| Documents | Responsibility |
| Public Documents | |
| 1. Prospectus | All parties |
| 2. Application forms – public (white, yellow) | Sponsor/Sponsor Lawyers/Company Lawyers |
| 3. Share certificates and transfer forms | Registrar/Company/Sponsor Lawyers |
| 4. Cheques for return of excess application monies/Covering note | Registrar/Company/Sponsor Lawyers |
| 5. Letters of regret regarding unsuccessful applications and applications received after subscription lists closed | Registrar/Company/Sponsor Lawyers |
| Documents Supporting Prospectus | |
| 6. Company supporting schedule on profit forecast | Company/Accountants |
| 7. Indebtedness Statement | Company/Accountants |
| 8. Budget/cash flow/working capital | Company/Accountants |
| 9. Accountant report and audited accounts of Company for three years | Company/Accountants |
| 10. [Statement of adjustments for Accountants’ report] | Accountants |
| 11. Accountants’ comfort letter on profit forecast | Accountants |
| 12. Accountants’ comfort letter on indebtedness, working capital, banking facilities on other financial information | Accountants |
| 13. Accountants’ consent letter | Accountants |
| 14. Letters from banks confirming facilities provided/indebtedness | Company/Accountants |
| 15. Sponsors’ comfort letter on profit forecast | Sponsor |
| 16. Sponsors’ consent letter | Sponsor |
| 17. Estimate of expenses | Sponsor/Company |
| 18. Sponsor comfort letter on working capital statement | Sponsor |
| 19. Verification notes | Sponsor Lawyers |
| 20. Letter confirming registration of prospectus under Companies Ordinance | Company Lawyers |
| 21. Letter of confirmation of indebtedness | Company/Accountants |
| 22. Letter of confirmation of working capital | Company/Accountants |
| 23. Directors service agreements/ Supervisers service agreements | Company/Company Lawyers/ PRC Lawyers |
| 24. Property valuation | Valuers |
| 25. Valuer consent letter | Valuers |
| 26. Plant and machinery valuation report | Valuers |
| 27. PRC lawyers’ consent letter | PRC Lawyers |
| Underwriting and Placing Documents | |
| 28. “Red herring” proof prospectus | Sponsor/Printer |
| 29. Placing and Underwriting agreement | Sponsor Lawyers/Sponsor |
| 30. Agreement amongst Placing Underwriters | Sponsor/Sponsor Lawyer |
| 31. Sub-underwriting letters | Sponsor |
| 32. Invitation telex | Sponsor Lawyer/Sponsor |
| 33. Pricing agreement | Sponsor Lawyer/Sponsor |
| 34. Allotment telex | Sponsor Lawyer/Sponsor |
| 35. Stabilisation letter | Sponsor Lawyer/Sponsor |
| 36. Sponsor post-listing appointment letter | Sponsor Lawyer/Sponsor |
| 37. List of placees | Company/Sponsor |
| Reorganisation Documents and Approvals | |
| 38. Reorganisation agreement | Company/Company Lawyers/PRC Lawyers |
| 39. Documents for formation of the Company and other group companies as per reorganisation plan (Reorganisation Report) | Company/Company Lawyers/ PRC Lawyers |
| 40. Approvals for the reorganisation of the Company from the relevant PRC authorities (if required) | Company/PRC Lawyers |
| 41. Approvals for the Transfer of assets and land from the relevant PRC authorities (if required) | Company/PRC Lawyers |
| 42. Approval for the issue of shares by the Company from the relevant PRC authorities (if required) | Company/PRC Lawyers |
| 43. Application for confirmation of assets valuation | Company/PRC Lawyers |
| 44. Approval from the relevant authorities of income tax rate (if applicable) | Company/PRC Lawyers |
| Company Documents | |
| 45. Powers of Attorney from all directors to sign prospectus and to deal with all matter arising out of the Share Offer | Company/ Company Lawyers |
| 46. Articles of Association | Company/Company Lawyers/PRC Lawyers |
| 47. Material contracts | Company/Company Lawyers/PRC Lawyers |
| 48. Leasing/rental agreements (if any) | Company/Company Lawyers/PRC Lawyers |
| 49. Minutes of Board Meeting of Company :-determine issue price or authoriseappointment of directors and supervisorsAdopt Model Code for securities transactions by directors of listed companies and Code of Good Practiceapproved forecasts of profit, cash flow and dividend policyconfirm no material changes in financial or trading position ofthe Company as stated in Prospectusapprove Red herring/“U-proof” Prospectusconfirm directors’ interests as disclosed in Prospectusnote directors’ Prospectus liabilitiesapprove formal notice of Prospectusapprove bulk print of Prospectus and application formsauthorise signing of the placing and underwriting agreementapprove agreement and Registrar Agreementauthorise the issue of share certificates and adopt the securities sealapprove estimate of expensesapprove press announcementapprove signing of verification notesapprove listing on Stock Exchange including signing of Listing Agreementappoint Board Committeenote/approve signing of Powers of attorney from all directors to sign prospectus, directors statement of interests, directors responsibility letters, Listing agreementappoint new non-executive directors, if not already appointedconvene EGM | Company/Company Lawyers/PRC Lawyers |
| 50. Notice of EGM of the Company to, inter alia:approve an increase in authorised share capitalauthorise the Share Offeradopt new Articles | |
| 51. Consent to short notice for EGM | Company/Company Lawyers/PRC Lawyers |
| 52. Minutes of EGM | Company/Company Lawyers/PRC Lawyers |
| 53. Board minutes for approving placing results | Company/Company Lawyers/PRC Lawyers |
| 54. Buildings and fixture certificates | Company/PRC Lawyers |
| 55. Land documents | Company/PRC Lawyers |
| 56. Regulatory Certificates of Company/Holding Company/Associated Companies | Company/PRC Lawyers |
| Press Conference/Announcements | |
| 57. Formal notice of prospectus (English and Chinese) | Sponsor |
| 58. Announcement of allotment results (English and Chinese) | Sponsor/Company |
| 59. Announcement of placing results | Company/Sponsor |
| 60. Fund managers presentation/roadshow arrangements | Company/Sponsor/PR Company |
| 61. Presentation materials for press conference on the flotation | Company/Sponsor/PR Company |
| 62. Press release on the flotation | Company/Sponsor/PR Company |
| 63. [Announcement of exercise of over-allotment option (English & Chinese)] | |
| SEHK-related Documents | |
| 64. Form A1 | Sponsor/Company |
| 65. Form C1 | Sponsor/Company |
| 66. Submission re-connected party transaction | Company/Company Lawyers/Sponsor |
| 67. Directors statement of interests/ Supervisors statement of interests | Company/Company Lawyers |
| 68. Directors responsibility letters | Company/Company Lawyers |
| 69. Directors declarations and undertakings/ declaration and undertakings(if any) | Company/Company Lawyers |
| 70. Directors contract for compliance and arbitration / Supervisors contract for compliance and arbitration (if any) | Company/ Company Lawyers |
| 71. Company secretaries contract of compliance and arbitration | Company/ Sponsor |
| 72. [Rule 19.06 submission] | Sponsor Lawyers/Company Lawyers/Sponsor |
| 73. Listing agreement | Company/HKSE |
| 74. Approval in principle for listing of the shares from HKSE | Sponsor/HKSE |
| 75. Final approval of listing from HKSE | Sponsor/HKSE |
| Legal Opinions | |
| 76. PRC legal opinion on the Company establishment and legal status | PRC Lawyers |
| 77. PRC legal opinion for purpose of placing and underwriting agreement | PRC Lawyers |
| 78. PRC legal opinion/report (including placing and review) on land title and title of building and fixtures | PRC Lawyers |
| 79. PRC legal opinion in relation to Summary of PRC law and Articles of Association in Prospectus | PRC Lawyers |
| 80. Legal opinion (HK) re incorporation status of Company from HK lawyer | Company Lawyers |
| General | |
| 81. Miscellaneous filings under Hong Kong Companies Ordinance | Company/Company Lawyers |
| 82. Memorandum on directors’ Prospectus liability | Sponsor/Sponsor Lawyers |
| 83. Timetable | Sponsor |
| 84. Application for registration as overseas company (HK) | Company/Company Lawyers |
| 85. Application for Business Registration Certificate (HK) | Company/Company Lawyers |
| 86. Business Registration Certificate (HK) | Company/Company Lawyers |
| 87. Translator certificate | Translation Company |
| 88. Sponsor letter on translator competency | Sponsor |
| 89. List of assets | Company/Accountants |
| 90. List of liabilities | Company/Accountants |
| 91. Registrar Agreement | Company/Company Lawyers/Sponsor Sponsor Lawyers |
| 92. Receiving bankers agreement | Company/Receiving banker/Sponsor/Sponsor Lawyers/Company Lawyers |
February 2002
This note is provided for information purposes only and does not constitute legal advice. Specific advice should be sought in relation to any particular situation. This note has been prepared based on the laws and regulations in force at the date of this note which may be subsequently amended, modified, re-enacted, restated or replaced