Chapter 30

Due Diligence Guidelines –

Provision of Information to Analysts

Addendum 12: Suggested Rider for Agreement Among Underwriters

[Insert into representations, warranties and undertakings]

Option 1: warranty on receipt and solicitation of information

Each [Hong Kong / International] Underwriter severally represents and warrants to [name the Joint Sponsors] that no person employed by it or any of its associates or affiliates (being a person to whom paragraph 16 of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission applies) has received or solicited from the Company, its directors, employees or substantial shareholders, or from any of their respective advisers, whether directly or indirectly, any material information, including forward-looking information (whether qualitative or quantitative) concerning the Company that is not:

(i) reasonably expected to be included in the prospectus to be issued by the Company; or

(ii) publicly available;

and undertakes, for itself and on behalf of its associates and affiliates that none of the persons referred to above shall solicit or seek such information at any time up to and including the fortieth day immediately following the date on which the [Offer Price] is determined in accordance with Clause [•] of the [Hong Kong Underwriting / International Purchase] Agreement.

Option 2: warranty on full compliance with Para. 16

Each [Hong Kong / International] Underwriter severally:

(i) represents and warrants to [name the Joint Sponsors] that during the period from [date of appointment of the underwriters / date of the kick-off meeting] to the date of this Agreement, all persons employed by it or any of its associates or affiliates (being a person to whom paragraph 16 of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission applies) have been in full compliance with the requirements of paragraph 16 (“Paragraph 16”) of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission; and

(ii) undertakes for itself and on behalf of its associates and affiliates that the persons referred to in (i) shall continue to comply with such requirements up to and including the fortieth day immediately following the date on which the [Offer Price] is determined in accordance with Clause [•] of the [Hong Kong Underwriting / International Purchase] Agreement.