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Investor Presentaiton

Pre-IPO equity investment (cont'd) PERMISSIBILITY OF SPECIAL RIGHTS/OBLIGATIONS (cont'd) Put or Exit Options - Disallowed: All put or exit options which grant pre-IPO investors the right to put back the investments to the applicant or its controlling shareholder. The only event in which a put or exit option is allowed is when the terms of the pre-IPO investment state that the put or exit option can only be exercised if listing does not take place. Director Nomination Rights - Disallowed: Pre-IPO investors may exercise a right to nominate or appoint a director before listing, BUT that director would be subject to the retirement and re-appointment requirements in the articles after listing. Veto rights - Disallowed: contractual right given to pre-IPO investors to veto the applicant's major corporate actions such as passing a resolution to wind up the company, any change to the business carried on by the group, and the amalgamation by any group member with any other company, etc. Anti-dilution Rights: Listing Rules provide that securities cannot be offered to the issuer's existing shareholders on a preferential basis and they must not be given preferential treatment in the allocation of securities. CHARLTONS 易周律师行 4
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