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Investor Presentaiton

Appendix G Requirements applicable to entities not incorporated under the Hong Kong Companies Ordinance and listed on the Stock Exchange of Hong Kong In general, overseas issuers incorporated in the common law jurisdictions of Bermuda and Cayman Islands may list on the Stock Exchange of Hong Kong Limited (Exchange) and the Listing Rules apply as much to them as to issuers incorporated under the Hong Kong Companies Ordinance, subject to the additional requirements set out or referred to in Chapter 19 of the Main Board Listing Rules (MBLRS) (or Chapter 24 of the GEM Listing Rules in the case of listing on GEM). An issuer which is duly incorporated in Chinese Mainland as a joint stock limited company (defined as "PRC issuers" in Chapter 19A.04 of the MBLRs) may also list on the Exchange and the Listing Rules apply as much to them as to issuers incorporated under the Hong Kong Companies Ordinance, subject to additional requirements, modifications and exceptions set out or referred to in Chapter 19A of the MBLRs (or Chapter 25 of the GEM Listing Rules in the case of listing on GEM). This Appendix lists out areas where Chinese Mainland/overseas incorporated entities listed on the Exchange should take particular care, so far as financial reporting is concerned, with a focus on the differences compared to issuers incorporated under the Hong Kong Companies Ordinance. I. Auditor's report This Guide includes an illustrative audit report on the financial statements of an issuer incorporated under the Hong Kong Companies Ordinance prepared under Hong Kong Standard on Auditing 700 (Revised) on pages 23 - 27. The differences between this report and the reports to be issued by auditors when the listed issuer is not incorporated under the Hong Kong Companies Ordinance are summarised below. The full wording of the auditor's report applicable for Chinese Mainland, Cayman Islands or Bermuda incorporated issuers is included at the end of this Appendix: Elements of auditor's report Issuers incorporated under the Hong Kong Companies Ordinance Chinese Mainland or Cayman Islands incorporated issuers Bermuda incorporated issuers 1. Place of incorporation 2. Opinion 3. 4. Responsibilities of the directors for the consolidated financial statements Auditor's responsibilities for the audit of the consolidated financial statements Although it is not a requirement in HKSA 700 or ISA 700, in Hong Kong it is common practice to disclose the place of incorporation of the company below the title and the addressee of the auditor's report. • The auditor's opinion is referenced to the applicable financial reporting • framework and the Hong Kong . Companies Ordinance. The terms "financial position" and "financial performance" are specifically required to be used in the statement of the auditor's opinion by the Hong Kong Companies Ordinance. The description of the directors' responsibilities is referenced to the applicable financial reporting framework and the Hong Kong Companies Ordinance. The description of the auditor's responsibilities is referenced to section 405 of the Hong Kong Companies Ordinance. The auditor's opinion is referenced to the applicable financial reporting framework and the disclosure requirements of the Hong Kong Companies Ordinance. Any terms used in the statement of the auditor's opinion should follow the company law of the country of incorporation. If there is no specific term required by the relevant company law, then the terms "financial position" and "financial performance" may be used to be in line with the Hong Kong market. The description of the directors' responsibilities is referenced to the applicable financial reporting framework and the disclosure requirements of the Hong Kong Companies Ordinance. The description of the auditor's responsibilities is not referenced to any ordinance or legislation. The description of the auditor's responsibilities is referenced to Section 90 of the Bermuda Companies Act 1981. II. Disclosures of financial information under the Listing Rules Appendix 16 to the MBLRs and Chapter 18 of the GEM Listing Rules set out the minimum financial information that listed issuers should include in their financial reports, preliminary announcements, circulars etc. These apply equally to issuers incorporated under the Hong Kong Companies Ordinance and issuers not incorporated under the Hong Kong Companies Ordinance. However, both Appendix 16 and Chapter 18 also contain disclosure requirements concerning annual reports which are applicable only to overseas issuers and PRC issuers. These are summarised below: overseas issuers or PRC issuers shall include a statement, where applicable, that no pre-emptive rights exist in the jurisdictions in which the listed issuers are incorporated or otherwise established (ref: A16.20); G1 © 2023 KPMG, a Hong Kong partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited ("KPMG International"), a private English company limited by guarantee. All rights reserved.
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