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Form J Declaration in relation to certain listing documents issued by an issuer

This declaration must, in the circumstances referred to in rule 6A.35 of the GEM Listing Rules, be lodged with The Stock Exchange of Hong Kong Limited (the "Exchange"), duly completed, prior to the issue of the listing document.

To: The Listing Division
The Stock Exchange of Hong Kong Limited

. . . / . . . / . . .

Dear Sirs,

Re: . . . . . . . . . . . . . . (state name of issuer) (the "applicant")

We, . . . . . . . . . . . . . . , being financial adviser to the applicant, hereby confirm that:—

(1) all the documents required by the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") to be submitted to the Exchange prior to issue of the listing document have been so submitted; and
(2) we have satisfied ourselves, to the best of our knowledge and belief, having made due and careful enquiries that the listing document is in compliance with the GEM Listing Rules and that:—
(a) the information contained in the listing document is accurate and complete in all material respects and not misleading;
(b) there are no other matters the omission of which would make any statement in the listing document misleading;
(c) all opinions of the directors of the applicant expressed in the listing document have been arrived at after due and careful consideration on their part and are founded on bases and assumptions that are fair and reasonable; and
(d) the directors of the applicant have made sufficient enquiries so as to enable them to give the confirmations set out in the "responsibility statement" contained in the listing document.

Yours faithfully,

Signed: . . . . . . . . . . . . . .
Name: . . . . . . . . . . . . . .

(Principal)

Signed: . . . . . . . . . . . . . .

Name: . . . . . . . . . . . . . .

(Principal)

For and on behalf of
Name of Sponsor:

. . . . . . . . . .

NOTES

(1) This declaration must be read in conjunction with the full text of the GEM Listing Rules and the notes provided herein do not replace or limit the effect of the GEM Listing Rules.
(2) Where a listed issuer appoints, in connection with the issue, a party admitted to the Commission's public register of licensed persons and registered institutions other than the Compliance Adviser appointed by the issuer for the purposes of rules 6A.19 and 6A.20, the newly appointed adviser is responsible for completing and lodging this form (see rule 6A.37).