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19C.01

In this Chapter, the following definitions apply:

"Foreign Private Issuer" as defined under Rule 405 of Regulation C of the U.S. Securities Act of 1933, as amended from time-to-time, and Rule 3b-4 of the U.S. Securities Exchange Act of 1934, as amended from time-to-time
"Grandfathered Greater China Issuer" a Greater China Issuer primary listed on a Qualifying Exchange on or before 15 December 2017
"Greater China Issuer" a Qualifying Issuer with its centre of gravity in Greater China
Note: The following are some of the factors that the Exchange will consider in determining whether a Qualifying Issuer has its centre of gravity in Greater China:
(a) whether the issuer has a listing in Greater China;
(b) where the issuer is incorporated;
(c) the issuer's history;
(d) where the issuer is headquartered;
(e) the issuer's place of central management and control;
(f) the location of the issuer's main business operations and assets;
(g) the location of the issuer's corporate and tax registration; and
(h) the nationality or country of residence of the issuer's management and controlling shareholder.
These factors are not exhaustive. The Exchange may take other factors into consideration in determining whether a Qualifying Issuer has its centre of gravity in Greater China.
"Non-Grandfathered Greater China Issuer" a Greater China Issuer that was primary listed on a Qualifying Exchange after 15 December 2017
"Non-Greater China Issuer" a Qualifying Issuer that is not a Greater China Issuer
"place of central management and control" the Exchange will consider the following factors to determine a Qualifying Issuer's place of central management and control:
(a) the location from where the issuer's senior management direct, control, and coordinate the issuer's activities;
(b) the location of the issuer's principal books and records; and
(c) the location of the issuer's business operations or assets
"Qualifying Exchange" The New York Stock Exchange LLC, Nasdaq Stock Market or the Main Market of the London Stock Exchange plc (and belonging to the UK Financial Conduct Authority's "Premium Listing" segment)
"Qualifying Issuer" an issuer primary listed on a Qualifying Exchange
"WVR structure" has the meaning given to it in rule 8A.02