Fidelity WorldWide Fund

Transcription

1 Fidelity WorldWide Fund Explanatory Memorandum

2 FIDELITY WORLDWIDE FUND NOTICE TO UNITHOLDERS This Notice is important and requires your immediate attention. If you are in any doubt about the contents of this document, you should seek independent professional advice. FIL Investment Management (Hong Kong) Limited, being the Manager of the Fidelity WorldWide Fund ( Fund ) accepts full responsibility for the accuracy of the information contained in this Notice, and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading. Terms used in this Notice bear the same meaning as in the Explanatory Memorandum dated February 2015, as amended by the First Addendum dated April 2016 and the Second Addendum dated April 2017 ( Explanatory Memorandum ), unless otherwise defined. Dear Unitholders, Termination of the Fund and its Sub-Funds We are writing to inform you that, for the reasons outlined below, we have decided to terminate the Fund, together with its sub-funds, namely Fidelity WorldWide Fund Global Equity Income Fund, Fidelity WorldWide Fund China A Select Fund and Fidelity WorldWide Fund RMB Bond Fund (each a Sub-Fund and collectively, the Sub-Funds ) with effect from 8 March 2018 (the Termination Date ). Reasons for Termination Fidelity WorldWide Fund Global Equity Income Fund and Fidelity Worldwide Fund RMB Bond Fund have not made a significant impact in the market and are unlikely to do so in the foreseeable future. We review the performance of the above Sub-Funds on a regular basis and with no substantial growth potential in future, we believe it is difficult to continue to manage the above Sub-Funds in a cost efficient manner. As such, it would be in the best interests of Unitholders to terminate Fidelity WorldWide Fund Global Equity Income Fund and Fidelity Worldwide Fund RMB Bond Fund. As at the date hereof, Fidelity WorldWide Fund China A Select Fund has not been launched and as such, it has no investor and assets. However, having considered the current market conditions and investment trends, we do not intend to launch Fidelity WorldWide Fund China A Select Fund and propose to terminate Fidelity WorldWide Fund China A Select Fund. As the Sub-Funds are the only sub-funds of the Fund, the Fund will be terminated concurrently with the termination of the Sub-Funds. The termination of the Fund and the Sub-Funds will be made pursuant to Clause 27.3(a) of the Trust Deed of the Fund dated 17 October 2012 (as amended from time to time) (the Trust Deed ), which provides that the Manager has the absolute discretion to terminate the Fund and the Sub-Funds by notice in writing to Unitholders if on any date, in relation to the Fund, the aggregate Net Asset Value of all Units outstanding thereunder shall be less than US$50 million. The termination of the Fund and the Sub-Funds on the ground set out under Clause 27.3(a) of the Trust Deed will not be subject to Unitholders approval. As at 31 October 2017, the Net Asset Value of each of the Sub-Funds was as follows: Name of the Sub-Funds Fidelity WorldWide Fund Global Equity Income Fund Fidelity WorldWide Fund RMB Bond Fund Fidelity WorldWide Fund China A Select Fund Aggregate Net Asset Value of All Units of the Fund: Net Asset Value USD3,318, RMB138,655, (approximately USD20,914,624.33) N/A (not launched) USD24,233,

3 Implications of Termination With effect from the date of this Notice, the Fund and the Sub-Funds will not be allowed to be marketed to the public in Hong Kong and shall not accept any subscription from investors, except for investment (excluding top-up) through existing regular investment plans. In addition, the Manager will realise the underlying investments of Fidelity WorldWide Fund Global Equity Income Fund and Fidelity WorldWide Fund RMB Bond Fund (the Underlying Investments ) upon issuance of this Notice and up until the Termination Date, having regard to the interests of the investors and other factors including market conditions, size of redemption requests and portfolio composition at the relevant time. To ensure fairness of the investors, the Manager will monitor the level of net redemption, and where appropriate, apply price adjustment pursuant to the section headed Price Adjustment Policy (Swing Pricing and Dilution Levy) in the Explanatory Memorandum to protect interests of the investors. Immediately following the termination of the Fund and the Sub-Funds, we will apply to the Securities and Futures Commission ( SFC ) for withdrawal of authorisation of the Fund and the Sub-Funds as well as their offering documents. Fidelity WorldWide Fund RMB Bond Fund While the relevant transaction costs associated with the termination will be borne by the relevant Sub-Funds, the Manager intends to keep the total expense ratio of Fidelity WorldWide Fund RMB Bond Fund at no more than 1% of the Net Asset Value of this Sub-Fund, and as such, any ongoing expenses incurred above this cap will be borne by the Manager. In addition, in view of the realisation of underlying investments towards the Termination Date, it is expected that: the level of monthly distribution for Class A-MINCOME(G)-RMB will decrease towards the Termination Date; and a decreased amount of distribution or no distribution will be made for Class A-MDIST-RMB towards the Termination Date. Total Expense Ratio As at 31 October 2017, the annualised total expense ratio ( TER ) for each Sub-Fund is as follows: Name of the Sub-Funds Fidelity WorldWide Fund Global Equity Income Fund Class A-ACC USD Class I-ACC USD Fidelity WorldWide Fund RMB Bond Fund Class A-ACC-RMB Class A-ACC-USD Class A-Mdist-RMB Class A-Mincome(G)-RMB Fidelity WorldWide Fund China A Select Fund TER 2.55% 2.18% 0.99% 0.99% 0.99% 1.00% N/A (not launched) The TER is an annualised figure which was calculated by dividing the total expenses charged to the relevant Sub-Fund for the period from 1 January 2017 to 31 October 2017 by its average Net Asset Value over the same period and annualised to full year and is expressed in percentage terms. Estimated Costs of Termination The total costs and expenses of the termination are estimated to be HKD240,000, which will be borne by the Manager. Further, the Fund and Fidelity WorldWide Fund RMB Bond Fund do not have any unamortised preliminary expenses as at the date of this Notice. The unamortised preliminary expenses of Fidelity WorldWide Fund Global Equity Income Fund and Fidelity WorldWide Fund China A Select Fund will be borne by the Manager. Options Available to Unitholders 2 You may redeem your Units of Fidelity WorldWide Fund Global Equity Income Fund and Fidelity Worldwide Fund RMB Bond Fund, free of any redemption charge, or switch your Units of Fidelity WorldWide Fund Global Equity Income Fund and Fidelity Worldwide Fund RMB Bond Fund into another SFC-authorised fund managed by the Manager, free of any switching charge, on any Dealing Day before the Dealing Deadline (i.e. 5:00 p.m. (Hong Kong time)) on or before 1 March 2018 in accordance with the procedures set out in Redemption of Units in the Explanatory Memorandum. For the avoidance of doubt, free redemption and free switching will be offered to Unitholders from the date of this Notice to 1 March 2018.

4 No action is required if Unitholders choose not to exercise their right to redeem. All investments and property of the Fund and the Sub-Funds will be realised and all net cash proceeds derived from the realisation of such investments and property will be distributed to the Unitholders in proportion to their respective interests in the relevant Sub-Fund as at the Termination Date pursuant to Clause 27.8 of the Trust Deed. Waiver from 11.6 of the Code Under Chapter 11.6 of the SFC s Code on Unit Trusts and Mutual Funds (the Code ), the Manager is required to publish and distribute annual reports and accounts containing the information required under Appendix E to the Code to Unitholders within four months of the end of the Fund s financial year (which ends on 31 December in each year). As an alternative to the distribution of printed financial reports, Chapter 11.6 also provides that Unitholders may be notified of where such reports, in printed and electronic forms, can be obtained within the relevant time frame. Since the Manager will realise the underlying investments of Fidelity WorldWide Fund Global Equity Income Fund and Fidelity WorldWide Fund RMB Bond Fund upon issuance of this Notice and up until the Termination Date, the Manager envisages that the accounts of the Fund should be relatively simple and straightforward. With a view to minimising operational costs, the Manager has applied to the SFC for, and has been granted, a waiver from strict compliance with the abovementioned requirements under Chapter 11.6 of the Code such that, to the extent the Termination Date falls within the first four months of the relevant financial year (the relevant financial year ), the annual report for the preceding year will be combined with the termination audit of the Fund covering the period from 1 January of the year preceding the relevant financial year to the Termination Date (the Termination Audit Period ). The waiver shall be subject to the following conditions: (a) the contents of the annual report for the Termination Audit Period (the Termination Audit Report ) shall comply with the requirements under 4.5(f) and Appendix E to the Code, and all other applicable provisions of the Code, other applicable laws and regulations; (b) if the Termination Date falls within the first four months of the relevant financial year and the waiver becomes applicable, the Manager shall notify the Unitholders by way of a notice as soon as practicable before the annual report for the year preceding the relevant financial year is due. Such announcement shall notify the Unitholders of, among other things: (c) (i) when the Termination Audit Report will be published; (ii) the start and end dates of the Termination Audit Period; and (iii) where the Termination Audit Report, in printed and electronic forms, can be obtained; and the Termination Audit Report shall be published on the Manager s website as soon as practicable and in any event no later than three months after the Termination Date (i.e. not more than 19 months from 1 January of the year preceding the relevant financial year), and will remain published on the Manager s website for a period of at least one year after the date on which the Fund and the Sub-Funds are deauthorised from the SFC. The Manager confirms that, save as otherwise disclosed in this Notice, the Manager will continue to comply with all other applicable provisions of the Code, the applicable provisions in the Trust Deed and other applicable laws and regulations in respect of the Fund and the Sub-Funds. In addition, the Manager confirms that the Unitholders will not be prejudiced from the waiver from Chapter 11.6 of the Code. Termination Audit Report As the Termination Date is expected to be on or around 8 March 2018, which falls within the first four months of the relevant financial year (being the financial year beginning 1 January 2018), the Manager hereby notifies Unitholders that the annual report and audited accounts of the year ended 31 December 2017 will be combined with the termination audit of the Fund covering the Termination Audit Period, being the period from 1 January 2017 to the Termination Date. The Termination Audit Report will be published at the website 1 as soon as practicable and in any event no later than three months of the Termination Date (i.e., expected to be no later than 8 June 2018). Printed copies will also be available upon request free of charge at any time during normal business hours on any Business Day at the Manager s office. If there are any changes to the dates and arrangements mentioned herein, the Manager will issue a notice informing Unitholders of the revised dates and arrangements. Hong Kong Tax Implication The Fund and the Sub-Funds are exempted from Profits Tax, in respect of their authorised activities, in Hong Kong so long as they are authorised by the SFC as a collective investment scheme under section 104 of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) for offer to the public in Hong Kong. 1 This website has not been reviewed by the SFC. 3

5 Profits arising on the disposal / redemption of any Units will only be subject to Profits Tax for Unitholders who carry on a trade or business in Hong Kong where the profits, not being regarded as capital in nature, arise from such trade or business and are sourced in Hong Kong. Unitholders who do not carry on a trade or business in Hong Kong will not be liable to Profits Tax in respect of any gains from the disposal / redemption of such Units. Distributions received by Unitholders from their investments in the Units would generally not be chargeable to tax in Hong Kong (whether by way of withholding or otherwise). However, investors are recommended to consult their own professional advisers on the consequences to them arising from the termination of the Fund and the Sub-Funds. Documents Available for Inspection Copies of the following documents are available for inspection free of charge during normal working hours at our offices at Level 21, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong, and copies thereof may be obtained from us upon payment of a reasonable fee: (a) (b) (c) (d) (e) the Trust Deed, and any supplemental deeds; the Explanatory Memorandum, and any addendums; the Product Key Facts Statement; all material contracts (as specified in the Explanatory Memorandum); and the latest financial reports of the Fund. Enquiries If you have any questions or require further information related to the contents of this Notice, please contact us at the above address or by telephone at (852) FIL Investment Management (Hong Kong) Limited 30 November International Toll-free Number: , available to calls from Australia, Canada, Japan, South Korea, Malaysia, New Zealand, the Philippines, Singapore, Taiwan, Thailand and USA. Service may not be available for certain mobile carriers. The + sign represents the International Access Prefix. China Toll-free Number: The Fidelity Investor Hotline is available from 9am to 6pm, Monday to Friday (except Hong Kong public holidays). 4

6 Fidelity WorldWide Fund Second Addendum to the Explanatory Memorandum dated February 2015 Important If you are in any doubt about the contents of this document, you should seek independent professional financial advice. This Second Addendum supplements and forms part of, and should be read together with, the Explanatory Memorandum for the Fidelity WorldWide Fund (the Fund ) dated February 2015, as amended by the First Addendum dated April 2016 (the Explanatory Memorandum ). Words and expressions defined in the Explanatory Memorandum shall have the same meanings in this Second Addendum. All other provisions contained in the Explanatory Memorandum, unless inconsistent with the provisions set forth in this Second Addendum, shall continue to apply. The Explanatory Memorandum is amended as follows: 1. Change of Directors of the Manager The column entitled Directors of the Manager under the section headed ADMINISTRATION as amended by the First Addendum shall be deleted in its entirety and replaced with the following:- Directors of the Manager Mark Talbot Brad Fresia Timothy Orchard Olivier Szwarcberg 2. Updates to the Mainland China Tax Disclosure (a) The risk factor headed China tax considerations under the section headed RISK FACTORS shall be deleted in its entirety and replaced with the following:- Mainland China tax considerations By investing in China Securities and CAAPs, a Sub-Fund may be subject to taxes imposed in Mainland China. The Fund or a Sub-Fund may invest in China Securities via the QFII or RQFII status of the Manager or other QFII or RQFII holders. Any tax imposed on a QFII or RQFII in respect of the China Securities invested by the relevant Sub-Fund will be passed on to the Sub-Fund and the asset value of the Sub-Fund will be reduced accordingly. In the absence of specific rules governing taxes on foreign institutional investors, including QFIIs and RQFIIs, the Mainland China income tax treatment should be governed by the general tax law of Mainland China. Corporate Income Tax: If the Fund or Sub-Fund is considered as a Mainland China tax resident enterprise, it will be subject to People s Republic of China Corporate Income Tax ( CIT ) at 25% on its worldwide taxable income. If the Fund or Sub-Fund is considered as a non- Mainland China tax resident enterprise but has an establishment or place of business or a permanent establishment ( PE ) in Mainland China, the profits and gains attributable to that PE would be subject to CIT at 25%. However, if the Fund or Sub-Fund is considered not to be a Mainland China tax resident and does not establish any PE in Mainland China (or has PE in Mainland China but income derived is not effectively connected with such PE), it is subject to withholding income tax in Mainland China ( WIT ) at the rate of 10% for dividends, interest, royalty, rental and other income (mainly referring to capital gains) from Mainland Chinese sources unless such WIT is subject to reduction or exemption in accordance with the applicable tax treaty signed with Mainland China. It is the intention of the Manager to operate the affairs of the Manager (if applicable in its capacity as RQFII) and the relevant Sub-Fund such that they should not be treated as Mainland China tax resident enterprises or non-mainland China tax resident enterprises with a PE in Mainland China for CIT purposes, although this cannot be guaranteed. If the Fund or Sub-Fund is a non- Mainland China tax resident enterprise, without PE in Mainland China, the income derived by it from the investment in China Securities and CAAPs would be subject to 10% WIT in Mainland China, unless exempt or reduced under the relevant tax treaty. Dividend and Interest Unless a specific exemption or reduction is available under current Mainland China tax laws and regulations or relevant tax treaties, non-mainland China tax resident enterprises without PE in Mainland China are subject to WIT, generally at a rate of 10%, to the extent they directly derive Mainland China sourced passive income. April

7 Mainland China sourced passive income (such as dividend income or interest income) may arise from investments in China Securities. Accordingly, the Sub-Fund may be indirectly subject to WIT and/or other Mainland China taxes on any cash dividends, distributions and interest that the Sub-Fund receives from investment in China Securities. Under the CIT Law, interests derived from government bonds issued by the in-charge Finance Bureau of the State Council, or bonds issued by local government of a province, autonomous region, municipality directly under the Central Government, or municipality separately listed on the state plan, as approved by the State Council, are exempt from Mainland China income tax. Under the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income (the Mainland-HK Arrangement ), the WIT charged on interest received by Hong Kong resident holders of debt instruments will be 7% of the gross amount of the interest, if the Hong Kong tax residents are the beneficial owners of such debt instruments, subject to the approval of the Mainland Chinese tax authorities. However, there are still uncertainties as to how the Mainland Chinese tax authorities will assess the beneficial ownership for investment fund cases and whether the relevant Sub-Fund can obtain approval from the Mainland Chinese tax authorities for this preferential rate. The Manager will continue to review the position including the views of the Mainland Chinese tax authorities, the administrative requirements for seeking such approvals and the costs and uncertainty of seeking approvals. The Manager may seek to apply for such approval from the Mainland Chinese tax authorities in relation to the relevant Sub-Fund, although this cannot be guaranteed. If the relevant approval is not obtained, the general WIT rate of 10% will be applicable to the relevant Sub-Fund on interest received directly or indirectly by the relevant Sub-Fund. Capital Gain For a foreign enterprise that is not a Mainland China tax resident enterprise and has no PE in Mainland China, a 10% WIT would be imposed on the Mainland China-sourced capital gains derived by it, unless exempt or reduced under the relevant tax treaty entered into by Mainland China. The Mainland-HK Arrangement exempts Hong Kong residents from Mainland China tax on certain capital gains. But, as noted above under Dividend and Interest, the ability of the relevant Sub-funds to benefit under the Mainland-HK Arrangement is currently uncertain. The Ministry of Finance of the People s Republic of China ( MoF ), the State Administration of Taxation of the People s Republic of China ( SAT ) and the China Securities Regulatory Commission issued the Notice on the temporary exemption of Corporate Income Tax on capital gains derived from the transfer of equity investment assets such as Mainland China domestic stocks by QFII and RQFII (Caishui [2014] No. 79) on 14 November 2014 (the Notice No. 79 ). Notice No. 79 states that QFIIs and RQFIIs (without a PE in Mainland China or having a PE in Mainland China but the income so derived in Mainland China is not effectively connected with such PE) will be temporarily exempted from WIT on gains derived from the trading of Mainland China equity investment (including China A-Shares) effective from 17 November Caishui [2014] No.81 (the Notice No. 81 ), released with Notice No. 79, deals with the Mainland China taxation rules in relation to the Shanghai-Hong Kong Stock Connect. Under Notice No. 81, corporate income tax, business tax, and individual income tax will be temporarily exempted on gains derived by foreign investors on the trading of China A-Shares through the Shanghai-Hong Kong Stock Connect. Caishui [2016] No. 127 (the Notice No. 127 ) deals with the Mainland China taxation rules in relation to the Shenzhen-Hong Kong Stock Connect. Under Notice No. 127, corporate income tax and individual income tax will be temporarily exempted on gains derived by foreign investors on the trading of China A-Shares through the Shenzhen-Hong Kong Stock Connect. For the purpose of this risk factor headed Mainland China tax considerations only, the Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect are collectively referred to as the Stock Connect. In addition, dividends remain subject to 10% withholding tax and the company distributing the dividend has the withholding obligation. These pronouncements only exempt gains on China A shares. In practice, the Mainland Chinese tax authorities have not enforced collection of WIT from non-mainland Chinese tax resident enterprises on gains realized from Mainland China equity securities other than China A shares. Separately, whilst neither Notice No.79, Notice No. 81 nor Notice No. 127 cover the WIT imposed on gains derived from the transfer of Mainland China debt securities, currently the Mainland Chinese tax authorities have not asserted such gains are taxable Mainland China sourced gains in respect of non-mainland Chinese tax resident enterprises with no PE in Mainland China. Certain Sub-Funds may invest in CAAPs. Certain CAAP issuers may, having regard to the terms of the relevant CAAPs, pass through Mainland China tax on the CAAP issuer s underlying hedge arrangements. In light of the notices issued by the MOF, CSRC and the SAT on the taxation of China A-Shares and having consulted professional and independent tax advisers, the Manager does not currently expect CAAP issuers to withhold amounts on account of tax. Value Added Tax ( VAT ) and other surtaxes: The MoF and SAT issued the Notice on the Comprehensive Roll-out of the B2V Transformation Pilot Program (the B2V Pilot Program ) (Caishui [2016] No. 36) (the Notice No. 36 ) on 23 March The Notice No. 36 sets out that the B2V Pilot Program covers all the remaining industries of the program, including financial services. The Notice No. 36 took effect from 1 May 2016, unless otherwise stipulated therein. The Notice No. 36 provides that VAT at 6% shall be levied on the difference between the selling and buying prices of those marketable securities, e.g. China A-Shares. The Notice No. 36 also provides that gains derived by QFIIs from 2 April 2017

8 trading of marketable securities are exempt from VAT. Pursuant to the Supplementary Notice on the VAT Policy on Interbank Transactions and Other Financial Institutions (Caishui [2016] No. 70) jointly issued by MoF and SAT on 30 June 2016 and which took effect retrospectively on 1 May 2016, income derived by RQFIIs from the purchase and sale of marketable securities is also exempt from VAT. In addition, deposit interest income and interest received from government bonds and local government bonds are also exempt from VAT. Based on the prevailing VAT regulations, capital gains derived by (i) QFIIs / RQFIIs on trading of marketable securities and (ii) investors via the Stock Connect are exempted from VAT. Therefore, to the extent that the Sub-Fund s investments (such as China A-Shares through the Stock Connect or CAAPs) are conducted through these channels, either by the Sub- Fund directly or via CAAP issuers, the capital gains should be exempted from VAT. These pronouncements cover China A-shares. In practice, the Mainland Chinese tax authorities have not enforced collection of VAT from non-mainland Chinese tax resident enterprises on gains realized from Mainland China equity securities other than China A-Shares. The prevailing VAT regulations do not specifically exempt VAT on interest received by QFIIs and RQFIIs. Interest income on non-government bonds (including corporate bonds) should be subject to 6% VAT. Dividend income or profit distributions on equity investment derived from Mainland China are not included in the taxable scope of VAT. In addition, urban maintenance and construction tax (currently at the rate ranging from 1% to 7%), educational surcharge (currently at the rate of 3%) and local educational surcharge (currently at the rate of 2%) are imposed based on the VAT liabilities. The applicable levies depend on the location where VAT filing (if required) is done. For example, Shanghai imposes river maintenance levy at 1% on VAT payable; while Beijing does not currently impose any local levy. Stamp duty: Stamp duty under Mainland China laws generally applies to the execution and receipt of all taxable documents listed in the People s Republic of China s Provisional Rules on Stamp Duty. Stamp duty is levied on the execution or receipt in Mainland China of certain documents, including contracts for the sale of China A-Shares and China B-Shares traded on the Mainland China stock exchanges, at the rate of 0.1%. In the case of contracts for sale of China A-Shares and China B-Shares, such stamp duty is currently imposed on the seller but not on the purchaser. The Sub-Fund may be subject to stamp duty in its trading activities in domestic listed Mainland Chinese stocks as required by the relevant Mainland Chinese authorities from time to time, as applicable. No Mainland China stamp duty is payable in respect of the subscription, sale, redemption or disposal by other means of Units in the Sub-Fund given that the Units are not Mainland China listed stocks. The applicable stamp duty rate and the scope of stamp duty can change from time to time, possible with retroactive effect. Changes in tax law and administration: It is possible that the current tax laws, regulations and practice in Mainland China will change, including the possibility of taxes being applied retrospectively, and that such changes may result in higher taxation on Mainland Chinese investments than currently contemplated. Various tax reform policies have been implemented by the Mainland Chinese government in recent years, and existing tax laws and regulations may be revised or amended in the future. There is a possibility that the current tax laws, regulations and practice in Mainland China will be changed with retrospective effect in the future and any such change may have an adverse effect on the asset value of the relevant Sub-Fund. Moreover, there is no assurance that tax incentives currently offered to foreign companies, if any, will not be abolished and the existing tax laws and regulations will not be revised or amended in the future. Any changes in tax policies may reduce the after-tax profits of the companies in Mainland China which a Sub-Fund invests in, thereby reducing the income from, and/or value of the Units. (b) The sub-section headed China under the section headed TAXATION shall be deleted in its entirety and replaced with the following:- Investors should also refer to the Mainland China tax considerations under the section headed Risk Factors to inform themselves of possible tax consequences under the Mainland China laws. (c) The section headed PRC Tax Provisions under APPENDIX II - Fidelity WorldWide Fund - China A Select Fund shall be deleted in its entirety and replaced with the following:- Mainland China Tax Provisions For further details relating to Mainland China taxes and the associated risks, please refer to the risk factor headed Mainland China tax considerations under the Risk Factors section in the main part of the Explanatory Memorandum. April

9 The Manager currently intends to make provisions for any Mainland China taxes in respect of dividends received on China A-Shares (including those acquired through Stock Connect), CAAPs, China B-Shares and China H-Shares, at a rate of 10% (or such other rate as advised by the Sub-Fund s tax adviser from time to time). The Manager will keep Mainland China tax matters under review and may, upon consultation with the Sub-Fund s tax adviser and in its sole discretion, decide to make other provisions for Mainland China taxes in the future should, in the Manager s opinion, the circumstances warrant doing so. The Sub-Fund may recognize a gain or loss to the extent that any provision for tax made by the Sub-Fund in respect of such gains is more or less than any tax ultimately assessed. (d) The risk factor headed PRC tax risk under APPENDIX II - Fidelity WorldWide Fund - China A Select Fund shall be deleted in its entirety and replaced with the following:- Mainland China tax risk The Manager currently intends to only make provisions for any Mainland China taxes as set out in the section headed Mainland China Tax Provisions in this Appendix. The Sub-Fund may recognize a gain or loss to the extent that any provision for tax made by the Sub-Fund in respect of such gains is more or less than any tax ultimately assessed. In addition, there is a possibility that the current tax laws, regulations and practice in Mainland China will be changed with retrospective effect in the future and any such change may have an adverse effect on the asset value of the relevant Sub-Fund. Moreover, there is no assurance that tax incentives currently offered to foreign companies, if any, will not be abolished and the existing tax laws and regulations will not be revised or amended in the future. Any changes in tax policies may reduce the after-tax profits of the companies in Mainland China which a Sub-Fund invests in, thereby reducing the income from, and/or value of the Units. Please also refer to the section headed Mainland China Tax Provisions in this Appendix and the risk factor headed Mainland China tax considerations under the Risk Factors section in the main part of the Explanatory Memorandum for details. 3. Updates to Disclosure on Foreign Account Tax Compliance Act The third paragraph under the sub-section headed Foreign Account Tax Compliance Act ( FATCA ) under the heading Hong Kong under the section headed TAXATION shall be deleted in its entirety and replaced with the following:- Under the terms of the IGA each of the Fund and the Sub-Funds as a Hong Kong financial institution is not subject to any additional withholding for US taxes, unless it is considered to be in material non-compliance with the relevant requirements under FATCA or the IGA. In addition as the Fund does not pay US source income to Unitholders the Fund is not required to withhold any US taxes from distribution or redemption payments unless Hong Kong agrees with the US that such withholding should be applied. 4. Automatic Exchange of Financial Account Information The following shall be inserted as a new sub-section after the sub-section headed Foreign Account Tax Compliance Act ( FATCA ) under the heading Hong Kong under the section headed TAXATION :- Automatic Exchange of Financial Account Information The Inland Revenue (Amendment) (No.3) Ordinance 2016 (the Ordinance ) came into force on 30 June This is the legislative framework for the implementation in Hong Kong of the Standard for Automatic Exchange of Financial Account Information ( AEOI ). The AEOI requires financial institutions ( FI ) in Hong Kong to collect information relating to account holders with FIs, and report such information to the Inland Revenue Department of Hong Kong ( IRD ) which will be further exchanged with the jurisdiction(s) in which that account holder is a tax resident. Generally, tax information will be exchanged only with jurisdictions with which Hong Kong has a Competent Authority Agreement ( CAA ); however, the Fund and/or its agents may further collect information relating to residents of other jurisdictions. The Fund and the Sub-Funds are required to comply with the requirements of AEOI as implemented by Hong Kong, which means that the Fund, each Sub-Fund and/or its agents shall collect and provide to the IRD tax information relating to Unitholders and prospective investors. The AEOI rules as implemented by Hong Kong require the Fund to, amongst other things: (i) conduct due diligence on its accounts (i.e., Unitholders) to identify whether any such accounts are considered Reportable Accounts for AEOI purposes; and (ii) report to the IRD information on such Reportable Accounts. The IRD is expected on an annual basis to transmit the information reported to it to the government authorities of the relevant jurisdictions with which Hong Kong has signed a CAA. Broadly, AEOI contemplates that Hong Kong FIs should report on: (i) individuals or entities that are tax resident in a jurisdiction with which Hong Kong has signed a CAA; and (ii) certain entities controlled by individuals who are tax resident in such other jurisdiction. Under the Ordinance, various information including mandatory evidence of the tax residence of Unitholders would need to be obtained from new Unitholders. The Manager is also required to identify any existing Unitholder who may be reportable under AEOI rules. Such information, together with other details of Unitholders including account details and income or sale/redemption proceeds may be reported to the IRD and subsequently exchanged with government authorities in the relevant jurisdictions of tax residence. 4 April 2017

10 5. Liquidity Risk Management Policy The following shall be inserted as a new sub-section after the sub-section headed Conflicts of Interests :- LIQUIDITY RISK MANAGEMENT POLICY The Manager has established a liquidity risk management policy which enables it to identify, monitor and manage the liquidity risks of each Sub-Fund and to ensure that the liquidity profile of the investments of each Sub-Fund will facilitate compliance with the Sub-Fund s obligation to meet redemption requests. Such policy, combined with the liquidity management tools of the Manager, also seeks to achieve fair treatment of Unitholders and safeguard the interests of remaining Unitholders in case of sizeable redemptions. The Manager s liquidity risk management policy involves liquidity model which assesses liquidity profile for each Sub- Fund under both standard and stressed market scenarios, and modelling of liquidity demands having regard to factors such as investor concentration and redemption activities. Liquidity risks will also be monitored at different stage of the investment process on an ongoing basis. This includes, for example, regular monitoring of liquidity at both instruments and Sub-Fund levels, and process for liquidity risks oversight and escalation. The liquidity risk management policy is implemented by designated staff and committees. The oversight of liquidity risk management staff and other related responsibility are performed by the Manager s chief risk officer. In addition, the tools which may be employed by the Manager to manage liquidity risks include: The Manager is entitled to limit the number of Units of any Sub-Fund redeemed on any Dealing Day as set out in the sub-section entitled Redemption Procedure in the section headed REDEMPTION OF UNITS. the Manager may adjust the Issue Price and Redemption Price upwards or downwards as applicable to reflect the costs that may be deemed to be incurred in liquidating or purchasing investments to satisfy net daily transactions at the Sub-Fund s level, or charge a dilution levy when Units are bought or sold, as set out in the sub-section headed Price Adjustment Policy (Swing Pricing and Dilution Levy) under the section headed VALUATION. The Manager may borrow up to a permitted maximum amount of the latest available Net Asset Value of a Sub-Fund for the payment of redemption amounts. April

11 Fidelity WorldWide Fund First Addendum to the Explanatory Memorandum dated February 2015 Important If you are in any doubt about the contents of this document, you should seek independent professional financial advice. This First Addendum supplements and forms part of, and should be read together with, the Explanatory Memorandum for the Fidelity WorldWide Fund (the Fund ) dated February 2015 (the Explanatory Memorandum ). Words and expressions defined in the Explanatory Memorandum shall have the same meanings in this First Addendum. All other provisions contained in the Explanatory Memorandum, unless inconsistent with the provisions set forth in this First Addendum, shall continue to apply. The Explanatory Memorandum is amended as follows: 1. Update List of Directors of the Manager With immediate effect, the column entitled Directors of the Manager under the ADMINISTRATION section of the Explanatory Memorandum shall be deleted in its entirety and replaced with the following:- Directors of the Manager Mark Talbot Brad Fresia John Ford Joshua Pieterse 2. Change of Dealing Deadline With effect from 23 May 2016, the sub-sections headed Dealing Deadline in Appendix I Fidelity WorldWide Fund RMB Bond Fund, Appendix II Fidelity WorldWide Fund China A Select Fund and Appendix III Fidelity WorldWide Fund Global Equity Income Fund of the Explanatory Memorandum shall be deleted in its entirety and replaced with the following: - Dealing Deadline 5:00 p.m. (Hong Kong time) on the relevant Dealing Day. The Authorised Distributor(s) may impose different dealing deadlines for receiving instructions for subscriptions, redemptions or switching. Investors should pay attention to the arrangements of the Authorised Distributor(s) concerned. April

12 IMPORTANT INFORMATION FOR INVESTORS This Explanatory Memorandum together with the Product Key Facts Statement of each Sub-Fund form part of the offering document and comprises information relating to Fidelity WorldWide Fund, an open-ended unit trust established as an umbrella fund under the laws of Hong Kong by a trust deed dated 17 October 2012 (as amended from time to time) between FIL Investment Management (Hong Kong) Limited as manager and Cititrust Limited as trustee. The Manager accepts full responsibility for the accuracy of the information contained in this Explanatory Memorandum and the Product Key Facts Statement at the date of publication, and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement in this Explanatory Memorandum and the Product Key Facts Statement of each Sub-Fund misleading. However, neither the delivery of this Explanatory Memorandum / the Product Key Facts Statement of a Sub-Fund nor the offer or issue of Units shall under any circumstances constitute a representation that the information contained in this Explanatory Memorandum or the Product Key Facts Statement of each Sub-Fund is correct as of any time subsequent to such date. This Explanatory Memorandum as well as the Product Key Facts Statement of the relevant Sub-Fund may from time to time be updated. Intending applicants for Units should ask the Manager if any supplements or any later Explanatory Memorandum or Product Key Facts Statement have been issued. Distribution of this Explanatory Memorandum must be accompanied by a copy of the Product Key Facts Statement of each Sub-Fund and the latest available annual report and accounts of the Fund (if any) and any subsequent interim report. Units of the relevant Sub-Fund are offered on the basis only of the information contained in this Explanatory Memorandum, the Product Key Facts Statement and (where applicable) the above mentioned annual reports and accounts and interim reports. Any information given or representations made by any dealer, salesman or other person and (in either case) not contained in this Explanatory Memorandum or the Product Key Facts Statement of the relevant Sub-Fund should be regarded as unauthorised and accordingly must not be relied upon. The Fund and its Sub-Funds, namely Fidelity WorldWide Fund - RMB Bond Fund, Fidelity WorldWide Fund - China A Select Fund and Fidelity WorldWide Fund - Global Equity Income Fund, have been authorised by the SFC pursuant to section 104 of the SFO. The SFC s authorisation is not a recommendation or endorsement of the Fund and the aforesaid Sub-Funds nor does it guarantee the commercial merits of the Fund and the Sub-Funds or their performance. It does not mean the Fund or the aforesaid Sub-Funds are suitable for all investors nor is it an endorsement of its suitability for any particular investor or class of investors. No action has been taken to permit an offering of Units or the distribution of this Explanatory Memorandum (or the Product Key Facts Statement of the relevant Sub-Fund) in any jurisdiction other than Hong Kong where action would be required for such purposes. Accordingly, this Explanatory Memorandum and any Product Key Facts Statement may not be used for the purpose of an offer or solicitation in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised. In particular:- (a) the Units have not been registered under the United States Securities Act of 1933 (as amended) and, except in a transaction which does not violate such Act, may not be directly or indirectly offered or sold in the United States of America, or any of its territories or possessions or areas subject to its jurisdiction, or for the benefit of a US Person (as defined in Regulation S under such Act); and (b) the Fund has not been and will not be registered under the United States Investment Company Act of 1940 as amended. Potential applicants for Units should inform themselves as to (a) the possible tax consequences, (b) the legal requirements and (c) any foreign exchange restrictions or exchange control requirements which they might encounter under the laws of the countries of their incorporation, citizenship, residence or domicile and which might be relevant to the subscription, holding or disposal of Units. Investment involves risk and investors should note that losses may be sustained on their investment. There is no assurance that the investment objective of the respective Sub-Funds will be achieved. Investors should consider the section headed Risk Factors, and the section headed Specific Risk Factors (if any) in the relevant Appendix, before making their investment decisions. Important - If you are in any doubt about the contents of this Explanatory Memorandum and the Product Key Facts Statement of the relevant Sub-Fund, you should seek independent professional financial advice. Investors may contact the Manager by the following means if they have any enquiries or complaints in relation to any Sub-Fund:- By writing to Level 21, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong for the attention of FIL Investment Management (Hong Kong) Limited By calling the Manager s hotline at (852) The Manager will handle or channel to the relevant party any enquiries or complaints from investors and revert to the investors accordingly. Further Information Investors may access the website of the Manager at the website for further information on the Fund and any Sub-Fund, including this Explanatory Memorandum, annual reports and the latest Net Asset Value. Please note that the website does not form part of this Explanatory Memorandum. Also, it has not been reviewed by the SFC.

13 TABLE OF CONTENTS Heading Page Number ADMINISTRATION...1 DEFINITIONS...2 THE FUND...4 INVESTMENT OBJECTIVE...4 MANAGEMENT AND ADMINISTRATION OF THE FUND...4 CLASSES OF UNITS...5 DEALING DAY AND DEALING DEADLINE...5 PURCHASE OF UNITS...6 REDEMPTION OF UNITS...8 SWITCHING BETWEEN CLASSES / SUB-FUNDS...10 VALUATION...11 INVESTMENT AND BORROWING RESTRICTIONS...13 RISK FACTORS...15 EXPENSES AND CHARGES...21 TAXATION...23 REPORTS AND ACCOUNTS...24 DISTRIBUTION POLICY...24 INCOME EQUALISATION ARRANGEMENTS...24 VOTING RIGHTS...25 PUBLICATION OF PRICES...25 TRANSFER OF UNITS...25 COMPULSORY REDEMPTION OR TRANSFER OF UNITS...25 TRUST DEED...25 TERMINATION OF THE FUND OR ANY SUB-FUND...25 ANTI-MONEY LAUNDERING REGULATIONS...26 CONFLICTS OF INTEREST...26 DOCUMENTS AVAILABLE FOR INSPECTION...26 APPENDIX I FIDELITY WORLDWIDE FUND- RMB BOND FUND...27 APPENDIX II FIDELITY WORLDWIDE FUND - CHINA A SELECT FUND...33 APPENDIX III FIDELITY WORLDWIDE FUND - GLOBAL EQUITY INCOME FUND...44

14 ADMINISTRATION Manager and RQFII holder FIL Investment Management (Hong Kong) Limited Level 21 Two Pacific Place, 88 Queensway Admiralty Hong Kong Directors of the Manager Allan Liu Andrew Wells Mark Talbot Brad Fresia John Ford Sub-Manager FIL Investments International Oakhill House 130 Tonbridge Road Hildenborough Tonbridge Kent TN11 9DZ United Kingdom Trustee Cititrust Limited 50/F, Citibank Tower Citibank Plaza 3 Garden Road Central Hong Kong RQFII Custodian Industrial and Commercial Bank of China Limited 55 Fuxingmennei Street, Xicheng District Beijing China P.C: Custodian and Administrator Citibank, N.A., Hong Kong Branch 50/F, Citibank Tower Citibank Plaza 3 Garden Road Central Hong Kong Transfer Agent Citibank Europe plc 1 North Wall Quay 3rd Floor Dublin, 1 Ireland Auditors PricewaterhouseCoopers 22nd Floor, Prince s Building Central Hong Kong Solicitors to the Manager Deacons 5/F, Alexandra House 18 Chater Road Central Hong Kong Hong Kong Prospectus: Fidelity Funds February

15 DEFINITIONS The defined terms used in this Explanatory Memorandum and the Product Key Facts Statement of each Sub-Fund have the following meanings:- Accounting Date Administrator Accounting Period Authorised Distributor Business Day CAAP CAAP issuer China, Mainland China or PRC China A-Shares China B-Shares China H-Shares China Securities connected person CSRC Custodian Dealing Day Means 31 December in each year or such other date or dates in each year as the Manager may from time to time specify in respect of any Sub-Fund and notify to the Trustee and the Unitholders of such Sub-Fund Means Citibank N.A. Hong Kong Branch Means a period commencing on the date of establishment of the relevant Sub- Fund or on the date next following an Accounting Date of the relevant Sub-Fund and ending on the next succeeding Accounting Date for such Sub-Fund Means any person (including the Manager) appointed by the General Distributor to distribute Units of some or all of the Sub-Funds to potential investors Means a day (other than a Saturday and a Sunday) on which banks in Hong Kong are open for normal banking business or such other day or days as the Manager and the Trustee may determine from time to time, provided that where as a result of a number 8 typhoon signal, black rainstorm warning or other similar event, the period during which banks in Hong Kong are open on any day is reduced, such day shall not be a Business Day unless the Manager and the Trustee determine otherwise Means China A-Shares Access Product (including equity-linked notes and participatory notes) which are linked to China A-Shares and issued outside of China Means the issuer of a CAAP Means the People s Republic of China excluding Hong Kong, Macau and Taiwan for the purpose of this Explanatory Memorandum and the Product Key Facts Statement Means shares issued by companies listed on the Shanghai Stock Exchange or the Shenzhen Stock Exchange, traded in Renminbi and available for investment by domestic (Chinese) investors, holders of QFII or RQFII status and foreign strategic investors approved by the China Securities Regulatory Commission Means shares issued by companies listed on the Shanghai Stock Exchange or the Shenzhen Stock Exchange, traded in foreign currencies and available for investment by domestic (Chinese) investors and foreign investors Means shares issued by companies incorporated in the PRC and listed on the Hong Kong Stock Exchange Means China shares (including but not limited to China A-Shares, China B-Shares and China H-Shares), Renminbi denominated corporate and government bonds, securities investment fund and warrants listed on any stock exchanges (including but not limited to stock exchanges in the PRC, Hong Kong, Singapore, London and the United States) Means, in relation to the Manager: (a) any person, company or fund beneficially owning, directly or indirectly, 20% or more of the ordinary share capital of the Manager or being able to exercise, directly or indirectly, 20% or more of the total votes in the Manager; or (b) any person, company or fund controlled by a person who or which meets one or both of the descriptions given in (a); or (c) any member of the group of which the Manager forms part; or (d) any director or officer of the Manager or of any of its connected persons as defined in (a), (b) or (c) above Means the China Securities Regulatory Commission Means Citibank, N.A., Hong Kong Branch Means such days as described in the Appendix for the relevant Sub-Fund(s) 2 February 2015