Asia Securities Industry & Financial Markets Association Pre-Deal Research Guidelines for the Hong Kong IPO Process October 2017 Prepared with the kind assistance of Herbert Smith Freehills and Norton Rose Fulbright

Introduction Purpose of the guidelines and addenda Regulatory background – Code of Conduct These guidelines and the addenda are intended to: Mitigate the risk of liability associated with pre-deal research for the issuer, its directors and senior management, sponsors, underwriters and research analysts. Ensure that relevant parties are fully aware of the regulatory regime and their obligations. Provide recommended steps to manage interactions between research analysts and the issuer and its directors and senior management. Recommended steps include: providing training to the issuer; starting analysts presentations with a reminder on the restrictions on requesting and providing impermissible information; counsel attendance at analyst presentations; and chaperoning of other company/analyst interactions where reasonable and practicable. Provide recommended templates for use at various stages of the Hong Kong IPO process. Set out appropriate safeguards to ensure that no material information about the issuer or its securities is provided to any investment research analyst, unless the information is reasonably expected to be included in the prospectus or is publicly available. These guidelines and recommended addenda were developed to address the requirements of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission ("Code of Conduct"). Paragraph 16 of the Code of Conduct imposes restrictions on the disclosure or provision to any investment research analyst of any material information, including forward-looking information (whether quantitative or qualitative) which is not reasonably expected to be contained in a prospectus and is not publicly available ("impermissible information"). In addition, Paragraph 16 requires research analyst firms to have written policies and control procedures to ensure that analysts are not provided by the firm with any impermissible information. Paragraph 17.2(h) of the Code of Conduct requires a sponsor to take reasonable steps to ensure analysts do not receive material information not disclosed in the listing document. The full version of the Code of Conduct can be found at: http://www.sfc.hk/web/EN/assets/components/codes/files- current/web//code-of-conduct-for-persons-licensed-by-or-registered-with- the-securities-and-futures-commission/code-of-conduct-for-persons- licensed-by-or-registered-with-the-securities-and-futures-commission.pdf Use of the guidelines and addenda The guidelines and addenda represent the collective agreed views of the ASIFMA WG and the expectation is that they will be broadly adopted and replace in the ordinary course existing “house” styles of the various documents. The recommended steps in the guidelines and addenda may not be appropriate in all circumstances. Discuss with counsel the circumstances where it may be appropriate to deviate from the recommended steps in the guidelines and addenda. Regulatory background – Code of Conduct

HK IPOs: Summary of proposals Provided for discussion purposes Proposals relating to issuers - Issuer to review memo provided by syndicate banks/Sponsor(s) (if known) to issuer setting out responsibilities of issuer under the SFC’s information flow requirements (the “Issuer Memo”) (Addenda 4) - Issuer to ensure appropriate staff review and understand the Issuer Memo and attend training provided by issuer’s counsel (attended by Sponsor(s) and syndicate counsel) - Issuer to confirm that it has not provided analysts with any impermissible information: (i) as part of its A-1 confirmations; and (ii) in the underwriting agreement Proposals relating to issuer’s counsel - Advise the issuer, together with syndicate counsel, on its responsibilities under the SFC’s information flow requirements and ensure it understands the Issuer Memo - If necessary, consider instructing the issuer to pass along all information provided to analysts via issuer’s counsel - Require the issuer to seek issuer’s counsel’s guidance, and that of the syndicate banks/Sponsor(s), to decide what information can and can’t be shared with analysts - Review analyst presentation and script to ensure it does not contain any impermissible information (e.g. financial projections) - Review issuer’s answers to analysts’ follow-up questions to ensure they do not contain impermissible information - Where requested, chaperone follow-up interactions between the issuer and analysts where reasonable and practicable. Page 3

HK IPOs: Summary of proposals Provided for discussion purposes Proposals relating to syndicate banks - As soon as possible after being mandated, syndicate banks to determine if additional measures are required to comply with the SFC’s requirements because of the nature of the issuer or the composition of the syndicate - As soon as possible after being mandated, syndicate banks/Sponsor(s) (if known) to: (i) send a memo to issuers setting out responsibilities of issuers under the SFC’s information flow requirements (Addenda 4); and (ii) train issuer on the responsibilities of issuers - Syndicate banks/Sponsor(s) (if known) to encourage the issuer to seek the guidance of the syndicate banks/Sponsor(s) on what information can and can’t be shared with analysts - Syndicate banks to instruct syndicate counsel to distribute Research Guidelines as soon as possible after mandate has been awarded. If necessary, Research Guidelines to require each syndicate bank to confirm in writing that it will comply with the Research Guidelines - Each syndicate bank to be deemed to have agreed that it will comply with the Research Guidelines by attending the analysts’ presentation - All syndicate banks to assist the issuer to develop the analyst presentation and Q&A script to ensure they do not contain any impermissible information (for example, financial projections) and instruct the issuer not to answer any questions that are not dealt with in the script - Internal review of pre-deal research reports - Standard form pre-deal report disclosures to be included in pre-deal reports - Each bank to conduct training of their analysts and bankers on the SFC’s information flow requirements - Amend the AAU to confirm compliance with the Research Guidelines at the time of signing the AAU Page 4

HK IPOs: Summary of proposals Provided for discussion purposes Proposals relating to syndicate counsel Prepare Research Guidelines based on the agreed standard form Research Guidelines. Distribute a mark-up against the standard form to counsel at the syndicate banks for sign-off for each deal Assist the syndicate banks in reviewing and commenting on issuer training materials prepared by issuer counsel and attending issuer training with the syndicate banks/Sponsor(s) and supplementing the training as required Review analyst presentation and script to ensure it does not contain any impermissible information (for example, financial projections) In advance of the analysts’ presentation, send a memo to the issuer containing the notice of the SFC’s requirements for pre-deal research (Addenda 8) Attend the analysts’ presentation to ensure impermissible information is not shared with analysts. At the beginning of the analysts’ presentation, remind the issuer and the analysts of their obligations regarding impermissible information (Addenda 8) Review draft pre-deal reports to check the legends, confirm compliance with the research report guidelines and flag areas of possible inconsistencies between the disclosure in the prospectus and the research report Where requested, chaperone follow-up interactions between the issuer and analysts where reasonable and practicable. Proposals relating to analysts Banks to train analysts on what information not to seek from issuers and to identify impermissible information if provided by issuers (and to include reminders of those requirements in annual update training) Analysts to receive a “Dos & Don'ts” sheet summarizing their responsibilities (Addenda 1) Analysts encouraged (but not obligated) to submit as many questions as possible in advance of the analysts’ presentation Analysts to be encouraged to consult with internal Legal and Compliance, who may consult with syndicate counsel, on difficult judgment calls (both in terms of information to be sought from issuers and information received from issuers) Analysts to confirm prior to publication of their pre-deal reports that they have not received any impermissible information Analysts to consult with Legal/Compliance on chaperoning of other communications with the issuer Page 5

HK IPOs: Key Milestones Provided for discussion purposes Pitch stage Post-mandate / Before AP Analyst Presentation Pre-deal Drafting RFP from issuer Pitchbook preparation Pitch meeting Research analyst vetting Mandate awarded by issuer Deal team conducts preliminary due diligence with issuer Research analysts continue vetting Presentation to syndicate research analysts by issuer Syndicate research analyst Q&A / Company response Presentation to JBRs by issuer (w/o syndicate research analysts) Pre-deal drafting Research analyst continued due diligence with issuer Pre-deal internal & external content review Vetting and incorporation of comments Pre-deal publication and distribution Page 6

HK IPOs: Analyst Vetting Provided for discussion purposes Pitch stage RESEARCH ANALYST EDUCATION / AWARENESS ● Research analysts to be trained on what information they cannot seek from issuers ● Analysts to receive a “Do’s and Don'ts” sheet—Addenda #1 ● Analysts to be instructed to call internal legal and/or compliance to assist in making any difficult judgment calls ● Analysts to be instructed to consult with internal legal and/or compliance on chaperoning of communications with the issuer RFP from issuer Pitchbook preparation Pitch meeting Research Analyst vetting Page 7

Provided for discussion purposes HK IPOs: Mandate Provided for discussion purposes MANDATE AWARDED ● Presentation materials for kick-off meeting to include a slide on the SFC’s pre-deal research requirements—Addenda #2 ● Sponsor(s) to instruct syndicate counsel to finalize and distribute Research Guidelines as soon as possible— Addenda #3 ● Each syndicate bank to be deemed to have agreed to comply with the Research Guidelines by attending the AP ● Confirm with issuer’s counsel that issuer’s counsel is also advising the issuer on the SFC’s pre-deal research requirements ● Sponsor(s) to send a memo to issuer and issuer’s counsel setting out the issuer’s responsibilities—Addenda #4 & #5 ● Issuer’s counsel to conduct training with issuer’s directors and senior management, also attended by syndicate banks/Sponsor(s) and syndicate counsel —Addenda #6 ● Consider adding issuer’s undertaking as regards SFC information flow requirements in the mandate letter ● Sponsor(s) and syndicate counsel to discuss what, if any, additional control measures may be required due to the nature of the issuer or the composition of the syndicate. It is recommend this discussion be documented. Post-mandate / Before AP Pre-deal Drafting Mandate awarded Deal team conducts due diligence with issuer Analyst due diligence with issuer Page 8

HK IPOs: Initial Analyst Due Diligence Provided for discussion purposes Post-mandate / Before AP ANALYST DUE DILIGENCE WITH ISSUER ● Analysts will have been trained not to seek impermissible information from issuers or banking team ● Pre-AP research analysts will be sent an email by Compliance reminding them not to seek material information that is not reasonably expected to be included in the prospectus or not publicly available Mandate awarded Deal team continued due diligence with issuer Research analyst due diligence with issuer SFC Guidance Para 50: Analysts should refrain from seeking material information that is not reasonably expected to be included in the prospectus or not publicly available and if they receive such information they should notify the sponsor and the issuer. Page 9

HK IPOs: Analyst Presentation Provided for discussion purposes Analyst Presentation ANALYST PRESENTATION ● Ensure Research Guidelines have been distributed ● Research Guidelines will provide that by attending the AP, each syndicate bank is deemed to have agreed to comply with the Research Guidelines. This deemed representation may be reiterated in the invitation to the AP. (Addenda #7) In special situations, syndicate banks may be required to make such undertaking in writing—Addenda #10 ● Analysts to be encouraged (but not obliged) to send questions in advance of AP ● Sponsor(s) to work with issuer to prepare materials for the AP. Materials to be reviewed by issuer’s and syndicate counsel ● Draft offering circular to be distributed to analysts pre-AP ● Issuer to be instructed to keep to presentation script during the AP. Script to be reviewed by issuer’s and syndicate counsel ● Senior personnel at syndicate counsel /issuer counsel to attend AP to monitor compliance with SFC “information flow requirements” ● At the beginning of AP, syndicate counsel to remind the issuer and the analysts of their obligations regarding impermissible information (Addenda 8) Presentation to syndicate analysts by issuer Syndicate analyst Q&A / Company response Page 10

Information Flow for HK IPOs: Analyst Presentation Q&A Provided for discussion purposes Analyst Presentation ANALYST PRESENTATION: Q&A ● Issuers will have been trained not to provide impermissible information ● Analysts to be trained not to seek impermissible information ● Sponsor and counsel to object to questions that are impermissible pursuant to SFC information flow requirements Presentation to syndicate research analysts and JBRs by issuer Syndicate research analyst Q&A / Company response SFC Guidance Para 50: Analysts should refrain from seeking material information that is not reasonably expected to be included in the prospectus or not publicly available. Page 11

Information Flow for HK IPOs: Presentations to JBRs Provided for discussion purposes Post-Analyst Presentation PRESENTATION TO JBRs Any questions relating to potentially material information that is not expected to be in the prospectus (e.g. financial projections) should be asked by JBRs to issuer at these sessions (e.g. without research analysts present). E.g. no joint due diligence Presentation to syndicate research analysts and JBRs by issuer Syndicate research analyst Q&A / Company response Presentations to JBRs (w/o syndicate research analysts) Page 12

Information Flow for HK IPOs: Pre-deal Drafting Provided for discussion purposes Pre-deal Drafting RESEARCH ANALYST DUE DILIGENCE Analysts will be trained not to seek impermissible information from issuers or banking team Chaperoning of issuer/analyst interactions where reasonable and practicable Pre-deal drafting Research analyst continued due diligence with issuer Pre-deal Internal & external content review Vetting and incorporation of comments Pre-deal publication and distribution Research blackout Page 13

HK IPOs: Pre-deal Drafting Provided for discussion purposes Pre-deal Drafting CONTENT REVIEW ● Only substantially final or very advanced version(s) of draft pre-deal reports to be reviewed for fact-checking. Normally limited to 2 or 3 drafts. ● Draft pre-deal research report to be reviewed by syndicate counsel (Addenda #11) to check the legends, confirm compliance with the research report guidelines and flag areas of possible inconsistencies between the disclosure in the prospectus and the research report. If issues are identified, counsel may escalate it to the Sponsors ● Any change may be made only in case of demonstrable factual inaccuracy or non-compliance ● Analysts to confirm internally prior to printing and distribution of pre- deal reports that they have not sought or received any impermissible information. If they have received such information, analyst will have advised internal legal/compliance Pre-deal drafting Research analyst continued due diligence with issuer Pre-deal Internal & external content review Vetting and incorporation of comments Pre-deal publication and distribution Research blackout Page 14

HK IPOs: Signing/Closing/Post Closing Provided for discussion purposes ● Delivery of an issuer confirmation—Addenda #12 ● Execution of Agreement Among by syndicate members—Addenda #13 ● Relevant records to demonstrate compliance to be included in deal files of each syndicate member Page 15