Hainan Branch of the State Administration of Foreign Exchange "Administrative Measures for the Pilot Program of Overseas Listing Registration of Companies in Hainan Free Trade Port"

Article 1 These Measures are formulated to implement the requirements of the Overall Plan for the Construction of Hainan Free Trade Port and further improve the convenience level of overseas listing registration for joint-stock companies registered in Hainan Free Trade Port (hereinafter referred to as "Companies in the Port").

Article 2 Overseas listing as mentioned in these Measures refers to the act of issuing stocks (including participating preferred stocks and securities in the form of equity derivatives) and other securities permitted by laws and regulations overseas by companies in the Port with the permission of the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), and publicly listing and circulating them on overseas stock exchanges.

Article 3 Overseas listing registration, change and cancellation registration of companies in the Port can be handled directly at banks under the jurisdiction of the Hainan Branch of the State Administration of Foreign Exchange (hereinafter referred to as "banks").

Article 4 Banks shall review relevant applications of companies in the Port in accordance with the requirements of the Operating Procedures for Overseas Listing Registration, Change and Cancellation Registration of Companies in Hainan Free Trade Port (Attachment 1). If the review is correct, the bank shall handle the overseas listing registration (or change and cancellation registration) for the companies in the Port in the capital project information system, print the business registration certificate and stamp it with the bank's business seal, and hand it over to the companies in the Port for retention.

Article 5 For the exchange and transfer of foreign exchange funds for the initial public offering, additional issuance, repurchase and other related businesses, the Hong Kong-based companies shall open a "special foreign exchange account for overseas listing of domestic companies" at the bank with the registration certificate for overseas listing business.

Article 6 After the overseas listing of a Hong Kong-based company, if its domestic shareholders intend to increase or reduce their holdings of listed company shares in accordance with relevant regulations, they shall apply for the registration of shareholding changes such as increase or reduction of domestic shareholders of overseas listed companies at the branch of the State Administration of Foreign Exchange and the Foreign Exchange Administration Department (hereinafter referred to as the "Foreign Exchange Administration") where the domestic shareholders are located within 20 working days before the intended increase or reduction.

Article 7 In principle, the funds raised by Hong Kong-based companies from overseas listings and the funds obtained by domestic shareholders from reducing their holdings of overseas listed company shares should be transferred back to the country for use.

Article 8 Banks shall establish and improve internal control systems, improve the authenticity and compliance review mechanism of the entire business process in accordance with the three principles of understanding customers, understanding business and due diligence, and promptly report any abnormal or suspicious circumstances to the local foreign exchange administration.

Article 9 If a bank is unable to handle overseas listing registration (or change or cancel registration) in the capital project information system due to special circumstances, it shall negotiate with the local foreign exchange bureau for handling. Hong Kong companies issuing corporate bonds, non-participating preferred shares and depositary receipts that can be converted into shares shall still handle relevant foreign exchange registration at the local foreign exchange bureau in accordance with the current regulations.

Article 10 Banks and Hong Kong companies shall retain relevant registration materials for five years for future reference.

Article 11 The Hainan Branch of the State Administration of Foreign Exchange shall strengthen the on-site and post-event supervision and monitoring and analysis of the pilot business of overseas listing registration of Hong Kong companies, and investigate and deal with violations in accordance with the law.

Article 12 The Hainan Branch of the State Administration of Foreign Exchange shall be responsible for interpreting these Measures. These Measures shall come into force on the date of promulgation.

Article 13 Other matters not specified shall be implemented in accordance with the foreign exchange management policies of the State Administration of Foreign Exchange on overseas listing of domestic companies.

Appendix: 1. Registration and change and cancellation procedures for overseas listing of companies in Hainan Free Trade Port

2. Registration form for overseas listing

Appendix 1

Registration and change and cancellation procedures for overseas listing of companies in Hainan Free Trade Port

Review materials

I. Overseas listing registration

1. Written application, with the "Overseas Listing Registration Form" attached.

2. Permit document of the China Securities Regulatory Commission for the overseas listing of domestic companies.

3. Announcement document of the completion of overseas issuance.

4. Approval document of the State Administration of Foreign Exchange on the purchase and payment of foreign exchange by domestic investors participating in overseas listing (if any).

II. Change registration

(I) "Full circulation" of H shares.

1. Written application (including H shareholding information of domestic shareholders participating in full circulation after approval of "full circulation" of H shares), with the "Overseas Listing Registration Form" attached.

2. Permit document of the China Securities Regulatory Commission for participating in the "full circulation" business of H shares.

3. Announcement document of overseas listed companies on the development of "full circulation" business of H shares.

(II) Other change registration.

1. Written application, with the "Overseas Listing Registration Form" attached.
2. Relevant approval or filing documents of the competent authorities on the change (if any).
3. Relevant announcements.
III. Cancellation of registration
1. Written application.
2. Delisting announcement.
3. Approval or filing documents of the competent authorities on the cancellation.

Audit principles
I. In principle, companies in Hong Kong should go to the bank to handle overseas listing registration within 15 working days from the date of completion of overseas issuance activities (including the exercise of over-allotment), and receive the business registration certificate after registration is completed.
II. Companies in Hong Kong should apply for overseas listing change (cancellation) registration within 15 working days from the date of change (cancellation). Among them, companies participating in the "full circulation" of H shares should apply for overseas listing change registration within 15 working days from the date of approval by the China Securities Regulatory Commission.
III. Changes (cancellation) of business or matters of companies in Hong Kong should comply with the relevant management requirements of the competent authorities. The H-share holding information of domestic shareholders participating in the "full circulation" of H shares should comply with the approval of the China Securities Regulatory Commission.

Scope of authorization
Review and handling by banks under the Hainan Branch of the State Administration of Foreign Exchange.

Notes
1. If a company in Hong Kong repurchases its overseas shares, it shall register the relevant information of the repurchase within 20 working days before the proposed repurchase and obtain the corresponding business registration certificate.
2. Companies in Hong Kong (excluding banks) shall open a special foreign exchange account for overseas listing of domestic companies (the nature of the account is capital project-foreign exchange capital account, account code is 2102, there is no restriction on the opening bank and number of accounts) or capital project-account for settlement and payment in a domestic bank with the registration certificate for overseas listing business, and handle the collection and payment and exchange of funds for the initial public offering (or additional issuance), repurchase and other businesses.
3. If the funds raised from overseas listing are to be transferred back to the country, they shall be remitted into their domestic listing foreign exchange special account or account for settlement and payment.
4. Companies in Hong Kong may open corresponding special accounts overseas for the purpose of handling overseas listing-related businesses, and the scope of receipt and payment of overseas special accounts shall comply with relevant requirements.
5. Hong Kong companies should promptly handle the change (cancellation) registration if the following circumstances occur: domestic shares held by domestic shareholders before overseas listing, domestic shares issued in China after overseas listing, or unlisted tradable shares held by foreign shareholders are approved by the China Securities Regulatory Commission for full circulation of H shares; changes in the name, registered address, major shareholder information, etc. of overseas listed companies; capital changes such as additional issuance of shares (including over-allotment) or capital reserve, surplus reserve, and retained profits converted into capital stock after overseas listing; repurchase of overseas shares; conversion of convertible bonds into stocks (requires the provision of foreign debt registration change or cancellation certificate); changes in the original registered overseas raised funds use plan and purpose; Hong Kong companies delist from overseas securities markets; other changes in registration related content.
6. Hong Kong companies participating in the "full circulation" of H shares should handle the change registration of H-share listed companies through banks in the capital project information system. The change is to add domestic shareholders participating in the "full circulation" of H shares to the "Exchange Shareholder Information".