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Response to CSRC Abolishing the Requirement to review PRC Legal Opinions in respect of Overseas Incorporated Companies with Mainland Interests Seeking a Listing outside the Mainland

Corporate
Regulatory
02 Apr 2003

Response to
CSRC Abolishing the Requirement to review PRC Legal Opinions
in respect of
Overseas Incorporated Companies with Mainland Interests
Seeking a Listing outside the Mainland

The Securities and Futures Commission (SFC) and The Stock Exchange of Hong Kong Limited (the Exchange, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited) note that on 1 April 2003 China Securities Regulatory Commission (CSRC) issued a notice to abolish the requirement to review PRC legal opinions in respect of overseas incorporated companies with Mainland interests seeking a listing outside the Mainland. Accordingly, CSRC no longer issues "No-comment Letters" in these circumstances.

Companies listed or seeking to list on the Exchange must be duly incorporated or established under the laws of the relevant jurisdiction and must be in conformity with those laws. All companies within an issuer's group must also be duly incorporated or established and comply with relevant laws and regulations. This policy change of the CSRC has no material impact on the overseas incorporated companies with Mainland interests seeking a listing on the Exchange. These companies with Mainland interests will continue to be required to confirm that they comply with all applicable PRC laws and regulations. They are also required to disclose in their prospectus where there are issues arising out of their compliance with the relevant laws and regulations, not least issues relating to legality of incorporation and/or operations.

The CSRC, the SFC and the Exchange have exchanged views on the possible impact of the recent policy change and will continue to work closely together on regulatory cooperation.

Updated 02 Apr 2003

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