, the law, or accounting principles, and whether they will do so differently than we have. A substantial liability arising from a lawsuit judgment or a significant regulatory action against us or a disruption in our business arising from adverse adjudications in proceedings against our directors, officers or employees could have a material adverse effect on our business, financial condition and results of operations. Moreover, even if we ultimately prevail in the litigation, regulatory action or investigation, such proceedings could significantly harm our reputation, which could materially affect our business, financial condition and results of operations. See “— Agent, broker, employee, distribution partner or other parties’ misconduct, underperformance or negative media coverage could harm our reputation or lead to regulatory sanctions or litigation against us.”

We are subject to tax audits, tax litigation or similar proceedings, and as a result we may owe additional taxes, interest and penalties in amounts that may be material.

We are subject to income and other taxes in the jurisdictions in which we do business. In determining our provisions for income taxes and our accounting for tax related matters in general, we are required to exercise judgment. We regularly make estimates where the ultimate tax determination is uncertain. We cannot assure you that the final determination of any tax audit, appeal of the decision of a taxing authority, tax litigation or similar proceedings will not be materially different from that reflected in our financial statements. The assessment of additional taxes, interest and penalties could be materially adverse to our current and future results of operations and financial condition.

Our failure to comply with data privacy laws and regulations in our geographic markets could have a material adverse effect on our business, financial condition and results of operations.

We are subject to data privacy laws, rules and regulations that regulate the collection, use and storage of personal data. Protection of personal data has become increasingly important for regulators and lawmakers globally. A breach of data privacy laws, rules and regulations may result in significant reputational and regulatory sanctions, including substantial financial penalties. Compliance with these laws, rules and regulations may restrict our business activities and require us to incur increased costs and allocate considerable time to compliance efforts, such as implementing information technology systems and processes that comply with the relevant rules and regulations. Applicable data privacy laws, rules and regulations could also adversely affect our distribution channels, such as our neo-insurance channel, and limit our ability to share customer data with third parties or transfer customer data between our businesses in different jurisdictions. Certain of these laws, rules and regulations in the markets in which we operate, as well as the PRC (where we have certain limited operations), are relatively new and evolving, and their interpretation and application remain uncertain. Data privacy laws, rules and regulations are also subject to change and may become more restrictive in the future. For instance, there have recently been several developments in the data privacy and protection laws and regulations in the PRC, including the Measures for Cybersecurity Review (Revision Draft for Comments) (“Draft Measures”) issued by the Cyberspace Administration of China (“CAC”) in July 2021, which have significantly expanded the cybersecurity review requirement under the cybersecurity laws, including a requirement that operators (including both operators of critical information infrastructure and relevant parties who are engaged in data processing) file for cybersecurity review with the Cybersecurity Review Office of the PRC if purchasing of network products and services or carrying out data processing activities will affect or may affect national security. Specifically, it requires operators holding individual information of more than one million users (which term has yet to be specified) and seeking a listing in foreign countries to file for cybersecurity review with the Cybersecurity Review Office of the PRC. As the Draft Measures were released for public comment only, the enacted version of the Draft Measures and the anticipated adoption or effective date may be subject to substantial change. We cannot predict the impact of the Draft Measures, if any, at this stage, and we will closely monitor and assess any development in the rule-making process. If the enacted version of the Draft Measures mandates clearance of cybersecurity review and other specific actions to be completed by companies like us, we face uncertainties as to whether such clearance can be timely obtained, or at all. In addition, the newly released PRC Data Security Law, which was promulgated in June 2021 and took effect on September 1, 2021, imposes data security and privacy obligations on entities and individuals carrying out data activities (including activities

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outside of the PRC), requires a national security review of data activities that may affect national security, and imposes export restrictions on certain data and information.

Other than the maintenance of a representative office and the provision of shared services to the Group through two subsidiaries incorporated under the laws of the PRC, we currently do not have operations in the PRC. As of the date of this prospectus, we had fewer than 100,000 MCV customers and did not have a large amount of MCV individual information in our business operations. In addition, no information belonging to FWD customers is collected, hosted or managed in the PRC and we have policies and systems in place to manage the risk of information belonging to FWD customers being collected, hosted or managed in the PRC. As such, we do not currently expect the proposed amendments to the cybersecurity law in the PRC, or the PRC Data Security Law to have an impact on our business, operations or this offering. To the extent that they apply to our limited presence in the PRC, we believe we are in compliance with the data privacy and protection regulations and policies issued by the relevant PRC regulatory authorities to date. However, as uncertainties remain regarding the interpretation and implementation of these laws and regulations and the Draft Measures are subject to substantial change, there can be no assurance that this will continue to be the case. In addition, to the extent we develop or acquire operations in the PRC, such laws could also apply to us.

Furthermore, new laws could be introduced in the future that could also apply to our business, whether or not we have operations in the PRC. For example, the PRC Personal Information Protection Law, which was promulgated on August 20, 2021 and will take effect in November 2021, also emphasizes extraterritorial effect. It shall apply to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China or (3) there are any other circumstances stipulated by laws and administrative regulations. As uncertainties remain regarding the interpretation and implementation of the PRC Personal Information Protection Law and whether it applies to us, if the PRC Personal Information Protection Law becomes applicable to us, we cannot assure you that we will be able to comply with the PRC Personal Information Protection Law in all respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. In the event of a failure to comply, we may become subject to fines and other penalties which may have a material adverse effect on our business, operations and financial condition.

In addition, while we have policies and systems in place to manage the risk of data privacy, data privacy breaches may still occur. We had several incidents of inadvertent data leakage and security breaches in 2018, 2019 and 2020, involving either employee or customer information. While we took remedial actions promptly and notified the relevant regulatory authorities, we were not subject to any fines or penalties by the relevant regulatory authorities. Although we have strengthened our policies and systems to better detect and manage the risk of data privacy breaches, we cannot assure you that these breaches will not happen in the future, which breaches could have a material adverse effect on our business, financial condition and results of operations. See “— We may be unable to prevent or address the misappropriation of our data.”

Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to customers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of sensitive information, which could include personally identifiable information or other user data, may result in governmental or regulatory investigations, enforcement actions, regulatory fines and other penalties, compliance orders, litigation or public statements against us by consumer advocacy groups or others, and could cause customers to lose trust in us, all of which could be costly and have an adverse effect on our business. In addition, new and changed rules and regulations regarding privacy, data protection (in particular those that impact the use of AI) and cross-border transfers of customer information could cause us to delay or change planned uses and disclosures of data to comply with applicable privacy and data protection requirements. Moreover, if third parties that we work with violate applicable laws or our policies, such violations also may put personal information at risk, which may result in increased regulatory scrutiny and penalties and have a material adverse effect on our reputation, business and operating results.

The privacy impact assessments we conduct on new projects, systems, tools and processes may fail to identify and manage all potential data privacy issues. Furthermore, changes in any such data privacy laws,

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rules and regulations or their application could have a material adverse effect on our business, financial condition and results of operations.

Evolving legislation related to genetic testing could adversely impact our underwriting abilities.

Current or future legislation in jurisdictions where we operate may restrict our right to underwrite based on access to genetic test results. Without the obligation of disclosure, the asymmetry of information shared between applicant and insurer could increase anti-selection in both new business and in-force policyholder behavior. The impact of restricting insurers’ access to this information and the associated problems of anti-selection becomes more acute where genetic technology leads to advancements in diagnosis of life threatening conditions that are not matched by improvements in treatment. We cannot predict the potential financial impact that this would have on us or the industry as a whole. In addition, there may be further unforeseen implications as genetic testing continues to evolve and becomes more established in mainstream medical practice.

Our business, financial condition and results of operations, and/or the value of our ADSs or our ability to offer or continue to offer securities to investors may be materially and adversely affected by existing or future laws and regulations of the PRC which may become applicable to a company such as us.

We currently have only immaterial, non-substantive operations mainland China, which comprise only the maintenance of a representative office and the provision of shared services to the Group through two subsidiaries incorporated under the laws of the PRC. The representative office serves the purpose of maintaining a presence in mainland China, and the shared services primarily consist of certain IT and support services. These functions are not material to the Group and these operations in mainland China do not currently process any customer data, personal information, or data from third parties other than collecting and storing certain personal information relating to local employees in mainland China for payroll. No customer data is accessible by the Group’s entities incorporated under the laws of the PRC. In addition, the Group does not sell any insurance products in mainland China or solicit customers or collect, store or process any personal data of any customer in China, and is not regulated by any insurance regulator in mainland China. As a result, the laws and regulations of the PRC do not currently have any material impact on the Group’s business, financial condition and results of operations. However, as our principal executive offices are located, and we operate, in Hong Kong, a special administrative region of China, there is no guarantee that if certain existing or future laws of the PRC become applicable to a company such as us, it will not have a material adverse impact on our business, financial condition and results of operations and/or our ability to offer or continue to offer securities to investors, any of which may cause the value of such securities to significantly decline or be worthless.

Except for the Basic Law of the Hong Kong Special Region of the People’s Republic of China (“Basic Law”), national laws of the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.

The laws and regulations in the PRC are evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations become applicable to us, we may be subject to the risks and uncertainties associated with the legal system in the PRC, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.

We may also become subject to the laws and regulations of the PRC to the extent we commence business and customer facing operations in mainland China as a result of any future acquisition, expansion or organic growth.

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Our ADSs may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB were unable to fully inspect our auditor. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, if the PCAOB were unable to conduct full inspections of our auditor, it would deprive our investors with the benefits of such inspections.

The Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. The HFCA Act states that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.

Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Under current practice and Chinese law, the PCAOB is currently unable to inspect the audit work and practices of PCAOB-registered firms in mainland China. Our auditor is located in Hong Kong and the PCAOB has not been legally restricted from inspecting PCAOB audits relating to operations in Hong Kong. As noted above, except for the Basic Law, national laws of the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to PCAOB access to auditor files have not been listed in Annex III and so do not apply directly to Hong Kong. The PRC legal system is evolving rapidly and the PRC laws, regulations, and rules may change quickly with little advance notice. To the extent any PRC laws and regulations become applicable to a company such as us or our auditor, the PCAOB may be unable to inspect our auditor.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. We would be required to comply with these rules if the SEC identifies us as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above.

On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.

The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States. This report recommended that the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCA Act. However, some of the recommendations were more stringent than the HFCA Act. For example, if a company was not subject to PCAOB inspection, the report recommended that the transition period before a company would be delisted would end on January 1, 2022.

The SEC has announced that the SEC staff is preparing a consolidated proposal for the rules regarding the implementation of the HFCA Act and to address the recommendations in the PWG report. It is unclear when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations will be adopted. The SEC has also announced amendments to various annual report forms to accommodate the certification and disclosure requirements of the HFCA Act. There could be additional regulatory or legislative requirements or guidance that could impact us if our auditor is not subject to PCAOB inspection. The implications of this possible regulation or guidance in addition to the requirements of the HFCA Act are uncertain. If for whatever reason the PCAOB is unable to conduct full inspections of our auditor, such uncertainty could cause the market price of our ADSs to be materially and adversely affected, and our securities could be delisted or prohibited from being traded “over-the-counter”. If our securities were unable to be listed on another securities exchange by then, such a delisting

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would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our ADSs.

Inspections of other firms that the PCAOB has conducted outside the PRC have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. If the PCAOB were unable to conduct full inspections of our auditor, we and investors in our ADSs would be deprived of the benefits of such PCAOB inspections. In addition, the inability of the PCAOB to conduct full inspections of auditors would make it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors that are subject to the PCAOB inspections, which could cause investors and potential investors in our securities to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

Additionally, in May 2013, the PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation with the CSRC and the PRC Ministry of Finance, which establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations undertaken by the PCAOB in the PRC or by the CSRC or the PRC Ministry of Finance in the United States. The PCAOB continues to be in discussions with the CSRC and the PRC Ministry of Finance to permit joint inspections in the PRC of audit firms that are registered with the PCAOB and audit Chinese companies that trade on U.S. exchanges. The SEC previously instituted proceedings against mainland Chinese affiliates of the “big four” accounting firms, including the affiliate of our auditor, for failing to produce audit work papers under Section 106 of the Sarbanes-Oxley Act because of restrictions under PRC law. Each of the “big four” accounting firms in mainland China agreed to a censure and to pay a fine to the SEC to settle the dispute and stay the proceedings for four years, until the proceedings were deemed dismissed with prejudice on February 6, 2019. It remains unclear whether the SEC will commence a new administrative proceeding against the four mainland China-based accounting firms or accounting firms based in Hong Kong. If our independent registered public accounting firm, or its affiliate, were denied, even temporarily, the ability to practice before the SEC, and it were determined that our financial statements or audit reports are not in compliance with the requirements of the U.S. Exchange Act, we could be at risk of delisting or become subject to other penalties that would adversely affect our ability to remain listed on the NYSE.

The PRC government exerts substantial influence and discretion over the manner in which companies incorporated under the laws of PRC must conduct their business activities. We are a Hong Kong-based company with no substantive operations in mainland China. However, if we were to become subject to such direct influence or discretion, it may result in a material change in our operations and/or the value of your ADSs, which would materially affect the interest of the investors.

We have only immaterial, non-substantive operations in mainland China, comprising only the maintenance of a representative office and the provision of shared services to the Group through two subsidiaries incorporated under the laws of the PRC. Our principal executive offices are located, and we operate, in Hong Kong, a special administrative region of China. In addition, the Company does not sell any insurance products in mainland China or solicit any customer or collect, store or process any personal data of any customer in China, and is not regulated by any insurance regulator in mainland China. The PRC government currently does not exert direct influence and discretion over the manner in which we conduct our business activities outside of mainland China, however, there is no guarantee that we will not be subject to such direct influence or discretion in the future due to changes in laws or other unforeseeable reasons or as a result of our expansion or acquisition of operations in mainland China. See “— Our business, financial condition and results of operations, and/or the value of our ADSs or our ability to offer or continue to offer securities to investors may be materially and adversely affected by existing or future laws and regulations of the PRC which may become applicable to a company such as us.”

The PRC legal system is evolving rapidly and the PRC laws, regulations, and rules may change quickly with little advance notice. In particular, because these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the non-precedential nature of these decisions, the interpretation of these laws, rules and regulations may contain inconsistences, the enforcement of which involves uncertainties. The PRC government has exercised and continues to exercise substantial control

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over many sectors of the PRC economy through regulation and/or state ownership. Government actions have had, and may continue to have, a significant effect on economic conditions in the PRC and businesses which are subject to such government actions.

If we were to become subject to the direct intervention or influence of the PRC government at any time due to changes in laws or other unforeseeable reasons or as a result of our development, expansion or acquisition of operations in the PRC, it may require a material change in our operations and/or result in increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. In addition, the market prices of our ADSs and/or other securities could be adversely affected as a result of anticipated negative impacts of any such government actions, as well as negative investor sentiment towards Hong Kong-based companies subject to direct PRC government oversight and regulation, regardless of our actual operating performance. There can be no assurance that the Chinese government would not intervene in or influence our operations at any time.

We are not currently required to obtain permission from the PRC government to list on a U.S. securities exchange and consummate this offering, however there is no guarantee that this will continue to be the case in the future in relation to the continued listing of our securities on a securities exchange outside of the PRC, or even when such permission is obtained, it will not be subsequently denied or rescinded. Any actions by the PRC government to exert more oversight and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities, including the ADSs, to significantly decline or be worthless.

RISKS RELATING TO OUR TECHNOLOGY

Cyber-attacks or other security breaches of our computer systems or computer systems maintained by others could disrupt our business, cause financial losses, damage our reputation, lead to regulatory sanctions and legal claims or a loss of customers and revenue.

Use of technology to offer insurance products involves the storage and transmission of information, including personal information, in relation to our employees, contractors, business partners and current, past or potential customers. Security breaches may result from actions of hackers, vendors, third-party administrators or insiders as well as from cyber-attacks perpetrated by organized crime groups, “hacktivists,” or state-sponsored groups. Cyber-attacks may range from sophisticated social engineering to extortion or threats, including ransomware attacks, which can lead to access, disclosure, disruption, or ransom demands or further attacks. These cyber-attacks or security breaches could expose confidential information, which could result in potential regulatory investigations, fines, penalties, compliance orders, liability, litigation and remediation costs, as well as reputational harm, any of which could materially adversely affect our business and financial results. For example, unauthorized parties could steal or access our users’ names, email addresses, physical addresses, phone numbers and other information that we collect when providing insurance quotes, and credit card or other payment information if a customer agrees to purchase insurance coverage from us. Further, outside parties may attempt to fraudulently induce employees or customers to disclose sensitive information in order to gain access to our information or customers’ information. Policies and procedures are in place to prevent and detect fraud incidents; however, our existing system of internal controls may not be able to mitigate all possible incidents. The risk of a breach can exist whether software services are in our data centers or we use cloud-based software services. Any of these incidents, or any other types of security or privacy related incidents, could result in an investigation by a competent regulator, resulting in a fine or penalty, or an order to implement specific compliance measures. It could also trigger claims by affected third parties, which could adversely impact our business, results of operations, financial condition, and reputation.

We maintain confidential and proprietary information on our computer systems and rely on sophisticated technologies to maintain the security of that information. Our computer systems have been, and will likely continue to be, subject to computer viruses or other malicious codes, unauthorized access, cyber-attacks or other computer-related penetrations. While, to date, we have not experienced a material breach of cyber security, administrative and technical controls and other preventative actions we take to reduce

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the risk of cyber-incidents and protect our information technology may be insufficient to prevent physical and electronic break-ins, cyber-attacks or other security breaches to our computer systems. Any such breaches could cause significant interruptions in our operations, and the failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to our customers, employees and distribution partners, could harm our reputation, subject us to regulatory sanctions, significant monetary fines and legal claims, lead to a loss of customers and revenue and otherwise materially adversely affect our business, financial condition or results of operations.

Our business could also be harmed indirectly by cyber-attacks or security breaches to computer and IT systems maintained by others, including our associate companies, business partners and our service providers. For example, BRI Life, in which we currently own an equity interest of 29.9%, announced that it was investigating an alleged cybersecurity breach resulting in the leak of the data of certain customers. FWD’s infrastructure is separate from that of BRI Life’s and has no direct linkage to BRI Life’s systems. However, while this incident has not had, and we do not believe will have, any material impact on our business, we cannot assure you that this incident or any future cyber-attacks or security breaches to computer and IT systems maintained by others will not have a material adverse effect on our business, financial condition or results of operations.

Our investment in digitalization and neo-insurance may not achieve the intended result.

As a customer-centric insurer, we have made and continue to make significant investments in digital initiatives, applications and tools to enhance customer experience, including neo-insurance. A key element of our customer retention and acquisition strategy is using digitalization to make it easier for customers to stay engaged with our insurance ecosystem. We also intend to continue to invest in digitalization, including neo-insurance, and launch more initiatives, technology-enabled products and services across the jurisdictions in which we operate.

We cannot assure you that our digital initiatives will continue to appeal to our existing or potential customers. Consumer trends and demands are subject to change, and we will need to respond to rapid technological developments in time to effectively serve our digitally native customers. Any failure of these digital applications and tools to operate as intended may cause customer dissatisfaction. In addition, as we develop new digital tools and implement new technology, we will need to update our governance and risk management frameworks to manage the relevant risks, such as the risks of data breaches and system failures. If we fail to update our governance frameworks on a timely basis, we could be exposed to risks associated with these digital systems. Any of these factors may have an adverse effect on our business, financial condition and results of operations.

We rely on AI and our digital platform to collect data points that we evaluate in pricing and underwriting our insurance policies, managing claims and customer support, and improving business processes, and any legal or regulatory requirements that restrict our ability to collect this data could thus materially and adversely affect our business, financial condition, results of operations and prospects.

We use AI and our digital platform to gain insight into our customers’ experience and support various aspects of our business operations. Our proprietary Data Lake, is a centralized data repository that collects customer data from multiple sources, which is stored and managed in a centralized system. It processes and analyzes data based on our proprietary AI and machine learning algorithms, providing us with quick access to time-sensitive data to gain customer insights, design and deploy new products and services, and launch automated and targeted marketing campaigns, thereby allowing us to meet the evolving customer needs in a timely manner. Our Data Lake currently covers Hong Kong and Macau, Thailand, the Philippines and Singapore, with scheduled roll out to all our other markets in a cloud based group data platform by the end of 2021.

If any of the regulators in the markets we operate in were to determine that the type of data we collect, the process we use for collecting this data or how we use it, unfairly discriminates against some groups of people, existing laws and regulations could be interpreted or implemented to prohibit or restrict our collection or use of this data. A determination by regulators that the data points we collect and the process we use for collecting this data unfairly discriminates against some groups of people could also subject us to fines and other sanctions, including, but not limited to, disciplinary action, revocation and suspension of licenses,

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and withdrawal of our products. Any such event could, in turn, materially and adversely affect our business, financial condition, results of operations and prospects, and make it harder for us to be profitable over time. Although we have implemented policies and procedures into our business operations that we feel are appropriately calibrated to our AI and automation-driven operations, these policies and procedures may prove inadequate to manage our use of this nascent technology, resulting in a greater likelihood of inadvertent legal or compliance failures.

We depend on search engines, social media platforms, digital app stores, content-based online advertising and other online sources to attract consumers to our websites and our online applications, which may be affected by third-party interference beyond our control and as we grow our customer acquisition costs will continue to rise.

Our future growth depends on our ability to attract consumers to our websites and our online applications and convert them into customers in a cost-effective manner. We depend, in large part, on search engines, social media platforms, digital app stores, content-based online advertising and other online sources for traffic to our websites and our online applications.

With respect to search engines, we are included in search results as a result of both paid search listings, where we purchase specific search terms that result in the inclusion of our advertisement, and free search listings, which depend on algorithms used by search engines. For paid search listings, if one or more of the search engines or other online sources on which we rely for purchased listings modifies or terminates its relationship with us, our expenses could rise, we could lose consumers and traffic to our websites could decrease, any of which could have a material adverse effect on our business, results of operations and financial condition. For free search listings, if search engines on which we rely for algorithmic listings modify their algorithms, our websites may appear less prominently or not at all in search results, which could result in reduced traffic to our websites.

Our ability to maintain and increase the number of consumers directed to our products from digital platforms is not within our control. Search engines, social media platforms and other online sources often revise their algorithms and introduce new advertising products. If one or more of the search engines or other online sources on which we rely for traffic to our websites and our online applications were to modify its general methodology for how it displays our advertisements or keyword search results, resulting in fewer consumers clicking through to our websites and our online applications, our business and operating results are likely to suffer. In addition, if our online display advertisements are no longer effective or are not able to reach certain consumers due to consumers’ use of ad-blocking software, our business and operating results could suffer.

The marketing of our insurance products depends on our ability to cultivate and maintain cost-effective and otherwise satisfactory relationships with digital app stores, in particular, those operated by Google and Apple. As we grow, we may struggle to maintain cost-effective marketing strategies, and our customer acquisition costs could rise substantially. Furthermore, because many of our customers access our insurance products through online applications, we depend on the Apple App Store and the Google Play Store to distribute our online applications. Both Apple and Google have broad discretion to change their respective terms and conditions applicable to the distribution of our online applications, including those relating to the amount of (and requirement to pay) certain fees associated with purchases facilitated by Apple and Google through our online applications, to interpret their respective terms and conditions in ways that may limit, eliminate or otherwise interfere with our ability to distribute our online applications through their stores, the features we provide and the manner in which we market in-app products. We cannot assure you that Apple or Google will not limit, eliminate or otherwise interfere with the distribution of our online applications, the features we provide and the manner in which we market our online applications. To the extent either or both of them do so, our business, results of operations and financial condition could be adversely affected.

Our proprietary AI models may not operate properly or as we expect them to, which could cause us to write policies we should not write, price those policies inappropriately or overpay claims that are made by our customers. Moreover, our proprietary AI models may lead to unintentional bias and discrimination.

We have built our entire digital architecture with the single purpose of maximizing the use of data analytics and technology to optimize customer experience, empower distribution and inform our business

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decisions. We have developed more than 37 proprietary data applications which leverage our Data Lake and proprietary AI models. As of June 30, 2021, over 40% of the headcount at our Group Office was comprised of technology employees, many of whom have extensive prior work experience with global leading technology and fintech companies. Our proprietary Data Lake is the central and foundational infrastructure that has been launched in five markets and is in the process of being rolled out across our other markets. Its cloud-based platform provides end-to-end visibility and control of the collection, collation and usage of data across applications, allowing real-time analysis to improve customer understanding, enable innovation and increase operational efficiencies. Built on our Data Lake is a series of systems and automated digital toolkits to facilitate prospecting, purchasing, underwriting, claims and servicing for customers, distributors and internal management.

The continuous development, maintenance and operation of our deep-learning backend data analytics engine is complex and may involve unforeseen difficulties including material performance problems, undetected defects or errors, for example, with new capabilities incorporating AI. We may encounter technical obstacles, and it is possible that we will discover additional problems that prevent our proprietary algorithms from operating properly. If our data analytics do not function reliably, we may incorrectly price insurance products for our customers or incorrectly pay or deny claims made by our customers. Either of these situations could result in customer dissatisfaction with us, which could cause customers to cancel their insurance policies with us, discourage prospective customers from obtaining new insurance policies, or cause us to underprice policies or overpay claims. Additionally, our proprietary AI models may lead to unintentional bias and discrimination in the underwriting process, which could subject us to legal or regulatory liability. Any of these eventualities could result in a material and adverse effect on our business, results of operations and financial condition.

Interruptions or delays in our information technology systems or in the services provided by our third-party data centers or our internet service providers could impair the operability of our online applications and other digital services, which may materially and adversely affect our operations.

Our business is reliant on the ability of our information technology systems to process a large number of transactions and data on a timely basis for our management to make informed decisions. We rely on the internet and, accordingly, depend on the continuous, reliable and secure operation of internet servers, related hardware and software, as well as network infrastructure. Further, because of the long-term nature of much of our business, accurate records must be maintained for significant periods of time. The proper functioning of our financial controls, accounting, customer database, customer service and other data processing systems, including those relating to underwriting and claims processing functions, is critical to our operations and to our ability to compete effectively.

Certain of our critical data and IT systems, including our proprietary Data Lake, a centralized data repository, are located on cloud platforms. Failure of these cloud platforms may render us unable to use our data and certain IT systems. Although we have in place disaster recovery and business continuity plans and maintain disaster recovery facilities designed to be activated in place of our primary facilities in the event of failure, the data centers that we use are vulnerable to damage or interruption from human error, intentional bad acts, earthquakes, floods, fires, severe storms, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures, and similar events, many of which are beyond our control, any of which could disrupt our services, prevent customers from accessing our products, destroy customer data, or prevent us from being able to continuously back up and record data. In the event of significant physical damage to one of these data centers, it may take a significant period of time to achieve full resumption of our services, and our disaster recovery planning may not account for all eventualities. Further, a prolonged service disruption affecting our online applications and other digital services for any of the foregoing reasons could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers, or otherwise harm our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the cloud services we use. Damage or interruptions to these data centers could harm our business. Moreover, negative publicity arising from these types of disruptions could damage our reputation and may adversely impact the use of our online applications and other digital services.

Additionally, as we continue to expand the number of customers to whom we provide our products and services, we may not be able to scale our technology to accommodate the increased capacity requirements,

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which may result in interruptions or delays in service. In addition, the failure of our data centers or third-party internet or technology service providers to meet our capacity requirements could result in interruptions or delays in access to our online applications and other digital services or impede our ability to scale our operations. In the event that our service agreements are terminated, or there is a lapse of service, interruption of internet service provider connectivity or damage to such facilities, we could experience interruptions in access to our online applications and other digital services as well as incur delays and additional expense and management time devoted to arranging new facilities and services, which could harm our business and have a material adverse impact on our financial condition and results of operations.

We may be unable to prevent or address the misappropriation of our data.

From time to time, third parties may misappropriate our data through website scraping, bots or other means and aggregate this data on their websites with data from other companies. In addition, copycat websites or online applications may misappropriate data and attempt to imitate our brand or the functionality of our websites or our online applications. If we become aware of such websites or online applications, we will employ technological or legal measures to halt their operations. However, we may be unable to detect all such websites or online applications in a timely manner and, even if we could, technological and legal measures may be insufficient to halt their operations. In some cases, due to the applicable laws in the jurisdictions in which we operate, the remedies available to us may not be adequate to protect us against the effect of the operation of such websites or online applications. Regardless of whether we can successfully enforce our rights against the operators of these websites or online applications, any measures that we may take could require us to expend significant financial or other resources, which could harm our business, results of operations or financial condition. In addition, to the extent that such activity creates confusion among consumers or advertisers, our brand and business could be harmed.

System errors may affect the calculation of unit prices or deduction of charges for investment linked products which may require us to compensate customers retrospectively.

A material portion of our product sales are investment linked contracts, where product benefits are linked to the prices of the underlying unit funds. While comprehensive controls are in place, there is a risk of error in the calculation of the prices of these funds or the use of the prices of these funds for other policyholder value calculations due to human error in data entry, IT-related issues or other causes. Additionally, it is possible that policy charges which are deducted from these contracts are taken incorrectly or the methodology is subsequently challenged by policyholders or regulators and changed retrospectively. Any of these can give rise to compensation payments to customers. Controls are in place to mitigate these risks, but errors could give rise to future liabilities. Payments due to errors or compensation may negatively affect our profitability or financial condition.

RISKS RELATING TO OUR CONTROLLING SHAREHOLDER AND CERTAIN OTHER SHAREHOLDERS

Our controlling shareholder and certain other shareholders are currently involved in some aspects of our business, including investment management, telecommunication services and reinsurance, and we may be subject to risks associated with such transactions.

PineBridge, a company majority owned and controlled by our controlling shareholder (with minority interests owned by directors, management and consultants of PineBridge), manages certain investment grade bonds and alternative investments for our investment portfolios. Our controlling shareholder also has interests in PCCW Limited and HKT Limited, companies listed on the HKEX, which provide IT, telecommunication and insurance related services to us. Our controlling shareholder is the chairman and executive director of PCCW and, as of June 30, 2021, is deemed to be interested (as such term is defined under the relevant statute) in approximately 30.93% of the equity interest in PCCW. PCCW is also the parent of the HKT Group. Our controlling shareholder is the executive chairman and an executive director of HKT Limited and HKT Management Limited (the trustee-manager of the HKT Trust), and, as of June 30, 2021, is deemed to be interested (as such term is defined under the relevant statute) in approximately 2.97% of the total number of share stapled units in issue of HKT Trust and HKT Limited. In addition, we provide

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certain services, including consulting and advisory support services, to and receive certain insurance services from, bolttech Holdings Limited, a company controlled by our controlling shareholder.

Swiss Re, the intermediate parent company of Swiss Re Asia, one of our shareholders, operates a reinsurance business and provides reinsurance services to us and we in turn receive reinsurance commissions from Swiss Re. Swiss Re Asia has the right to nominate two individuals to our board immediately prior to listing. For further details, see “Related Party Transactions.”

These relationships between our related parties and us could create, or appear to create, conflicts of interest. If any conflict of interest arises between our related parties and us, we cannot assure you that we will be able to resolve these conflicts on terms favorable to us given our controlling shareholder’s and Swiss Re’s respective ownership interests in us. If we fail to adequately address these conflicts of interests in our favor, we may be subject to regulatory scrutiny, which may adversely affect our business, financial condition and results of operations. Please also see “— Our weighted voting structure may limit your ability to influence corporate matters and could discourage others from pursuing any change of control that holders of our Class A ordinary shares and ADSs may view as beneficial.”

Negative news or publicity about our controlling shareholder may adversely affect our reputation, business and results of operations.

If our controlling shareholder or his affiliates are subject to negative publicity, and the negative publicity, even if untrue, causes our customers to lose confidence in our controlling shareholder, us or the FWD brand, it could have a material adverse effect on our brand image, reputation, business, results of operations and financial condition.

If our controlling shareholder sells all or a substantial portion of his ownership in us, our business, financial condition and results of operations could be adversely affected.

The shares held by our controlling shareholder will be subject to certain lock-up undertakings after this offering. Nevertheless, we cannot assure you that our controlling shareholder will not dispose of the shares he may own following the expiration of such lock-up period. If our controlling shareholder ceases to maintain a controlling stake in us or otherwise changes important elements of his strategic relationships with us, we may lose the advantages associated with these strategic relationships, which could have a material adverse effect on our business, financial condition and results of operations and our ability to meet our financial obligations as well as the value of the shares.

In addition, because we operate regulated businesses (under applicable insurance and financial services rules and regulations), any shareholder whose shareholding meets or exceeds certain thresholds (as specified under applicable rules and regulations) may need to be pre-approved by, or pre-notified to, regulators. Any failure to comply with such pre-approval or pre-notification requirements may affect our ability to continue to hold applicable licenses, which in turn could have a material adverse effect on our business, financial condition and results of operations.

RISKS RELATING TO THIS OFFERING

Because we do not expect to pay cash dividends in the foreseeable future after this offering, you may not receive any return on your investment unless you sell your Class A ordinary shares or ADSs for a price greater than that which you paid for them.

Dividend payments are not guaranteed, and the board of directors may decide, at its sole and absolute discretion, at any time and for any reason, not to pay dividends. If we do not pay dividends, or pay dividends at levels lower than those anticipated by investors, the market price of the ADSs may be negatively affected and the value of any investment in the ADSs may be reduced. Any payment of dividends may adversely affect our ability to fund capital expenditures. As a result, we may be required to raise capital by issuing equity securities, subordinated debt or other capital instruments, which may not be possible on favorable terms or at all.

Accordingly, the return on your investment in the ADSs will likely depend entirely upon any future price appreciation of the ADSs. There is no guarantee that the ADSs will appreciate in value after this

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offering or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in the ADSs and you may even lose your entire investment in the ADSs.

The trading price of our ADSs is likely to be volatile, which could result in substantial losses to investors.

The trading price of the ADSs is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located mainly in Asia that have listed their securities in the United States. The following factors, in addition to other factors described in this “Risk Factors” section and included elsewhere and incorporated by reference in this prospectus, may have a significant impact on the market price of our ADSs:

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our operating and financial performance, quarterly or annual earnings relative to similar companies;

•

publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

•

the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

•

announcements by us or our competitors of acquisitions, business plans or commercial relationships;

•

any major change in our board of directors or senior management;

•

sales of our equity securities by us, our directors, executive officers or our controlling shareholder;

•

adverse market reaction to any indebtedness we may incur or securities we may issue in the future;

•

short sales, hedging and other derivative transactions in our ordinary shares or ADSs;

•

exposure to capital market risks related to changes in interest rates, realized investment losses, credit spreads, equity prices, foreign exchange rates and performance of insurance-linked investments;

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our creditworthiness, financial condition, performance, and prospects;

•

our dividend policy and whether dividends on our ordinary shares have been, and are likely to be, declared and paid from time to time;

•

perceptions of the investment opportunity associated with our common stock relative to other investment alternatives;

•

regulatory or legal developments;

•

changes in general market, economic, and political conditions;

•

conditions or trends in our industry, geographies or customers;

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changes in accounting standards, policies, guidance, interpretations or principles; and

•

threatened or actual litigation or government investigations.

Any of these factors may result in large and sudden changes in the volume and price at which our ADSs will trade.

In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action suits. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, results of operations or prospects. Any adverse determination in litigation could also subject us to significant liabilities.

As our initial public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by our pre-IPO shareholders for their shares on a per ADS basis. As a result, you will experience immediate and

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substantial dilution of approximately US$      per ADS. See “Dilution” for a more complete description of how the value of your investment in ADSs will be diluted upon the completion of this offering.

Grants of share awards under our Equity Incentive Plans could result in dilution to our shareholders.

We adopted a Share Option and RSU Plan in 2017 for the purpose of granting share-based compensation awards to employees to incentivize their performance and align their interests with ours. The total fair value of RSUs and options granted during the years ended December 31, 2018, 2019 and 2020 and for the six months ended June 30, 2021 amounted to US$73 million, US$44 million, US$34 million and US$46 million, respectively. Such grants will continue to be recorded as an expense over the respective vesting periods. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Share-Based Compensation and Valuation of Share Options and RSUs.” In addition, we intend to adopt a One-Off Share Award Plan with a pool of           shares prior to completion of this offering. No grants shall be made under the One-Off Share Award Plan following the listing. Any additional grant of share-based awards, including options, by us will further increase our share-based compensation expense.

As of the date of this prospectus, RSUs and options in respect of    shares were granted and outstanding pursuant to the Share Option and RSU Plan, representing approximately      % of our issued share capital immediately following the completion of this offering). While no further awards will be made under the Share Option and RSU Plan and the One-Off Share Award Plan after the completion of this offering, we have adopted the Long-Term Incentive Plan, the Senior Executive Option Plan and the Employee Stock Purchase Plan pursuant to which we have reserved a further         shares for issuance in connection with equity incentive awards the vesting of which will increase the number of shares in issue and will result in a dilution of shareholders’ equity ownership interest in our company. Any actual or perceived sales of the additional shares by grantees of the RSUs and options following the vesting of their RSUs and options may adversely affect the market price of the ADSs.

Our weighted voting structure may limit your ability to influence corporate matters and could discourage others from pursuing any change of control that holders of our Class A ordinary shares and ADSs may view as beneficial.

Upon the completion of this offering and the concurrent private placement, we will adopt the dual-class voting structure such that our shares will consist of Class A ordinary shares and Class B ordinary shares. Based on our dual-class voting structure, in respect of matters requiring a shareholders’ vote, holders of Class A ordinary shares will be entitled to one vote per share, while holders of Class B ordinary shares will be entitled to 10 votes per share, respectively, on any resolution tabled at our general meetings, except for resolutions with respect to a number of matters in relation to which each Class B ordinary share is entitled to one vote, as specified in our amended and restated memorandum and articles of association, which will become effective immediately prior to the completion of this offering and the concurrent private placement. For more details, see “Description of Share Capital — Ordinary Shares — Voting Rights.”

Immediately after the completion of this offering and the concurrent private placement, Mr. Li will beneficially own           Class B ordinary shares which represent approximately    % of the voting rights in our company (assuming the over-allotment option is not exercised). As a result of the dual-class voting structure, but subject to a number of important limitations specified in our memorandum and articles of association, which will become effective immediately prior to the completion of this offering and the concurrent private placement, our controlling shareholder will be able to exercise control over certain matters requiring shareholder approval and, as a result, will have influence over our company and affairs.

This concentrated control may delay, defer or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of the ADSs. Our controlling shareholder’s interests may differ, or may not be aligned, with the interests of other shareholders. In addition, this concentrated control may limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover, or other change of control transactions that holders of Class A ordinary shares and ADSs may view as beneficial, which may adversely affect the trading price of the ADSs due to investors’ perception that conflicts of interest may exist or arise.

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The depositary for the ADSs will give us a discretionary proxy to vote our Class A ordinary shares underlying your ADSs at shareholders’ meetings if you do not give voting instructions to the depositary, except in limited circumstances, which could adversely affect your interests.

Under the deposit agreement for the ADSs, the depositary will give us a discretionary proxy to vote our Class A ordinary shares underlying your ADSs at shareholders’ meetings if you do not give voting instructions to the depositary, unless:

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we have failed to timely provide the depositary with our notice of meeting and related voting materials;

•

we have instructed the depositary that we do not wish a discretionary proxy to be given;

•

we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;

•

a matter to be voted on at the meeting would have a material adverse impact on shareholders; or

•

voting at the meeting is made on a show of hands.

The effect of this discretionary proxy is that, if you fail to give voting instructions to the depositary, you cannot prevent our Class A ordinary shares underlying your ADSs from being voted, absent the situations described above, and it may make it more difficult for shareholders to influence