HONG KONG CORPORATE FINANCE UPDATE // January 2016 or statement contains materially false, incomplete or misleading information; or where it is in the interest of maintaining an orderly and fair market, or is in the public interest, to do so. Where a direction is given, the relevant listed company and/or the exchange company (the Stock Exchange in this case) may make representations in writing to the SFC. After considering such representations, the SFC may permit dealings in the securities to recommence or direct the exchange company to cancel the listing of the securities. In the past, s.8 has been used only in exceptional circumstances where there is a very clear-cut and serious case for investigation. Its exceptional invocation in this case underpins what seems to be an ongoing trend in the SFC’s enforcement efforts: the message is clear that the regulator will not hesitate to use innovative and forceful measures to keep the market in good order. Further developments are awaited in this continuing saga. 07 Hong Kong Corporate Finance Update CONTACTS Bonnie Y.

Chan, Partner Paul Chow, Partner bonnie.chan@davispolk.com paul.chow@davispolk.com +852-2533-3308 +852-2533-3318 Antony Dapiran, Partner Martin Rogers, Partner antony.dapiran@davispolk.com martin.rogers@davispolk.com +852-2533-3306 +852-2533-3307 Defined terms: ASIFMA Asia Securities Industry & Financial Markets Association CO Companies Ordinance (Cap. 622 of the Laws of Hong Kong) ESG Environmental, social and governance HKMA Hong Kong Monetary Authority IPO Initial public offering Listing Rules The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited SFC The Securities and Futures Commission SFO Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) Stock Exchange The Stock Exchange of Hong Kong Limited Stock Market Listing Rules Securities and Futures (Stock Market Listing) Rules (Cap.

571V of the Laws of Hong Kong) Takeovers Code The Code on Takeovers and Mergers and Share Buy-backs VSD Very substantial disposal James Wadham, Partner james.wadham@davispolk.com +852-2533-3309 davispolk.com © 2016 Davis Polk & Wardwell Hong Kong Solicitors Davis Polk refers to Davis Polk & Wardwell LLP and its associated entities. January 2016 .