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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 overseas issuers or PRC issuers shall include the information necessary to enable holders of their listed securities to obtain any relief from taxation to which they are entitled by reason of their holding of such securities (ref: A16.21 / GEM Rules 24.19 & 25. 31); for overseas issuers or PRC issuers, the statement of reserves available for distribution to shareholders required by paragraph 29 of Appendix 16 to the MBLRS or GEM Rule 18.37 should be calculated in accordance with any statutory provisions applicable in the issuer's place of incorporation or, in the absence of such provisions, with generally accepted accounting principles (ref: A16.29(2) / GEM Rules 24.21 & 25.33); and for PRC issuers, disclosures required by paragraphs 12-15 and 24 of Appendix 16 to the MBLRs relating to directors' biographical details, interests and short positions in shares, underlying shares and debentures, interests in transactions, arrangements or contracts, service contracts and emoluments also apply to the supervisors of the PRC issuers (similar requirements in GEM Rule 18.28). III. Applicability of the Hong Kong Companies Ordinance Paragraph 28 of Appendix 16 to the MBLRS specifically requires listed issuers, whether or not they are incorporated under the Hong Kong Companies Ordinance, to include disclosures required under the following provisions of the Hong Kong Companies Ordinance (Cap. 622) and subsidiary legislation (similar requirements in GEM Rules 24.20 and 25.32): In financial statements: (a) Section 383 - Notes to financial statements to contain information on directors' emoluments etc (b) Schedule 4 - Accounting Disclosures relating to . Part 1(1) Aggregate amount of authorized loans Part 1(2) Statement of financial position to be contained in notes to annual consolidated financial statements • Part 1(3) Subsidiary's financial statements must contain particulars of ultimate parent undertaking Part 2(1) Remuneration of auditor; and (c) Companies (Disclosure of Information about Benefits of Directors) Regulation In directors' report: (a) Section 390 - Contents of directors' report: general# (b) Section 470 - Permitted indemnity provision to be disclosed in directors' report (c) Section 543 - Disclosure of management contract (d) Schedule 5 - Content of Directors' Report: Business Review; and (e) Companies (Directors' Report) Regulation # Section 390(3)(b) of the Hong Kong Companies Ordinance (Cap. 622) as originally issued requires a company to disclose the names of the directors of its subsidiaries when the directors' report accompanies consolidated financial statements. However, this requirement was explicitly excluded from the level playing field requirements in the MBLRs and therefore issuers not incorporated under the Hong Kong Companies Ordinance were only required to disclose the names of directors of the holding company (Source: A16: Note 28.2) With effect from 1 February 2019, Section 390 has been amended such that there is no longer a requirement for a company incorporated under the Hong Kong Companies Ordinance to disclose the names of the directors of its subsidiaries in the directors' report, provided the list of names is available at the company's registered office or its website. Therefore, with effect from 1 February 2019, there is no longer a difference between issuers incorporated under the Hong Kong Companies Ordinance and issuers not incorporated under the Hong Kong Companies Ordinance in this regard, so far as disclosure in the directors' report is concerned. As a result of the above, in the "Statement of compliance" note in the financial statements of issuers not incorporated under the Hong Kong Companies Ordinance, the word "disclosure" is normally inserted before the words "requirements of the Hong Kong Companies Ordinance", in order to specify that the financial statements have complied with the disclosure aspects of the Hong Kong Companies Ordinance. G2 © 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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