The Listing Agreement

Pursuant to Listing Rule 26.01, the issuer and the guarantor, in the cases of a guaranteed issue, are required to sign a “Listing Agreement” with the Hong Kong Stock Exchange (HKEX) in the form prescribed and provided by the HKEX by which they undertake to comply with the continuing obligations to which they will be subject as a condition of the listing of their debt securities. These obligations are designed to ensure that issuers keep the holders of their debt securities (and the public) fully informed of all factors which might affect their interests and treat the holders of their debt securities in a proper manner.

The Listing Agreement is required to be signed on the first occasion on which any of the issuer’s debt securities are listed and must be lodged with the HKEX three clear business days prior to the date of hearing of the application for listing by the Listing Committee. A certified copy of the resolution of the issuer’s board of directors or other governing body authorising the signing of the Listing Agreement must be lodged with the HKEX prior to the commencement of dealings.

Strict compliance with the Listing Agreement is essential to the maintenance of a fair and orderly securities market and helps to ensure that all users of the market have simultaneous access to the same information. The issuer should ensure that dealings do not take place between parties one of whom does not have inside information which the other possesses.

To maintain high standards of disclosure, the HKEX may require an issuer to announce further information, and impose additional requirements on it, where the HKEX considers that circumstances so justify. However, the HKEX will allow the issuer to make representations before imposing any requirements on it which are not imposed on listed issuers generally. The issuer must comply with the additional requirements failing which the HKEX may itself publish the information available to it. Conversely, the HKEX may be prepared to waive, vary or not require compliance with the terms of the Listing Agreement in a particular case, but may require the issuer to enter into an ancillary agreement as a condition of such dispensation.

Issuers must understand that the Listing Agreement creates binding obligations on the issuer and that failure to comply with the terms of the Listing Agreement or any such requirement for further information as is mentioned in Listing Rule 26.06 may lead to the suspension of dealings in or cancellation of the listing of their debt securities.

The HKEX may from time to time in its absolute discretion revise the terms of the Listing Agreement and related notes generally, subject to the approval of the Securities and Futures Commission. Such revisions will be communicated to issuers who will be expected to comply with them and may be required to enter into a new Listing Agreement in the revised form by way of confirmation.