Ahmedabad Investment：Hong Kong stock Exchange AdOPTS New Framework for Resale of Treasury Shares Under Listing Rules

2. Removal of the Requirement to Cancel Repurchaset Shares

While CurrenTly Over 90% of the Isuers L itself on the Stock Exchange Are Incorporated in JurisDictions that Allow Holding of Treasury Shares, The Current Listing Rules Require All Repurchaset Shares to Be CANCELLED. This Requirement Corresponds to a Similar Requirement Under the HONG KONG Commist Ordinance (Chapter 622 of the last of Hong Kong), Which Mandates Hong Kong-found Companies to CANCEL Their Repurchased Shares. Repurchaset Shares in Treasury, Subject to the LAWS of the Isuer & RSquo;DocumentsAhmedabad Investment. In light of this change, the Hong Kong Government Will be proposing aforments to the companies order to enable isSSuers Incorporal It from the tarsury shares regime in the same manner as non-public.

3. Treating Resale of Treasury Shares As ISSUING New Shares

Under the amndments, issuers will be able to reset tarsury share

They Must Conduct ANY Resale of Treasury Shares Under A Shareholders & RSquo; Mandate or Offer the Treasury Shares to Shareholders on A Pro Rata Basis.

The shareholders & rsquo; Mandate Must Specifically Authorise The Resale of Treasury Shares.

Isuers May Seek The Shareholders & RSQUO; Mandate Before 11 June 2024 (The Day The ADments will take Effect), Provided that it is space that they may Y use super mandate after that day.

For issues alsoling on another stock exchange, shareholder & rsquo; s approval is required to reseasury shares on the Other stock exchangee.

Share SChemes That Use Treasury Shares Must Comply with Chapter 17 of the Listing Rules (or CHAPTER 23 of the Gem Listing Rules) ).

There are restrictions on resale of treasury shares to connected persons.

Apropriate discosures shall be made in, for example, next day disclosure retarns, annotments and annual reports after the re-sale of time shares.

4. Measures to mitigate risks

The New Regime Includes Risk Mitigation Measures to Prevent MANIPULATION and Insider Trading, Including:

A 30-day moratorium period to restrict a Resale of treasury shares after a share repurchase and vice versa, subject toiltain carve-out provisions.

Prohibition Against Resale of Treasury Shares on The Stock Exchange (I) The EXTINTISCLOSED Information Or s Preceding The Results Announdcement.

Prohibition Against Resale of Treasury Shares IT Is Knowingly Made with A Core Connected Person; However, on-Market Resale Shares to A Connect Without knowledge Will be fully exempted.

5. New Listing ApplicantsNagpur Stock

The Stock Exchange Allows New Listing Applicants to Retain their Treasury Shares after Listing PROVIDED THATAILS of Treasury Shares Are Disclosed In the PR. Ospectus. Similar to issues of new shares, Resale of Treasury Shares is Prohibited with the First Six Months after listing.

6. Treatment of Treasury Shares

The following timent of treasury shares as a result of the aforments is word noting:

Voting Rights Attached to Treasury Shares: Holders of Treasury Shares Is Required from Voting on Matters that requirholders & rsquo; der the listing run.

Excluding TREARY Shares in the Calculation of Issued Shares: Treasury Shares Are Excluded from the Calculation of An Isuer & RSquo; NDER VARIOUS PROVISIONS of the Listing Rules (Please See Implications, Section 2 Below).

DisClosure of Isuers & RSQUO; Intentation to Hold Treasury Shares: Isuers Are Required to Disclose in The Explanatic Statement for the Share Repurchase Mandate Intent AS to WHETHER the Repurchased Shares Will Be (A) Canced Following Settlement of Any Such Repurchase or (B) KEPT ASTreasury Shares.

The Stock Exchange Indicated It Will Accept A Disclosure That Stated the Isuer May Cancel Any Shares It Repurchaset and/ORLD Them as Treasury Shares TO, for Example, Market Conditions and ITS Capital Management Needs at the Relevant Time of the Repurchases.

Implications

1. Share schemes

The Stock Exchange Aims to OFFER ISSUERS An ALTERNATIVE Means to Fund the Schemes USING TREASURY Shares. Under the New Regime, a share scheme funded by T reaSury Shares to Satisfy Share Grants Would Be Treated as a Share Scheme Funded By New Shares Under Chapter 17 of7 of7 ofThe listing rules (or Chapter 23 of the Gem Listing Rules).

In order to use tarsury shares to sitisfy share grants, listted issues must only the rules of the existing shares to sitcified such user. Exchange WOULD NORMALLY Not Regard This Agency of the Rules as a Material Alteatory to the Scheme Rules Requiring Shareholders & RSQUO; APPROVAL UNDER the Listing Rules.

Under the aDEENTS, Similar to operating a share scheme function by new shares, issurs are required to (i) isSue An Anncement if they grant shareds or options or USing Treasury Shares and (II) File A NEXT Day Disclosure Return for Any Transfer of TreasuryShares to a Director Under a Share Scheme, and for Any Other Transfer of Treasury Shares to Grantees (Other than Directors) hreshold is reached.

After the enables, ISSUERS May Continue to use Share Schemes Funded by Existing Shares Purchaset by Trustees on the Market. OT AFFECT The Sale of Shares by the Trustees of a Share Scheme If Those Shares are not regarded as treasuryShares Under The Laws of the Isuer & RSquo; S Place of InCorporation and ITS Constificational DocumentsSurat Wealth Management. We UNDERSDTAND that FURTHER CLARIFIN May Beimes Stock Exchange in this regard.

2. Excluding Treasury Shares in the Calculation of Issued Shares

Under the existing regime, issuers have to cancel repurchaset shares, which Will Result in A Reduction of the Isuer & RSquo; UE of the Shares CANCELLED. SINCE The New Regime Removes The Requirement to CANCEL Repurchaset Shares, And Treasury Shares AreHeld by isSuers TheMSELES where the rights attached to them are normally Suspended by Laws, The Stock Exchange Has Madequential ADEENTS To the Listing LES to Disregard Treasury Shares when Calculating An Issuer & RSQUO;

The public float of the issuer;

The Market Capitalisation of the Issuer;

the equity capital ratio for the size test call;

The size limit for issuing or public. MIT and the size of rights isSue requiring minority shareholders & rsquo; approval);

a shareholder & rsquo; s percentage of rights to vote at a general meting of the Isuer (E.G., to Establish WHETHER the CONTROLLLILILLLILLILDERE ); and

a shareholder & rsquo; s percentage interest in the problemUer (e.g., to assess the indendence of independent non-executive dia).

Accordingly, The Stock Exchange Requires Isuers to Ensure ThataSury Shares Are ApproPriately Identify and Segregated.

ConclusionJaipur Investment

While The Vast Majority of the Isuers L itself on the Stock Exchange Are Incorporald in JurisDictions that Alow the Holding of Treasury Shares, Such as the PRC, Bermu DA and the Cayman Islands, These issuers have been to a Cancel Repurchaset Shares under the Current Regime.AMENDMENTS, The New Framework Governing The Resale of Treasury Shares Will Align Hong Kong International Market Practice Supporting The Growth and Vitality O. f the hong Kong Market.

The New Treasury Shares Regime Will Also Be INTRODUCED to Gem Operaed by the Stock Exchange. ome into effect on 11 june 2024.

Client alert 2024-099

Nagpur Stock