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Appendix 29 Financial Adviser's Declaration (For Extreme Transaction)

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

………/……../…….

We, ......................................., are the financial adviser appointed by .................................. (the “Company”) on [Date] to perform due diligence on [a description of the proposed transaction] (the “Transaction”) as required under rules 13.87A and 14.53A(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Rules”) and have offices located at ................................................

Under Rules 13.87A and 14.53A(2), we declare to The Stock Exchange of Hong Kong Limited (the “Exchange”) that:

(a) having made reasonable due diligence inquiries, we have reasonable grounds to believe and do believe that:

(i) the acquisition targets (as defined in Rule 14.04(2A)) are able to meet the requirements under Rule 8.04 and Rule 8.05 (or Rule 8.05A or 8.05B). In addition, the enlarged group is able to meet all the new listing requirements in Chapter 8 of the Rules (except for Rule 8.05 and those rules agreed with the Exchange);
(ii) the Company’s circular contains sufficient particulars and information to enable a reasonable person to form as a result thereof a valid and justifiable opinion of the Transaction and the financial condition and profitability of the acquisition targets at the time of the issue of the circular;

(iii) the information in the non-expert sections of the circular:

(A) contains all information required by relevant legislation and rules;
(B) is true, accurate and complete in all material respects and not misleading or deceptive in any material respect, or, to the extent it consists of opinions or forward looking statements by the Company’s directors or any other person, such opinions or forward looking statements have been made after due and careful consideration and on bases and assumptions that are fair and reasonable; and
(C) does not omit any matters or facts the omission of which would make any information in the non-expert sections of a circular or any other part of the circular misleading in a material respect; and
(iv) there are no other material issues relating to the Transaction which, in our opinion, should be disclosed to the Exchange;

(b) in relation to each expert section in the circular, having made reasonable due diligence inquiries, we have reasonable grounds to believe and do believe (to the standard reasonably expected of a financial adviser which is not itself expert in the matters dealt with in the relevant expert section) that:

(i) where the expert does not conduct its own verification of any material factual information on which the expert is relying for the purposes of any part of the expert section, such factual information is true in all material respects and does not omit any material information. Factual information includes:

(A) factual information that the expert states it is relying on;
(B) factual information we believe the expert is relying on; and
(C) any supporting or supplementary information given by the expert or the Company to the Exchange relating to an expert section;
(ii) all material bases and assumptions on which the expert sections of the circular are founded are fair, reasonable and complete;
(iii) the expert is appropriately qualified, experienced and sufficiently resourced to give the relevant opinion;
(iv) the expert’s scope of work is appropriate to the opinion given and the opinion required to be given in the circumstances (where the scope of work is not set by a relevant professional body);
(v) the expert is independent from (1) the Company and its directors and controlling shareholder(s); (2) the counterparty to the Transaction and the acquisition targets; and (3) the directors and controlling shareholder(s) of the counterparty to the Transaction; and
(vi) the circular fairly represents the views of the expert and contains a fair copy of or extract from the expert’s report; and
(c) in relation to the information in the expert reports, we, as a non-expert, after performing reasonable due diligence inquiries, have no reasonable grounds to believe and do not believe that the information in the expert reports is untrue, misleading or contains any material omissions.
Signed: ...............................
Name: ...............................
For and on behalf of: ............................... [insert the name of financial adviser]
Dated: ...............................

 

Note: Each and every director of the financial adviser, and any officer or representative of the financial adviser supplying information sought in this form, should note that this form constitutes a record or document which is to be provided to the Exchange in connection with the performance of its functions under “relevant provisions” (as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571) as amended from time to time) and is likely to be relied upon by the Exchange. Therefore, you should be aware that giving to the Exchange any record or document which is false or misleading in a material particular will render relevant persons liable for prosecution for an offence under subsection 384(3) of the Securities and Futures Ordinance (Cap 571) as amended from time to time. If you have any queries you should consult the Exchange or your professional adviser immediately.